Common use of Capital Structure Clause in Contracts

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities laws.

Capital Structure. (i) The authorized capital stock of the Company consists of (a) 200,000,000 20,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as . As of the date of this Agreementhereof, and (bA) 2,000,000 1,863,149 shares of Company Preferred StockClass A Stock were outstanding, (iB) 2,772,375 shares of which 50,000 shares are designated Class B Stock were outstanding, (C) 29,995 Company Class A Preferred StockStock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares share of Company Common Stock, and (iiD) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding 420,000 shares of Company Common Stock and Company Class A Preferred Stock have been duly are authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed reserved for issuance upon the holders thereof (including those arising under the exercise of outstanding Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation)Stock Options, and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 (E) no shares of Company Common Stock reserved for issuance under were held by the Company Option Planin its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of which 5,251,000 the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to outstanding issuance upon the exercise of Company Stock Options, none of upon issuance on the terms and conditions specified in the instruments pursuant to which they are or issuable, will be exercisable prior to the Effective Time. duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for the rights created pursuant to this Agreement, Agreement and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred StockStock Plan, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver, deliver or sell, repurchase or redeem or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or any Voting Debt of the Company Capital Stock or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there There are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge outstanding contractual obligations of the Company or ACN, between or among any of the Company's stockholders. All its Subsidiaries to repurchase, redeem or otherwise acquire any shares of outstanding Company Common Stock and Company Class A Preferred Stock and capital stock of the Company Options were issued in compliance with all applicable federal and state securities lawsor any of its Subsidiaries.

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 30,000,000 Shares and 1,000,000 shares of Company Common Stockpreferred stock, of which 19,900,000 are issued and outstanding as par value $.01 per share (the Preferred Shares"). As of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stockhereof, (i) of which 50,000 shares are designated Company Class A 24,335,112 Shares and no Preferred Stock, one of which is Shares were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as of the date of this Agreement, and whichset forth above, as of the date of this Agreement, is convertible into 80,100,000 : (i) no shares of capital stock or other voting securities of the Company Common Stockare issued, and reserved for issuance or outstanding; (ii) of which 50,000 there were no stock appreciation rights, restricted stock grant or contingent stock grants and there are designated Class B Preferred Stock, $0.001 par value per share, none of which are no other outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive contractual rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by the value of which it is bound, other than based on the Company Stockholders Agreement and the Company Rights Agreement. As value of the date of this Agreement, there are 10,000,000 Shares; (iii) all outstanding shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any capital stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 are, and all shares which may be issued will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicableissued, duly authorized, validly issued, fully paid and nonassessable. Other than nonassessable and not subject to preemptive rights; and (iv) there are no bonds, debentures, notes or other indebtedness of the Company Stockholders Agreementhaving the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company Rights Agreement and may vote. Except as set forth above, as of the Company Option Plan (and any stock option agreements issued thereunder)date of this Agreement, there are no other contractsoutstanding securities, commitments options, warrants, calls, rights, commitments, agreements, arrangements or agreements relating undertakings of any kind to voting, purchase or sale of the Company's capital stock (i) between or among which the Company and or any of its stockholders and (ii) Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to the knowledge issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or ACN, between or among of any of its Subsidiaries or obligating the Company's stockholdersCompany or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. All There are not any outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of outstanding Company Common Stock and Company Class A Preferred Stock and capital stock of the Company Options were issued in compliance with all applicable federal and state securities lawsor any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of (a) 200,000,000 1,000,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 0.01 par value per share, none and 10,000,000 shares of which are outstanding as preferred stock (the “Company Preferred Stock”). At the close of the date hereof. All outstanding business on November 20, 2014, (i) 20,473,024 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Class A Preferred Stock have been duly authorized and validly were issued and are fully paid outstanding and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 iii) 500,000 shares of Company Common Stock were reserved for issuance under the Company Option Equity Plan. All issued and outstanding shares of the capital stock of the Company are duly authorized, of which 5,251,000 are subject to outstanding Company Optionsvalidly issued, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreementfully paid and non-assessable, and the Company Options (and any no class of capital stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party entitled to preemptive rights. There are no outstanding bonds, debentures, notes or by which it is bound obligating other indebtedness of the Company having the right to issue, deliver, sell, repurchase vote (or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price ofconvertible into, or otherwise amend or enter into exchangeable for, securities having the right to vote) on any such option, warrant, call, right, commitment or agreement. All matter on which holders of shares of Company Common Stock issuable upon conversion may vote. There are no rights, options, stock or unit appreciation rights, phantom stock or units, restricted stock units, dividend equivalents or similar rights with respect to the Company Common Stock outstanding, whether under the Company Equity Plan or otherwise. (b) All of the outstanding shares of capital stock of each of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. Other than All equity interests in each of the Company Stockholders AgreementSubsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as set forth in Section 4.1(c) of the Company Disclosure Letter, the Company Rights Agreement owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Company Option Plan Subsidiaries, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Company Subsidiary or which would require any Company Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (and any stock option agreements issued thereunder)c) Except as set forth in this Section 4.3 or in Section 4.3(c) of the Company Disclosure Letter, as of the date of this Agreement, there are no other contractssecurities, commitments options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or agreements relating undertakings of any kind to voting, purchase or sale of the Company's capital stock (i) between or among which the Company and or any Company Subsidiary is a party or by which any of its stockholders and (ii) them is bound, obligating the Company or any Company Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Company Common Stock, shares of Company Preferred Stock or other equity securities or phantom stock or other contractual rights the knowledge value of which is determined in whole or in part by the value of any equity security of the Company or ACN, between or among any of the Company's stockholdersCompany Subsidiaries or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. All Except as set forth in Section 4.3(c) of the Company Disclosure Letter, as of the date of this Agreement, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of outstanding Company Common Stock and Company Class A Preferred Stock and or other equity securities of the Company Options were issued or any Company Subsidiary. Neither the Company nor any Company Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of the Company or any of the Company Subsidiaries. (d) All dividends or other distributions on the shares of Company Common Stock which have been authorized or declared prior to the date hereof have been paid in compliance with all applicable federal full (except to the extent such dividends have been publicly announced and state are not yet due and payable). (e) The Company does not have a “poison pill” or similar stockholder rights plan. (f) Except as set forth in Section 4.3(f) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities lawsunder the Securities Act.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of (aA) 200,000,000 100,000,000 shares of Company Common Stock, of which 19,900,000 are issued and 15,852,856 shares were outstanding as of the date hereof, (B) 3,000,000 shares of Preferred Stock, $.10 par value per share, of which no shares of are outstanding. Since December 31, 2002 to the date of this Agreement, and (b) 2,000,000 there have been no issuances of shares of the capital stock of the Company Preferred Stock, (i) or any other securities of which 50,000 shares are designated Company Class A Preferred Stock, one of which is the Company. All issued and outstanding shares of the capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, and no capital stock is entitled to preemptive rights. There were outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from the Company. No options or warrants or other rights to acquire capital stock from the Company have been issued or granted since December 31, 2002 to the date of this Agreement. (b) No bonds, and whichdebentures, notes or other indebtedness of the Company having the right to vote on any matters on which stockholders may vote are issued or outstanding. (c) Except as otherwise set forth in this Section, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no securities, options, warrants, calls, rights, commitments commitments, agreements, arrangements or agreements undertakings of any character kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver, deliver or sell, repurchase or redeem or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other voting securities of the Company Capital Stock or obligating the Company to issue, grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such security, option, warrant, call, right, commitment commitment, agreement, arrangement or agreementundertaking. All shares of Company Common Stock issuable upon conversion As of the Company Class A Preferred Stock or upon exercise date of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contractsoutstanding obligations of the Company to repurchase, commitments redeem or agreements relating to voting, purchase or sale otherwise acquire any shares of capital stock of the Company's capital stock . (id) between or among the Company and any of its stockholders and (ii) After giving effect to the knowledge of Aplitec Acquisition and the Company or ACNtransactions contemplated in this Agreement and the Aplitec Acquisition Agreement, between or among any of the Company's stockholders. All there will be outstanding 121,514,284 shares of outstanding Company Common Stock and Company Class A 192,967,138 shares of Convertible Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawsStock.

Capital Structure. The authorized capital stock of the Company FNF consists of (ai) 200,000,000 250,000,000 shares of Company FNF Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, Stock and (ii) 3,000,000 shares of which 50,000 are designated Class B Preferred Stockpreferred stock. At the close of business on May 31, $0.001 par value per share2006, none 175,790,428 shares of which are FNF Common Stock were issued and outstanding, 13,608,696 shares of FNF Common Stock were reserved for issuance pursuant to outstanding options under FNF Stock Option Plans and 8,021,507 shares of FNF Common Stock were held by FNF in its treasury. Except as set forth above, at the close of the date hereofbusiness on May 31, 2006, no shares of capital stock or other equity securities of FNF were issued, reserved for issuance or outstanding. All outstanding shares of Company Common capital stock of FNF are, and all shares which may be issued pursuant to the FNF Stock and Company Class A Preferred Stock have been Option Plans will be, when issued, duly authorized and authorized, validly issued and are issued, fully paid and non-assessable nonassessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights rights. No bonds, debentures, notes or rights other indebtedness of first refusal created by statuteFNF having the right to vote (or convertible into, or exchangeable for, securities having the certificate right to vote) on any matters on which the stockholders of incorporation FNF may vote are issued or bylaws outstanding. Except as set forth above or in Section 3.1(b) of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this AgreementFNF Disclosure Schedule, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plannot any securities, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character kind to which the Company FNF is a party or by which it is bound obligating the Company it to issue, sell or deliver, or repurchase, redeem or otherwise acquire, shares of capital stock or other equity or voting securities of FNF, or obligating it to issue, sell, repurchase or redeem or cause to be issueddeliver, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such security, option, warrant, call, right, commitment or agreement. All Except as disclosed in Section 3.1(b) of the FNF Disclosure Schedule, FNF is not a party to or bound by any agreement, proxy or other arrangement restricting the transfer of FNF Common Stock or affecting the voting of any shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawsFNF.

Capital Structure. The (a) As of the date hereof, (i) there are 1,000 authorized shares of capital stock of the Company, consisting of 1,000 shares of Common Stock, and (ii) the issued and outstanding capital stock of the Company consists of (a) 200,000,000 100 shares of Company Common Stock. Except as provided in the preceding clause (ii), no shares of which 19,900,000 are issued and outstanding as capital stock or other equity interests of the date Company are issued, reserved for issuance or outstanding. As of this Agreementthe Closing, and (bA) 2,000,000 there shall be 200,000 authorized shares of Company Preferred Stockcapital stock of the Company, (i) consisting of which 50,000 180,000 shares are designated Company of New Class A Preferred Stock, one of which is issued Common Stock and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 20,000 shares of Company New Class B Common Stock, and (iiB) the issued and outstanding capital stock of which 50,000 are designated the Company shall consist of 90,100 shares of New Class A Common Stock and 9,900 shares of New Class B Preferred Common Stock. Except as provided in the preceding clause (B), $0.001 par value per share, none of which are outstanding as of the date hereofClosing, there shall be no shares of capital stock or other equity interests of the Company that are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company Common Stock and Company Class A Preferred Stock have been were duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation)assessable, and are not subject to preemptive rights or rights of first refusal created by statuteto, and were not issued in violation of, the certificate Securities Act or other Applicable Law, any Contract or any preemptive, subscription or similar rights. Seller is the record and beneficial owner of incorporation all of the shares of Common Stock issued and outstanding, free and clear of all pledges, liens, charges, encumbrances and security interests of any kind (collectively, “Liens”) other than restrictions on transfer or bylaws otherwise under applicable securities laws. There are no restrictions upon the voting or transfer of the shares of Common Stock pursuant to the Organizational Documents of the Company or any agreement to which Seller or the Company is a party. There are no securities, options, warrants, rights (including conversion, exchange, preemptive, rights of first refusal, redemption rights, “tag along” rights or “drag along” rights and subscription rights) or other commitments or agreements (other than this Agreement or any other Transaction Agreement) of any kind to which Seller or the Company is a party obligating either of them to issue, sell, purchase, redeem, transfer or by which it is bound, deliver shares of capital stock or other than equity interests of the Company. (b) Neither the Company Stockholders Agreement and nor any Company Subsidiary has any outstanding bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company Rights Agreementon any matter. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there There are no optionsvoting trusts, warrantsproxies, calls“poison pills”, rights, commitments “stockholder rights plans” or agreements of any character similar Contracts to which the Company is a party or by which it is bound obligating with respect to the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, voting of any shares of Company Capital Stock capital stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale equity interests of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities laws.

Capital Structure. The (i) As of the date of this Agreement, the authorized capital stock of the Company consists of (a) 200,000,000 25,000,000 shares of Company Common Stock, of which 19,900,000 13,478,272 shares are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is outstanding. All issued and outstanding as shares of the date of this Agreement, and which, as capital stock of the date of this AgreementCompany are duly authorized, is convertible into 80,100,000 shares validly issued, fully paid and nonassessable. No class of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as capital stock is entitled to preemptive rights. None of the date hereof. All issued and outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free in violation of any liens preemptive rights of current or encumbrances other than past holders of any liens class of Company capital stock or encumbrances created are subject to any preemptive rights of current or past Company shareholders granted by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 no outstanding options, warrants, indebtedness convertible into capital stock or other rights to acquire capital stock from the Company other than (i) Options representing in the aggregate the right to purchase 1,353,442 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Stock Option Plan or the Company Rights Agreementand (ii) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character up to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All 50,000 shares of Company Common Stock issuable available under the ESPP. The Company Disclosure Schedule sets forth the name of each person holding outstanding Options, the number of shares which may be purchased upon conversion exercise of such Options, the expiration date of such Options as of the date of this Agreement and the exercise price per Share of such Options. (ii) All of the issued and outstanding shares of capital stock of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, Subsidiaries are duly authorized, validly issued, fully paid and nonassessablenonassessable and are owned by the Company, free and clear of any liens, claims, encumbrances, restrictions, preemptive rights or any other claims of any third party (“Liens”). Except for the capital stock of the Company Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any Person. (iii) As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of the Company having the right to vote on any matters on which shareholders may vote (“Company Voting Debt”) are issued or outstanding. (iv) Other than the Company Stockholders Agreement, the Company Rights Agreement Options and the Company Option Plan (and any stock option agreements issued thereunder)ESPP, there are no other contractssecurities, commitments options, warrants, calls, rights, commitments, agreements, arrangements or agreements relating undertakings of any kind to votingwhich the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, purchase deliver or sale sell, or cause to be issued, delivered or sold, additional shares of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge other voting securities of the Company or ACNany Company Subsidiary or obligating the Company or any Company Subsidiary to issue, between grant, extend or among enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the Company's stockholders. All date of this Agreement, there are no outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of outstanding Company Common Stock and Company Class A Preferred Stock and capital stock of the Company Options were issued in compliance with all applicable federal and state securities lawsor any Company Subsidiary.

Capital Structure. The (i) As of the date of this Agreement, and without giving effect to, the Investment, the Company’s authorized capital stock of the Company consists of (a) 200,000,000 5,000 shares of Company Common Stock, of which 19,900,000 1,003 are issued and outstanding. All of the shares of Company Common Stock that are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and whichare, as of the date hereof and at all time periods prior to the Distribution will be, owned of this Agreementrecord and beneficially by Parent or a wholly-owned Subsidiary of Parent free and clear of any Encumbrances, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding except as imposed by applicable securities laws. As of the date hereof. All outstanding hereof and the Closing Date, other than up to 46,000,000 shares of Company Common Stock that are expected to be reserved for issuance pursuant to future awards under Company Equity Plans and Company Class A Preferred Stock have been duly authorized the number of Investor Shares and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders AgreementPV Investor Shares that will be reserved for issuance, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 has no shares of Company Common Stock reserved for issuance issuance. There are no other shares of capital stock or other equity securities (including securities convertible, exercisable or exchangeable for capital stock) of the Company that are outstanding. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and the holders of shares of Company Common Stock are not entitled to preemptive rights. (ii) Immediately upon the Closing, the Investor Shares will be (and the additional Investor Shares, if any, issued pursuant to Section 2.4 will be, when so issued) duly authorized, validly issued, fully paid and nonassessable, and will be owned of record and beneficially by the Investor, free and clear of any Encumbrances other than the transfer restrictions and other terms and conditions set forth herein and in the Shareholders Agreement. (iii) No bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which shareholders of the Company may vote (“Company Voting Debt”) are issued or outstanding. (iv) The outstanding share capital or registered capital, as the case may be, of each Subsidiary of the Company is duly authorized, validly issued, fully paid and non-assessable, and all of the outstanding share capital or registered capital, as the case may be, of each such Subsidiary is owned, directly or indirectly, by the Company free and clear of any Encumbrances and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity interests, but excluding restrictions under the Securities Act or other Applicable Law relating to securities). The registered capital of each of the Subsidiaries of the Company Option Planincorporated in China has been fully contributed, as certified by accountants qualified in China, and any registered capital contributed in non-cash assets has been fully evaluated and verified by valuers qualified in China. Except as set forth in Section 3.2(c)(iv) of which 5,251,000 are subject to outstanding Company Optionsthe Disclosure Schedule, none of which are the Company or will any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries of the Company) that is or would reasonably be exercisable prior expected to be material to the Effective Time. Company and its Subsidiaries taken as a whole. (v) Except for as set forth in Section 3.2(c)(v), other than the rights created pursuant to this Agreement, Investor Shares and the Company Options Warrants (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred StockWarrant Shares), there are no securities, options, warrants, calls, share appreciation rights, commitments performance units, restricted share units, contingent value rights, “phantom” share units or agreements similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any share capital or other equity interests in, the Company or any of its Subsidiaries, or any other commitments, agreements, arrangements or undertakings of any character kind to which Parent, the Company or any of their respective Subsidiaries is a party or by which any of them is bound obligating Parent, the Company or any of their respective Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or any of its Subsidiaries, Company Voting Debt, Company Common Stock or other voting securities (including securities convertible, exercisable or exchangeable for capital stock) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, share appreciation right, performance unit, restricted share unit, contingent value right, “phantom” share unit or similar security or right derivative of, or providing economic benefits based, directly or indirectly, on the value or price of, any share capital or other equity interests in, the Company or any of its Subsidiaries, or any other commitment, agreement, arrangement or undertakings of any kind. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or equity interest (including any security convertible, exercisable or exchangeable for any equity interest) of the Company or any of its Subsidiaries or to provide funds to, or make investment (in the form of a loan, capital contribution or otherwise) in, the Company or any of its Subsidiaries or any other Person. (vi) Other than the Investment Agreements, there are no shareholder agreements, voting trusts or other contracts to which the Company is a party or by which it is bound obligating relating to the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, voting of any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any capital stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock . (ivii) between or among Except as set forth on Section 3.2(c)(vii) of the Company and any of its stockholders and (ii) to the knowledge Disclosure Schedule, there is no outstanding indebtedness for borrowed money of the Company or ACN, between its Subsidiaries (other than indebtedness for borrowed money owing by the Company or among any a wholly owned Subsidiary of the Company to the Company or a wholly owned Subsidiary of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities laws).

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 shares As of Company Common Stockthe date hereof, of which 19,900,000 are 303,822,854 AMEC Shares were issued and outstanding outstanding. All of the issued AMEC Shares have been duly authorised, validly issued, fully paid and non-assessable. Except as of set forth above and pursuant to joint venture arrangements existing on the date of this Agreement, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights, restricted stock units, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate AMEC or any of its subsidiaries to issue or sell any shares or other securities of AMEC or any of its subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any person a right to subscribe for or acquire, any securities of AMEC or any of its subsidiaries, and (b) 2,000,000 shares no securities or obligations evidencing such rights are authorised, issued or outstanding. Upon any issuance of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as any AMEC Shares and/or ADSs in accordance with the terms of the date of AMEC Employee Share Plans and this Agreement, such AMEC Shares and whichADSs will be duly authorised, as of the date of this Agreementvalidly issued, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free and clear of any liens lien, charge, pledge, security interest, claim or encumbrances other than encumbrance. AMEC does not have outstanding any liens bonds, debentures, notes or encumbrances created by or imposed upon other obligations the holders thereof of which have the right to vote (including those arising under or convertible into or exercisable for securities having the Company Stockholders Agreement, right to vote) with the Company Rights Agreement AMEC Shareholders on any matter. (b) Each AMEC Option and AMEC Award (i) was granted in compliance in all material respects with all applicable Laws and the Company's certificate of incorporation), terms and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws conditions of the Company or any agreement AMEC Employee Share Plans pursuant to which it was issued (ii) in the Company is a party case of an AMEC Option, has an exercise price per share of AMEC Shares equal to or by which it is bound, other greater than the Company Stockholders Agreement and the Company Rights Agreement. As fair market value of a share of AMEC Shares on the date of this Agreementsuch grant (apart from in the case of nil cost options, there are 10,000,000 shares which have been granted with an exercise price of Company Common Stock reserved for issuance zero, and options granted at a discount under the Company terms of the AMEC Savings-Related Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are Scheme) or will be exercisable prior to the Effective Time. Except (iii) qualifies for the rights created pursuant Tax and accounting treatment afforded to this Agreementsuch AMEC Award in AMEC’s Tax Returns and AMEC Reports, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawsrespectively.

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 shares of Company Common Stock1,000,000 Shares, of which 19,900,000 are issued 560,630 Shares were outstanding and 10,000 Shares were held by the Company in treasury, as of the close of business on December 31, 2004, and 25,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Shares”), none of which were outstanding as of the date close of this Agreementbusiness on December 31, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as 2004. All of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock Shares have been duly authorized and are validly issued and are issued, fully paid and non-assessable and free nonassessable. The Company has no Shares or Preferred Shares reserved for issuance, except that, as of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under December 31, 2004, there were 81,000 Shares reserved for issuance pursuant to the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws Stock Plan. Section 5.1(b) of the Company or any agreement to which Disclosure Letter contains a correct and complete list of each outstanding Company Option, including the holder, date of grant, exercise price and number of Shares subject thereto and also contains a correct and complete list of each outstanding share of Company is a party or by which it is boundRestricted Stock, other than including the Company Stockholders Agreement holder and the Company Rights Agreementnumber of Shares of Restricted Stock held by each such holder. As Each of the date of this Agreement, there are 10,000,000 outstanding shares of Company Common Stock reserved for issuance under the Company Option Plan, capital stock or other securities of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion each of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable. Other than nonassessable and owned by the Company Stockholders Agreementor by a direct or indirect wholly owned subsidiary of the Company, the Company Rights Agreement free and the Company Option Plan (and clear of any stock option agreements issued thereunder)lien, pledge, security interest, claim or other encumbrance. Except as set forth above, there are no preemptive or other contractsoutstanding rights, options, phantom equity, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or agreements relating to voting, purchase or sale rights of the Company's capital stock (i) between or among any kind that obligate the Company and or any of its stockholders and (ii) Subsidiaries to the knowledge issue or sell any shares of capital stock or other securities of the Company or ACN, between or among any of the Company's stockholders. All shares its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued in compliance or outstanding. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with all applicable federal and state securities lawsthe stockholders of the Company on any matter (“Voting Debt”).

Capital Structure. The authorized capital stock As of the Company consists close of (a) 200,000,000 shares of business on June 15, 2018, there are 231,700,000 Company Common StockShares outstanding; in addition, of which 19,900,000 are issued and the Company has one sole Company Voting Share outstanding as entitled to vote in the election of the date of this AgreementCompany’s directors, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as held by Parent. All of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of outstanding Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock Shares have been duly authorized and are validly issued and are issued, fully paid and non-assessable and free nonassessable. The Company has no Company Common Shares reserved for issuance. Each of any liens the outstanding shares of capital stock or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and securities of each of the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company ’s Subsidiaries is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than nonassessable and owned by the Company Stockholders Agreementor by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance, except to the extent existing under the organizational documents of such Subsidiary or pursuant to applicable Law (each, a “Lien”). Except as set forth in the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder)Agreement, there are no preemptive or other contractsoutstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or agreements relating to voting, purchase or sale rights of the Company's capital stock (i) between or among any kind that obligate the Company and or any of its stockholders and (ii) Subsidiaries to the knowledge issue or sell any shares of capital stock or other securities of the Company or ACN, between or among any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company's stockholdersCompany or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. All shares The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of outstanding which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the holders of Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawsShares on any matter.

Capital Structure. The authorized capital stock of the Company Evergreen consists ----------------- of (ai) 200,000,000 75,000,000 shares of Company Evergreen Class A Common Stock, (ii) 4,500,000 shares of Evergreen Class B Common Stock and (iii) 6,000,000 shares of preferred stock, $0.01 par value (the "Preferred Stock"). At the close of business on February 18, 1997: (i) 39,100,750 shares of Evergreen Class A Common Stock were issued and outstanding, 1,720,091 shares of Evergreen Class A Common Stock were reserved for issuance pursuant to outstanding options or warrants to purchase Evergreen Class A Common Stock which 19,900,000 are have been granted to directors, officers or employees of Evergreen or others ("Evergreen Stock Options"); (ii) 3,114,066 shares of Evergreen Class B Common Stock were issued and outstanding as and no shares of the date of this Agreement, Evergreen Class B Common Stock were reserved for issuance for any purpose; and (biii) 2,000,000 no shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is Stock were issued and outstanding outstanding. Except as set forth above, at the close of the date of this Agreementbusiness on February 18, and which1997, as of the date of this Agreement, is convertible into 80,100,000 no shares of Company Common Stockcapital stock or other equity securities of Evergreen were authorized, and (ii) of which 50,000 are designated Class B Preferred Stockissued, $0.001 par value per share, none of which are outstanding as of the date hereofreserved for issuance or outstanding. All outstanding shares of Company Common capital stock of Evergreen are, and all shares which may be issued pursuant to Evergreen's stock option plans, as amended to the date hereof (the "Evergreen Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporationOption Plans"), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common outstanding Evergreen Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicableissued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. Other than No bonds, debentures, notes or other indebtedness of Evergreen or any subsidiary of Evergreen having the Company Stockholders Agreementright to vote (or convertible into, or exchangeable for, securities having the Company Rights Agreement right to vote) on any matters on which the stockholders of Evergreen or any subsidiary of Evergreen may vote are issued or outstanding. All the outstanding shares of capital stock of each subsidiary of Evergreen have been validly issued and the Company Option Plan are fully paid and nonassessable and are owned by Evergreen, by one or more wholly- owned subsidiaries of Evergreen or by Evergreen and one or more such wholly- owned subsidiaries, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (and any stock option agreements issued thereundercollectively, "Liens"), there are no other contractsexcept for Liens arising out of Evergreen Media Corporation of Los Angeles' ("EMCLA") senior credit facility and senior notes and those that, commitments individually or agreements in the aggregate, could not reasonably be expected to have an Evergreen Material Adverse Effect. Except as set forth above and except for certain provisions of the Certificate of Incorporation of Evergreen relating to votingtransfers of Evergreen Class B Common Stock and to "alien ownership", purchase neither Evergreen nor any subsidiary of Evergreen has any outstanding option, warrant, subscription or sale of the Company's capital stock other right, agreement or commitment that either (i) between obligates Evergreen or among any subsidiary of Evergreen to issue, sell or transfer, repurchase, redeem or otherwise acquire or vote any shares of the Company and capital stock of Evergreen or any Significant Subsidiary of its stockholders and Evergreen or (ii) restricts the transfer of Evergreen Common Stock. No shares of capital stock of Evergreen are owned of record or beneficially by any subsidiary of Evergreen. Since the close of business on February 18, 1997 to the knowledge date hereof, neither Evergreen nor any subsidiary of the Company Evergreen has issued any capital stock or ACN, between securities or among any of the Company's stockholders. All other rights convertible into or exercisable or exchangeable for shares of such capital stock other than securities issued upon the exercise of Evergreen Stock Options outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state on February 18, 1997 or other convertible securities lawsoutstanding on February 18, 1997.

Capital Structure. The authorized capital stock of the Company consists of (ax) 200,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding 100,000,000 shares of Company Common Stock and (y) 20,000,000 shares of preferred stock, par value $0.001 per share, of which 2,000 shares are designated as Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights AgreementStock. As of the date close of this Agreementbusiness on April 16, 2007, there were: (i) 14,292,603 shares of Company Common Stock issued and outstanding; (ii) 591.6318 shares of Company Preferred Stock issued and outstanding which are 10,000,000 convertible into 9,860,135 shares of Company Common Stock; (iii) accrued but undeclared dividends on the Company Preferred Stock which are convertible into 634,871 shares of Company Common Stock pursuant to the Certificate of Designations of the Company Preferred Stock; (iv) no shares of Company Common Stock held in the treasury of the Company; (v) 4,516,837 shares of Company Common Stock Options available for grant pursuant to the Company Stock Option Plan; (vi) 3,483,163 shares of Company Common Stock reserved for issuance under pursuant to outstanding options granted pursuant to the Company Stock Option Plan, ; and (vii) Company Warrants listed in Section 3.01(c) of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under Disclosure Schedule, representing the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character right to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All purchase 7,102,838 shares of Company Common Stock issuable upon conversion Stock. Except as set forth above, as of the close of business on April 16 2007, there were no shares of capital stock or other equity securities of the Company Class A Preferred Stock issued, reserved for issuance or upon exercise outstanding. All outstanding shares of capital stock of the Company Options described in this Section 3.5 will beare, when and all shares which may be issued pursuant to the respective terms of such Company Class A Preferred Stock or Company OptionsOption Plan shall be, as applicablewhen issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. Other than All securities issued by the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance in all material respects with all applicable federal and state securities lawslaws and all applicable rules and regulations promulgated thereunder. There are no outstanding bonds, debentures, notes or other indebtedness or debt securities of the Company or any of its Subsidiaries that have the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote (collectively, "Voting Debt"). Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend, accelerate the vesting of or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company or any of its Subsidiaries. To the knowledge of the Company, except as provided in Section 3.01(c) of the Company Disclosure Schedule, there are no irrevocable proxies with respect to shares of capital stock of the Company or any Subsidiary of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other agreements or arrangements with or, to the knowledge of the Company, among any securityholders of the Company with respect to securities of the Company. Except as set forth in Section 3.01(c) of the Company Disclosure Schedule, the Company has complied in all respects with any obligation to register shares of Company Common Stock and has not incurred any liability in connection with its failure to register such shares. Except as set forth in Section 3.01(c) of the Company Disclosure Schedule, since April 30, 2006, the Company has not (A) issued or permitted to be issued any shares of capital stock, or securities exercisable for or convertible into shares of capital stock, of the Company or any of its Subsidiaries; (B) repurchased, redeemed or otherwise acquired, directly or indirectly through one or more Subsidiaries, any shares of capital stock of the Company or any of its Subsidiaries or (C) declared, set aside, made or paid to the stockholders of the Company dividends or other distributions on the outstanding shares of capital stock of the Company.

Capital Structure. (a) The authorized Company Shares constitute the whole of the issued and allotted share capital stock of the Company consists of (a) 200,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and whichand, as of the date Agreement Date, consist solely of this Agreement, is convertible into 80,100,000 shares of 1,025,234,000 Company Common Stock, Shares. There are no other allotted or issued Company Shares and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereofno commitments or Contracts to issue any Company Shares. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws None of the Company or its Subsidiaries holds any agreement to which treasury shares. The Sellers own all of the Equity Interests of the Company is a party or by which it is bound, other than the Company Stockholders Equity Awards. Schedule 2.2(a) of the Seller Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list of the Sellers that are the registered owners of any Company Shares and the Company Rights Agreement. As number and type of the date of this Agreement, there are 10,000,000 such shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (so owned by each Seller and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreementbeneficial holders thereof, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreementif applicable. All shares of allotted and issued Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, Shares are duly authorized, validly issued, fully paid and nonassessable. Other are free of any Encumbrances (other than Permitted Encumbrances), pre-emptive rights or “put” or “call” rights, the Organizational Documents or any Contract to which the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of Subsidiaries is a party or by which the Company or ACN, between or among any of its Subsidiaries or any of their respective assets are bound. There is no Liability for dividends accrued and unpaid by the Company's stockholders. All shares of outstanding allotted and issued Company Common Stock and Company Class A Preferred Stock and Shares that have been issued by the Company Options Company, were issued in compliance with all Applicable Law and all requirements set forth in the Organizational Documents and any applicable federal Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets are bound. Other than pursuant to the Company Equity Plans, there are no issued, reserved for issuance, promised and state ungranted or outstanding options, warrants, stock appreciation rights, restricted share units, phantom stock, calls, subscriptions or other rights to acquire from the Company or its Subsidiaries or other obligations of the Company or its Subsidiaries to issue or allot, any Equity Interests. No Equity Interests will be outstanding under the Company Equity Plans at, and after giving effect to, the Closing. (b) Schedule 2.2(b) of the Seller Disclosure Letter sets forth, as of the Agreement Date, a complete and correct list of each outstanding Award and each outstanding Company Phantom Equity Award (each, a “Company Equity Award”), including (i) the holder (or an employee ID number), (ii) the date of grant, (iii) the number of Company Shares subject to such Company Equity Award, and (iv) the vesting schedule. All Company Equity Awards were granted under the Company Equity Plans. Accurate and complete copies of the standard grant agreement evidencing such Company Equity Awards and each grant agreement evidencing each Company Equity Award that does not conform to the standard agreement have been made available to Acquirer. All Company Equity Awards have been granted in compliance with Applicable Law and the terms of the Company Equity Plans. (c) Since the Prior Transaction Date, the Company has not repurchased, redeemed or otherwise reacquired any of its Company Shares or Equity Interests. (d) Schedule 2.2(d) of the Seller Disclosure Letter identifies each employee of the Company or its Subsidiaries or other Person with an offer letter or other Contract or Company Employee Plan that contemplates a grant of, or right to purchase or receive restricted share units, phantom equity or other securities lawsof the Company or any of its Subsidiaries that, in each case, have not been issued or granted as of the Agreement Date, together with the number of Company Shares or other securities subject to such equity awards and any promised terms thereof.

Capital Structure. (i) The authorized capital stock of the Company consists of (ax) 200,000,000 shares of Company Common Stock37,860 Class A Shares, of which 19,900,000 are 16,940 Class A Shares were issued and outstanding as of the date of this Agreement and (y) 5,000 Class B Shares, of which 570 Class B Shares were issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as . All of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock Shares have been duly authorized and are validly issued and are issued, fully paid and non-assessable and free nonassessable. The Company has no Shares reserved for issuance. Each of any liens the outstanding shares of capital stock or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and securities of each of the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company ’s Subsidiaries is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessablenonassessable and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any Shares or any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any Shares or any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth (x) each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary and (y) the Company’s or its Subsidiaries’ capital stock, voting or equity interest or other direct or indirect ownership interest in any other Person. With respect to each Person identified on Section 5.1(b)(iv)(y) of the Company Disclosure Letter as an entity which is not a Subsidiary of the Company and is identified as an investment therein (each such entity, a “Minority Investment”), the Company has delivered to Parent copies of all Contracts and other documents to which the Company or any of its Subsidiaries is a party that was entered into or relates in any way to any Minority Investment. Neither the Company nor any of its Subsidiaries is obligated to make any capital contribution or to assume or otherwise become liable for any debts or obligations or make any other payments with respect to any of the Minority Investments. (iii) Neither the Company nor any of its Subsidiaries conducts any business with, or is a party to any Contract or arrangement with, PrimeEnergy Corporation. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder)restrictions pursuant to applicable Law, there are no other contracts, commitments or agreements relating to voting, purchase or sale of restrictions on the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge ability of the Company or ACN, between or among any of its Subsidiaries to sell any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and common stock of PrimeEnergy Corporation that the Company Options were issued in compliance with all applicable federal and state securities lawsor any of its Subsidiaries holds.

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 900,000,000 shares of Company Common Stock and 100,000,000 shares of preferred stock, without par value (the “Company Preferred Stock”). As of December 3, 2006, (a) 51,024,977 shares of which 19,900,000 are Company Common Stock (including the associated Series A Junior Participating Preferred Stock Purchase Rights) were issued and outstanding, (b) 75,716 shares of Company Common Stock were held by the Company in its treasury, (c) deferred stock units to acquire 7,936 shares of Company Common Stock were issued and outstanding as of under the date of this AgreementCompany’s Long-Term Incentive Plan, and (bd) 2,000,000 stock-settled stock appreciation rights to acquire 680,586 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is Common Stock were issued and outstanding as granted pursuant to the Company’s Long Term Incentive Plan, (e) performance shares to acquire 477,870 shares of Company Common Stock were issued and outstanding granted pursuant to the date of this AgreementCompany’s Long Term Incentive Plan, and which, as of the date of this Agreement, is convertible into 80,100,000 (f) director stock units to acquire 7,936 shares of Company Common Stock, and (iig) no shares of which 50,000 are designated Class B Company Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereofStock were issued and outstanding. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws capital stock of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to or issued in violation of any preemptive rights. Other than Except for the Company Stockholders Agreement, Top-Up Option or as specified in the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder)second sentence of this Section 3.3, there are no other contractsnot issued, commitments reserved for issuance or agreements relating to voting, purchase or sale of the Company's capital stock outstanding (iA) between or among the Company and any of its stockholders and (ii) to the knowledge securities of the Company or ACN, between or among any of the Company's stockholders. All its Subsidiaries convertible into or exchangeable or exercisable for shares of outstanding Company Common Stock and Company Class A Preferred Stock and capital stock or voting securities of the Company Options were issued or any of its Subsidiaries or (B) any warrants, calls, options, subscriptions or other rights, agreements or commitments to acquire from the Company or any of its Subsidiaries, or any obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries (i) has any obligation to repurchase, redeem or otherwise acquire the securities described in compliance the preceding sentence or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities or (ii) is a party to any voting agreement or proxy with all applicable federal and state securities lawsrespect to the voting of any such securities.

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 shares of Company Common Stock201,000,000 Shares, of which 19,900,000 are issued and 147,128,033 Shares were outstanding as of the date close of this Agreementbusiness on October 30, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as 2015. All of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock Shares have been duly authorized and are validly issued and are issued, fully paid and non-assessable and free nonassessable. As of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders AgreementOctober 30, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound2015, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock 20,520,928 Shares reserved for issuance under the Company Option Stock Plan, with respect to which 13,760,875 Shares were issuable upon the exercise of which 5,251,000 are outstanding Company Options (at a weighted-average exercise price of $8.050 per Share) and 557,601 Shares were subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this AgreementRSUs, and 672,186 Shares reserved for issuance in respect of the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders AgreementESPP, the Company Option Plan or the Company Rights Agreementhas no Shares reserved for issuance. Section 5.1(b) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise Disclosure Letter sets forth a correct and complete list of the outstanding Company Options described in this Section 3.5 will beand Company RSUs, when issued pursuant and with respect to each such award, the respective terms date of such Company Class A Preferred Stock or Company Optionsgrant and, where applicable, the exercise price thereof, as applicableof October 30, 2015. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable. Other than nonassessable and, except as is not reasonably expected to have a Company Material Adverse Effect, owned by the Company Stockholders Agreementor by a direct or indirect wholly owned Subsidiary of the Company, the Company Rights Agreement free and the Company Option Plan (and clear of any stock option agreements issued thereunder)Lien. Except as set forth above, there are no preemptive or other contractsoutstanding rights, options, warrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or agreements relating to voting, purchase or sale rights of the Company's capital stock (i) between or among any kind that obligate the Company and or any of its stockholders and (ii) Subsidiaries to the knowledge issue or sell any shares of capital stock or other equity securities of the Company or ACNany of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, between or among giving any Person a right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except as set forth above, there are no outstanding stock-appreciation rights, security-based performance units, “phantom” stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based in whole or in part on the value of any capital stock of the Company's stockholders. All Upon any issuance of any Shares in accordance with the terms of the Stock Plan or the ESPP, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any lien, charge, pledge, security interest, claim or other encumbrance other than general restrictions on transfer imposed by the applicable U.S. federal securities Laws and the rules and regulations of the SEC thereunder (collectively, the “Securities Laws”) (each, a “Lien”). The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. For purposes of this Agreement, a wholly owned Subsidiary of the Company shall include any Subsidiary of the Company of which all of the shares of outstanding Company Common Stock and Company Class A Preferred Stock and capital stock of such Subsidiary are owned by the Company Options were issued in compliance with all applicable federal and state securities laws(or a wholly owned Subsidiary of the Company).

Capital Structure. (a) The authorized capital stock of the Company HT consists of (a) 200,000,000 70,000 shares of Company HT Common Stock, of which 19,900,000 70,000 shares are issued and outstanding as of the date of this Agreement, Agreement and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 no shares are designated Company Class A Preferred Stock, one of which is issued and outstanding held as treasury shares by HT. The HT Disclosure Schedule sets forth all holders of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company HT Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free the number of shares owned. The HT Disclosure Schedule also sets forth any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreementoptions, the Company Rights Agreement and the Company's certificate of incorporation)warrants, and are not subject to preemptive rights calls, conversion rights, commitments, agreements, contracts, understandings, restrictions, arrangements or rights of first refusal created by statuteany character (each, the certificate of incorporation or bylaws of the Company or any agreement an "HT OPTION") to which the Company HT is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will HT may be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company HT to issue, deliver, deliver or sell, repurchase or redeem or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any additional shares of Company Capital Stock the capital stock of HT, or obligating the Company HT to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, conversion right, commitment conversion payment, commitment, agreement, contract, understanding, restriction, arrangement or agreement. right. (b) All outstanding shares of Company HT Common Stock issuable upon conversion are, and any shares of the Company Class A Preferred HT Common Stock or issued upon exercise of the Company any Outstanding HT Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid paid, nonassessable and nonassessablenot subject to any preemptive rights (other than those which have been duly waived), or to any agreement to which HT is a party or by which HT may be bound. HT does not have outstanding any bonds, debentures, notes or other indebtedness the holders of which (i) have the right to vote (or convertible or exercisable into securities having the right to vote) with holders of shares of HT Common Stock on any matter ("HT VOTING DEBT") or (ii) are or will become entitled to receive any payment as a result of the execution of this Agreement or the completion of the transactions contemplated hereby. (c) Other than the Company Stockholders AgreementHT Note, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were promissory notes have been issued in compliance with all applicable federal and state securities lawsby HT.

Capital Structure. (i) The authorized capital stock of the Company consists of (a) 200,000,000 2,000,000,000 shares of common stock no par value, of the Company (the “EFH Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i”) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 1,669,861,379.02 shares of Company EFH Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which Stock are outstanding as of the date hereof. All of the outstanding shares of Company EFH Common Stock and Company Class A Preferred Stock have been duly authorized and are validly issued and are issued, fully paid and non-assessable and free nonassessable. Upon the issuance of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Reorganized EFH Common Stock reserved for issuance under in connection with the Company Option PlanIssuance, such shares of which 5,251,000 are subject to outstanding Company Options, none of which are or Reorganized EFH Common Stock will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessablenon-assessable. Other than up to 7,164,000 shares of EFH Common Stock issuable pursuant to the terms of outstanding awards under the Company Stockholders Agreement, Stock Plan outstanding as of the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder)date hereof, there are no options to purchase shares of EFH Common Stock issued and outstanding. Except as set forth in this Section 5.1(b)(i) and Section 5.1(b)(i) of the Company Disclosure Letter, there are no, and upon the issuance of shares of Reorganized EFH Common Stock in connection with the Issuances there will be no, preemptive or other contractsoutstanding rights, options, warrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or agreements relating rights of any kind that obligate the Company, the reorganized Company, or any of their Subsidiaries to voting, purchase issue or sale sell any shares of capital stock or other equity securities of the Company's capital stock (i) between , the reorganized Company, or among the Company and any of its stockholders their Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of the Company, the reorganized Company or any of their Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (ii) Except as set forth on Section 5.1(b)(ii) of the Company Disclosure Letter, none of the Subsidiaries of the Company own any shares of EFH Common Stock. Section 5.1(b)(ii) of the Company Disclosure Letter sets forth a list of the Company’s Subsidiaries and the Company’s and each other Person’s equity interests in such Subsidiaries. Except as set forth on Section 5.1(b)(ii) of the Company Disclosure Letter, each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable, in the case of capital stock, and, in the case of equity securities that are not capital stock, the owners of such equity securities have no obligation to make capital contributions or other payments with respect to such equity securities under the knowledge organizational or governing documents of the applicable Subsidiary of the Company or ACNunder applicable Law or to make payments to creditors of the applicable Subsidiary of the Company solely by reason of ownership of such equity securities. Except as set forth on Section 5.1(b)(ii) of the Company Disclosure Letter, between the ownership interests in each Subsidiary is owned by the Company or among by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”), other than Liens permitted under and pursuant to EFIH’s debtor-in-possession credit facility and restrictions on transfer arising under applicable securities laws. Except as set forth on Section 5.1(b)(ii) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has entered into any commitment, arrangement or agreement, or are otherwise obligated, to contribute capital, loan money or otherwise provide funds or make additional investments in any other Person, other than any such commitment, arrangement or agreement with respect to, direct or indirect, wholly owned Subsidiaries of the Company or pursuant to a Contract (as defined below) binding on the Company or any of its Subsidiaries and set forth in Section 5.1(b)(ii) of the Company Disclosure Letter. For purposes of this Agreement, a “wholly owned Subsidiary” shall include any Subsidiary of the Company (or Parent) of which all of the shares of capital stock or other equity interests are owned by the Company (or Parent) or one or more wholly owned Subsidiaries of the Company (or Parent), as applicable. (iii) Except as set forth in Section 5.1(b)(iii) of the Company Disclosure Letter, there are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or by which any of the Company's stockholders. All shares foregoing is bound relating to the voting or registration of outstanding Company Common Stock and Company Class A Preferred Stock and any equity securities of the Company Options were or any of its Subsidiaries. (iv) Except with respect to the right to vote on a plan of reorganization of the Debtors under the Bankruptcy Code in connection with the Chapter 11 Cases, no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote on any matters on which equity holders of the Company or its Subsidiaries may vote, are issued in compliance with all applicable federal and state securities lawsor outstanding.

Capital Structure. The As of the date hereof, the authorized capital stock of the Company consists of (a) 200,000,000 1,125,519,213 shares of Company Common Stock. On or before November 30, of which 19,900,000 are issued and outstanding as of the date of this Agreement1997, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding 574,037,149 shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly shall be issued and are fully paid outstanding of which 99.9% shall be held and non-assessable owned beneficially and free of any liens record by the Stockholder. On or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreementbefore November 30, the Company Rights Agreement and the Company's certificate 1997 all outstanding shares of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws capital stock of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will shall be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessablenonassessable and shall not be subject to preemptive rights. Other than There are no bonds, debentures, notes or other indebtedness of the Company Stockholders Agreement, having the right to vote (or convertible into securities having the right to vote) on any matters on which shareholders of the Company Rights Agreement and may vote. Except as set forth above, as of November 30, 1997, there will not be any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Option Plan (and any stock option agreements issued thereunder)or the Stockholder is a party or by which it or he is bound obligating the Company to issue, there are no other contractsdeliver or sell, commitments or agreements relating cause to votingbe issued, purchase delivered or sale sold, additional shares of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge other voting securities of the Company or ACNobligating the Company to issue, between grant, extend or among enter into any such security, option warrant, call, right, commitment, agreement, arrangement or undertaking. On or before November 30, 1997, there shall not be any outstanding contractual obligations of the Company or any of the Company's stockholders. All Stockholder to repurchase, redeem or otherwise acquire any shares of outstanding capital stock of the Company. On or before November 30, 1997 the 99.9% of the Company Common Stock and Company Class A Preferred Stock and to be sold by the Stockholder to the Buyer (i) shall not be subject to any option, warrant, call, right, commitment, agreement, assignment or undertaking of any kind which would obligate the Stockholder to sell the Company Options were issued in compliance Shares to any person other than the Buyer, (ii) shall have been duly authorized and, (iii) when delivered pursuant to this Agreement, will be duly and validly issued, registered with all applicable federal the Superintendencia de Valores y Seguros of the Republic of Chile and state securities lawsfully-paid and nonassessable, and free of any Liens or restrictions.

Capital Structure. The (i) As of immediately prior to the Initial Closing, the authorized capital stock of the Company Issuer consists of (a) 200,000,000 32,000,000 shares of Company Common Stock, 25,000,000 of which 19,900,000 are designated Class A Common Stock, 9,999,980 of which are issued and outstanding as of the date of this Agreementoutstanding, and (b) 2,000,000 6,000,000 of which are designated Class B Common Stock, 1,283,000 of which are issued and outstanding, and 1,000,000 shares of Company Preferred Stock, (i) 125,000 of which 50,000 shares are designated Company Class A Preferred Stock, one 125,000 of which is are issued and outstanding as of the date of this Agreementoutstanding, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) 5,000 of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none 2,850 of which are outstanding as of issued and outstanding. Neither the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized nor the Class B Preferred Stock is convertible into Common Stock. The rights, preferences, privileges and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws restrictions of the Company or any agreement to which Common Stock and Preferred Stock are as stated in the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights AgreementCertificate of Incorporation. As All of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion Equity securities of the Company Class A Preferred Stock or upon exercise Issuer and each of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, its Subsidiaries are duly authorized, validly issued, fully paid and nonassessablenon-assessable free and clear of any preemptive or similar right. Other than Except as set forth on Schedule 4.1(k)(i) or in the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder)Transaction Documents, there are no other contractslock-up or market standoff agreements and no outstanding rights, commitments options, warrants, preemptive rights, rights of first refusal or agreements relating to voting, similar rights for the purchase or sale acquisition from the Issuer of any securities of the Company's capital Issuer nor are there any commitments to issue or execute any such rights, options, warrants, preemptive rights or rights of first refusal. Neither the Issuer nor any of its Subsidiaries is obligated to issue or sell any of its Equity securities to any Person, except as set forth on Schedule 4.1(k)(i) hereto or pursuant to the Transaction Documents. There are no outstanding rights or obligations of the Issuer to repurchase or redeem any of its Equity securities, except as set forth in the Certificate of Incorporation or Schedule 4.1(k)(i). All outstanding securities have been issued in compliance with state and federal securities laws. Except as set forth in the 2005 Restricted Stock Plan (as described in Section 4.1(k)(ii) below), none of the Issuer’s stock purchase agreements or restricted stock documents contains a provision for acceleration of vesting (or lapse of a repurchase right) upon the occurrence of any event or combination of events. (ii) The Issuer has also reserved an aggregate of 1,500,000 shares of Common Stock for issuance to employees and consultants pursuant to the Issuer’s 2005 Restricted Stock Plan, under which (i) between or among 1,283,000 shares have been issued and are reflected in the Company and any of its stockholders currently outstanding Common Stock, and (ii) 217,000 shares remain available for future grant. Except as set forth in this Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, for the purchase or acquisition from the Issuer of any shares of its capital stock or any other agreements to participate in the profits of the Issuer. Except as set forth on Schedule 4.1(k)(ii), all shares issued pursuant to the knowledge of 2005 Restricted Stock Plan vest and are subject to repurchase, according to the Company or ACNterms and conditions set forth in the 2005 Restricted Stock Plan. (iii) Except as set forth on Schedule 4.1(k)(iii), between or among the Issuer has no outstanding debt for borrowed money. Since July 12, 2005, no interest has been paid on any of the Company's stockholdersIssuer’s outstanding debt for borrowed money held by Affiliates of the Issuer. (iv) Schedule 4.1(k)(iv) sets forth (A) a true and complete list of the equity holders (other than the holders of the Issuer’s restricted stock issued pursuant to the 2005 Restricted Stock Plan) of the Issuer, which list contains the name and number of securities held by each such equity holder, (B) a true and complete list of each secured debt holder of the Issuer, other than secured debt holders of purchase money indebtedness, (C) a true and complete list of the unsecured debt of the Issuer held by Affiliates of the Issuer, (D) a true and complete list of the debt of the Issuer held by ▇▇▇▇▇▇ (▇▇▇) ▇▇▇▇▇▇▇ and his Affiliates, and (E) a table representing the capitalization of the Issuer immediately following the Closing of the transactions contemplated by this Agreement. All The Issuer has provided the Purchasers a true and correct list of each holder of the Issuer’s restricted stock issued pursuant to the 2005 Restricted Stock Plan, which list contains the name and number of shares held by each such holder. (v) Except as set forth on Schedule 4.1(k)(v), none of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were Issuer’s securities has been issued or sold pursuant to a transaction in compliance with all which any person was paid compensation for finding, introducing, arranging for or procuring the sale of the Issuer’s securities. Except as set forth on Schedule 4.1(k)(iv), no person has been paid a success fee or other compensation based upon whether or not a sale of the Issuer’s securities was consummated, or has participated in the negotiation or recommended the sale, of the Issuer’s securities in such a way as to cause such person to be considered a broker-dealer under the securities laws of applicable United States federal and or state laws that might give the purchaser of such securities lawsthe right to rescind the sale thereof or to receive any payment from the Issuer as a result thereof.

Capital Structure. The (a) As of the close of business on the Business Day immediately preceding the date of this Agreement (or as of the date hereof, with respect to the Class C Shares), the authorized capital stock of the Company consists of (ai) 200,000,000 shares of Company Common Stock500,000 Class A Shares, without par value (the “Class A Shares”), of which 19,900,000 are issued and outstanding as 121,450 Class A Shares were outstanding, (ii) 2,000,000 Class B Shares, without par value (the “Class B Shares”), of which 403,325 Class B Shares were outstanding, (iii) 24 Class C Shares, without par value (the date “Class C Shares”), of this Agreementwhich no Class C Shares were outstanding, and (biv) 2,000,000 shares of Company Preferred StockClass E Shares, without par value (i) the “Class E Shares,” and together with the Class A Shares, the Class B Shares and the Class C Shares, the “Shares”), of which 50,000 shares are designated Company 86,370 Class A Preferred Stock, one of which is issued and outstanding as E Shares were outstanding. All of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock Shares have been duly authorized and are validly issued and are issued, fully paid and non-assessable and free nonassessable. Each of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and outstanding shares of capital stock of each of the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company ’s Subsidiaries is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than nonassessable and owned by the Company Stockholders Agreementor by a direct or indirect wholly-owned Subsidiary of the Company, the Company Rights Agreement free and the Company Option Plan (and clear of any stock option agreements issued thereunder), there Lien. There are no preemptive or other contractsoutstanding rights, options, warrants, conversion rights, stock appreciation rights, agreements, arrangements, calls, commitments or agreements relating to voting, purchase or sale rights of the Company's capital stock (i) between or among any kind that obligate the Company and or any of its stockholders and (ii) Subsidiaries to the knowledge issue or sell any shares of capital stock or other securities of the Company or ACNany of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, between or among giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the Shareholders on any matter. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Share or any security of the Company's stockholders, any Subsidiary, or any other Person. All shares There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of any Subsidiary or the Company other than the Voting Agreements. Other than as set forth in Section 3.2(a) of the Company Disclosure Letter, there is no obligation by the Company or any of its Subsidiaries to make any payments based on the market price or value of the Shares. (b) Section 3.2(b) of the Company Disclosure Letter contains a correct and complete list of all outstanding LTIP Units granted by the Company, including whether the LTIP Unit is a Full Value Unit or an Appreciation Unit, the holder, grant date, performance cycle, vesting schedule and, where applicable, base value. (c) Section 3.2(c) of the Company Common Stock Disclosure Letter sets forth (x) each of the Company’s Subsidiaries and the ownership interest of the Company Class A Preferred Stock in each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary and (y) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person (other than securities in a publicly traded company held for investment by the Company or any of its Subsidiaries and consisting of less than 1% of the outstanding capital stock of such company), and the Company Options were issued in compliance with all applicable federal or its Subsidiaries, as applicable, have good and state securities lawsvalid title to any such capital stock, equity interests or other direct or indirect ownership interests.

Capital Structure. (a) The authorized share capital stock of the Company consists solely of (ai) 200,000,000 shares an unlimited number of Company Voting Common StockShares, of which 19,900,000 5,957,365 shares are issued and outstanding as of the date of this AgreementClosing Date, and (bii) 2,000,000 shares an unlimited number of Company Preferred StockNon-Voting Common Shares, (i) of which 50,000 shares 53,267 are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date Closing Date. There are no other issued and outstanding Company Shares and no commitments or Contracts to issue any Company Shares other than: (i) pursuant to the exercise of this Agreement, Company Options under the Company Option Plan that are outstanding immediately prior to the Closing; and which(ii) Company Debentures and the 500 Startups Debenture that are outstanding immediately prior to the Closing. The Company holds no treasury shares. Schedule 2.2(a) of the Company Disclosure Letter sets forth, as of the date Closing Date, (i) a true, correct and complete list of this Agreementthe Shareholders and the number and type of such shares so owned by such Shareholder, is convertible into 80,100,000 shares of Company Common Stockand any beneficial holders thereof, if applicable and (ii) the number of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as Company Shares owned by such Company Shareholder after giving effect to all conversion rights and anti-dilution and similar adjustments. As of the date hereofClosing, there will be no Company Shares that are Unvested Company Shares. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and outstanding Company Shares are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders AgreementEncumbrances, the Company Rights Agreement and the Company's certificate of incorporation)outstanding subscriptions, and are not subject to preemptive rights or “put” or “call” rights of first refusal created by statute, the certificate of incorporation or bylaws of Company Articles, the Company Bylaws or any agreement Contract to which the Company is a party or by which it the Company or any of its assets is bound. The Company has never declared or paid any dividends on any Company Shares. There is no Liability for dividends accrued and unpaid by the Company. All issued and outstanding Company Shares and all Company Options were issued in compliance with Applicable Law, other than including applicable securities laws, and all requirements set forth in the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders AgreementArticles, the Company Option Plan or the Company Rights Agreement) Bylaws and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character applicable Contracts to which the Company is a party or by which the Company or any of its assets is bound. None of the outstanding Company Shares were issued in violation of any preemptive rights or other rights to subscribe for or purchase securities of the Company. The company is a “private issuer” as defined in Section 2.4 of National Instrument 45-106 – Prospectus Exemptions. (b) Immediately prior to the Closing, the Company has reserved 1,992,163 Company Shares for issuance to employees, non-employee directors and consultants pursuant to the Company Option Plan, of which 1,950,855 shares are subject to outstanding and unexercised Company Options, and 41,308 shares remain available for issuance thereunder. Schedule 2.2(b) of the Company Disclosure Letter sets forth, as of immediately prior to the Closing, a true, correct and complete list of all Optionholders, and each Company Option, whether or not granted under the Company Option Plan, including the number of Company Shares subject to each Company Option, the number of such shares that are vested or unvested, the “date of grant” of such Company Option, the vesting commencement date, the vesting schedule (and the terms of any acceleration thereof), the exercise price per share, the term of each Company Option, the plan from which such Company Option was granted (if any) and the country and state of residence of such Optionholder. In addition, Schedule 2.2(b) of the Company Disclosure Letter indicates, as of immediately prior to the Closing, which Optionholders are Persons that are not employees of the Company (including non-employee directors, consultants, advisory board members, vendors, service providers or other similar Persons), including a description of the relationship between each such Person and the Company. True, correct and complete copies of each Company Option Plan, all agreements and instruments relating to or issued under each Company Option Plan (including executed copies of all Contracts relating to each Company Option and the Company Shares purchased under such Company Option) have been provided to Acquirer, and such Company Option Plan and Contracts have not been amended, modified or supplemented since being provided to Acquirer, and there are no agreements, understandings or commitments to amend, modify or supplement such Company Option Plan or Contracts in any case from those provided to Acquirer. Except as set forth on Schedule 2.2(b) of the Company Disclosure Letter, the terms of the Company Option Plan permit the treatment of Company Options as provided herein, without notice to, or the consent or approval of, the Optionholders, the Shareholders or otherwise and without any acceleration of the exercise schedule or vesting provisions in effect for such Company Options. (c) As of the Closing Date, there are no authorized, issued or outstanding Equity Interests of the Company other than the Company Debentures, the 500 Startups Debenture, the Company Shares and the Company Options. Other than as set forth on Schedules 2.2(a) and 2.2(b) of the Company Disclosure Letter, as of the Closing Date, no Person has any Equity Interests of the Company, share appreciation rights, share units, share schemes, calls or rights, or is party to any Contract of any character to which the Company or a Company Securityholder is a party or by which it or its assets is bound bound, (i) obligating the Company or such Company Securityholder to issue, deliver, sell, repurchase or redeem redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares Equity Interests of the Company Capital Stock or other rights to purchase or otherwise acquire any Equity Interests of the Company, whether vested or unvested, or (ii) obligating the Company to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrantCompany Option, call, rightright or Contract, commitment and there is no condition or agreement. All shares circumstance that may give rise to or provide a basis for the assertion of Company Common Stock issuable upon conversion a claim by any Person to the effect that such Person is entitled to acquire or receive any Equity Interests of the Company. (d) No Company Class A Preferred Stock Debt (i) granting its holder the right to vote on any matters on which any Company Securityholder may vote (or that is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon exercise or derived from capital or voting share of the Company, is issued or outstanding as of the Closing Date (collectively, “Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than Voting Debt”). (e) Except for the Company Stockholders Agreement, the Company Rights Agreement Articles and the Company Option Plan (and any stock option agreements issued thereunder)Shareholder Agreements, there are no other contracts, commitments or agreements Contracts relating to voting, purchase purchase, sale or sale transfer of the Company's capital stock any Company Shares (i) between or among the Company and any Company Securityholder, other than written Contracts granting the Company the right to purchase unvested shares upon termination of its stockholders employment or service, and (ii) to the knowledge of the Company or ACNCompany, between or among any of the Company Securityholders. Except as set forth in Schedule 2.2(e) of the Company Disclosure Letter, neither the Company Option Plan nor any Contract of any character to which the Company is a party to or by which the Company or any of its assets is bound relating to any Company Options or Unvested Company Shares requires or otherwise provides for any accelerated vesting of any Company Options or Unvested Company Shares or the acceleration of any other benefits thereunder, in each case in connection with the Transactions or upon termination of employment or service with the Company or Acquirer, or any other event, whether before, upon or following the Closing or otherwise. (f) As of the Closing, (i) the number of Company Shares set forth in the Spreadsheet as being owned by a Person, or subject to Company Options owned by such Person, will constitute the entire interest of such Person in the issued and outstanding Company Shares or any other Equity Interests of the Company's stockholders, (ii) no Person not disclosed in the Spreadsheet will have a right to acquire from the Company any Company Shares or Company Options or any other Equity Interests of the Company and (iii) the Company Shares and Company Options disclosed in the Spreadsheet will be free and clear of any Encumbrances. (g) Schedule 2.2(g) of the Company Disclosure Letter identifies each employee of the Company or other Person with an offer letter or other Contract or Company Employee Plan that contemplates a grant of, or right to purchase or receive: (i) options to purchase Company Shares or other equity awards with respect to Company Shares or (ii) other securities of the Company, that in each case, have not been issued or granted as of the Closing Date, together with the number of such options, other equity awards or other securities and any promised terms thereof. (h) Schedule 2.2(h) of the Company Disclosure Letter accurately sets forth with respect to any Company Shares ever repurchased or redeemed by the Company: (i) the name of the seller of such shares; (ii) the number, class and series of shares repurchased or redeemed; (iii) the date of such repurchase or redemption; and (iv) the price paid by the Company for such shares. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and Shares ever repurchased or redeemed by the Company Options were issued repurchased or redeemed in compliance with with: (A) Applicable Law, including all applicable federal and state securities laws; and (B) all requirements set forth in all applicable Contracts.

Capital Structure. (a) The authorized share capital stock of the Company consists of (a) 200,000,000 shares Company Shares. At the close of business on April 3, 2015, 71,016,771 Company Common Stock, of which 19,900,000 are Shares were issued and outstanding outstanding. Except as set forth in this Section 4.03(a), at the close of the date of this Agreementbusiness on April 3, and (b) 2,000,000 shares of Company Preferred Stock2015, (i) of which 50,000 shares are designated Company Class A Preferred Stockno share capital or voting securities of, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreementequity interests in, the Company Rights Agreement and were issued, reserved for issuance or outstanding. From the Company's certificate close of incorporation)business on April 3, and are not subject 2015 to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under have been no issuances by the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are share capital or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price voting securities of, or otherwise amend or enter into any such optionother equity interests in, warrant, call, right, commitment or agreementthe Company. All shares of Company Common Stock issuable upon conversion Except as set forth in Section 4.03(a) of the Company Class A Preferred Stock or upon exercise Disclosure Letter, there is no secured Indebtedness of the Company Options described in this Section 3.5 will be, when issued pursuant outstanding that would give rise to a consent right of a secured creditor under the respective terms of such Cayman Companies Law. (b) All outstanding Company Class A Preferred Stock or Company Options, as applicableShares are, duly authorized, validly issued, fully paid and nonassessable. Other than nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Company Stockholders AgreementCayman Companies Law, the Company Rights Agreement and Articles or any Contract to which the Company Option Plan (and any stock option agreements issued thereunder)is a party or otherwise bound. All grants of equity awards or other rights with respect to Company Shares to current or former directors, there are no other contractsofficers, commitments employees, agents or agreements relating to voting, purchase or sale consultants of the Company have been made in accordance with the terms of the Company's capital stock (i) between or among the Company ’s 2013 Equity Incentive Plan and award agreements thereunder and any of its stockholders and (ii) to the knowledge policy of the Company or ACNthe Board of Directors of the Company (the “Company Board”) (including any committee thereof), between the Exchange Act and all other applicable Laws, including the rules of NASDAQ, relating to the grant of such awards or among rights. Except as set forth above in this Section 4.03, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any share capital or voting securities of, or other equity interests in, the Company or any securities of the Company convertible into or exchangeable or exercisable for shares of share capital or voting securities of, or other equity interests in, the Company, (y) any warrants, calls, options or other rights to acquire from the Company, or any other obligation of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, any share capital or voting securities of, or other equity interests in, the Company or (z) any rights issued by or other obligations of the Company that are linked in any way to the price of any class of Company share capital or any shares of share capital or voting securities of, or other equity interests in, the Company, the value of the Company's stockholders, any part of the Company or any dividends or other distributions declared or paid on any share capital or voting securities of, or other equity interests in, the Company. All Except for acquisitions, or deemed acquisitions, of Company Shares, there are not any outstanding obligations of the Company to repurchase, redeem or otherwise acquire any shares of outstanding Company Common Stock and Company Class A Preferred Stock and share capital or voting securities or other equity interests of the Company Options were issued or any securities, interests, warrants, calls, options or other rights referred to in compliance clause (x), (y) or (z) of the immediately preceding sentence. There are no debentures, bonds, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the Company’s shareholders may vote (“Company Voting Debt”). The Company is not a party to any voting agreement with all applicable federal and state respect to the voting of any share capital or voting securities lawsof, or other equity interests in, the Company. The Company is not a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company.

Capital Structure. (a) The authorized capital stock of the Company consists of (a) 200,000,000 14,000,000 shares of Company Common Stock, of which 19,900,000 are issued and 8,200,765 shares of Common Stock were outstanding as of the date close of this Agreementbusiness on January, 10, 2018, and (b) 2,000,000 1,000,000 shares of Company Preferred Stockpreferred stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as par value $0.001 per share of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per shareCompany, none of which are were outstanding as immediately prior to the execution and delivery by the Company of this Agreement. All of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and are validly issued and are issued, fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the nonassessable. The Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 has no shares of Company Common Stock reserved for issuance under future issuance. Each of the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock capital stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares other securities of Company Common Stock issuable upon conversion each of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable. Other than nonassessable and owned by the Company Stockholders Agreementor by a direct or indirect wholly-owned Subsidiary of the Company, the Company Rights Agreement free and the Company Option Plan (and clear of any stock option agreements issued thereunder)Lien. Except as set forth above, there are no preemptive or other contractsoutstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or agreements relating rights of any kind that obligate the Company or any of its Subsidiaries to votingissue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, purchase or sale giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. (b) Section 2.2(b) of the Company Disclosure Letter sets forth (i) each of the Company's capital stock (i) between or among ’s Subsidiaries and the ownership interest of the Company and in each such Subsidiary, as well as the ownership interest of any of its stockholders other Person or Persons in each such Subsidiary and (ii) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person. (c) Except as expressly contemplated by this Agreement, there are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or otherwise to the knowledge Company’s Knowledge with respect to the voting of any capital stock of the Company or ACN, between or among any of the Company's stockholders. All shares its Subsidiaries. (d) There are no contracts, agreements or understandings granting any Person registration rights or other similar rights to have any securities of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance registered for resale pursuant to a registration statement filed with all applicable federal and state securities lawsthe SEC or otherwise registered for resale.

Capital Structure. (a) The authorized capital stock of the Company consists of (a) 200,000,000 2,460,000,000 shares of Company Common Stock, of which 19,900,000 are issued Stock and outstanding as of the date of this Agreement, and (b) 2,000,000 40,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stockpreferred stock, $0.001 par value per shareshare (“Company Preferred Stock”). At the close of business on February 6, none of which are outstanding as of the date hereof. All outstanding 2014, (i) 117,809,586.052 shares of Company Common Stock were issued and outstanding, and (ii) no shares of Company Class A Preferred Stock have been duly authorized and validly were issued and are fully paid outstanding. (b) Effective as of December 1, 2013, Company has suspended reinvestment pursuant to and non-assessable and free issuance of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under pursuant to the Company Option PlanDRIP, and such suspension remains in effect. Effective as of which 5,251,000 are subject to outstanding December 13, 2013, Company Options, none has suspended repurchases of which are or will be exercisable prior Company Common Stock pursuant to the Effective Time. Except for Amended and Restated Share Repurchase Program (the rights created pursuant to this Agreement“Company Share Repurchase Program”), and such suspension remains in effect. All issued and outstanding shares of the capital stock of Company Options (are duly authorized, validly issued, fully paid and any nonassessable, and no class of capital stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there is entitled to preemptive rights. There are no optionsoutstanding bonds, warrantsdebentures, calls, rights, commitments notes or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares other Indebtedness of Company Capital Stock having the right to vote (or obligating the Company to grant, extend, accelerate the vesting of, change the price ofconvertible into, or otherwise amend or enter into exchangeable for, securities having the right to vote) on any such option, warrant, call, right, commitment or agreement. All matter on which holders of shares of Company Common Stock issuable upon conversion may vote. (c) All of the outstanding shares of capital stock of each of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge All equity interests in each of the Company Subsidiaries that is a partnership or ACN, between or among any of the Company's stockholderslimited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Company Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Company owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Company Subsidiaries, free and clear of all encumbrances other than statutory or other Liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate accruals and reserves are maintained on Company’s financial statements in accordance with GAAP (if such reserves are required pursuant to GAAP). (d) There are no outstanding subscriptions, securities, options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal or other similar rights, agreements, arrangements, undertakings or commitments of any kind to which Company or any of the Company Subsidiaries is a party or by which any of them is bound obligating Company or any of the Company Subsidiaries to (i) issue, transfer, deliver or sell or create, or cause to be issued, transferred, delivered or sold or created any additional shares of capital stock or other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such subscriptions, securities, options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal or other similar rights, agreements, arrangements, undertakings or commitments or (iii) redeem, repurchase or otherwise acquire any such shares of capital stock or other equity interests. (e) Neither Company nor any Company Subsidiary is a party to or, to the Knowledge of Company, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of Company or any of the Company Subsidiaries. (f) Company does not have a “poison pill” or similar stockholder rights plan. (g) Neither Company nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act. (h) All dividends or other distributions on the shares of Company Common Stock and any material dividends or other distributions on any securities of any Company Class A Preferred Stock Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and the Company Options were issued in compliance with all applicable federal are not yet due and state securities lawspayable).

Capital Structure. The authorized capital stock of the Company Parent consists of (ai) 200,000,000 300,000,000 shares of Company Parent Common Stock, of which 19,900,000 are there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of this Agreement, Parent Common Stock and (bii) 2,000,000 100,000,000 shares of Company Preferred Stockpreferred stock, (i) par value $0.001 per share, of which 50,000 shares are designated Company Class A Preferred Stock, one of which is there were issued and outstanding as of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and which, non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the date of this AgreementSFX Disclosure Schedule, is convertible into 80,100,000 there are no other outstanding shares of Company Common Stock, capital stock or voting securities and (ii) no outstanding commitments to issue any shares of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none capital stock or voting securities of which are outstanding as of Parent after the date hereof. All outstanding shares of Company Parent Common Stock and Company Class A Preferred Stock have been are duly authorized and authorized, validly issued and are issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances Liens other than any liens or encumbrances Liens created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation)thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the certificate charter, bylaws or equivalent organizational documents of incorporation or bylaws of the Company an or any agreement to which the Company any Acquiring Party is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there There are no other options, warrants, calls, rights, commitments or agreements Contracts of any character to which the Company any Acquiring Party is a party or by which it is bound obligating the Company such Acquiring Party to issue, transfer, deliver, sell, repurchase or redeem redeem, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock capital stock of Parent or obligating the Company Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreementContract. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there There are no other contracts, commitments or agreements Contracts relating to voting, purchase or sale of the Company's capital stock Parent Common Stock (i) between or among the Company Parent and any of its stockholders and (ii) to the knowledge of the Company or ACNSFX’s Knowledge, between or among any of the Company's Parent’s stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities laws.

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, the authorized share capital of the Company consists of 60,000,000 authorized shares of Company Common Stock and 14,225,000 shares of preferred stock, without par value (“Preferred Stock”), of which, as of the close of business on August 28, 2015 (the “Capitalization Date”) 21,856,370 shares of Company Common Stock and no shares of Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. As of the close of business on the Capitalization Date, there are 10,000,000 1,248,543 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options. Each of the outstanding shares of share capital or other securities of each of the Company’s directly or indirectly wholly-owned Subsidiaries, none of which are set forth in Section 3.2(a) of the Company Disclosure Schedule, has been duly authorized, and validly issued, and is fully paid and nonassessable and owned by the Company or will be exercisable prior to the Effective Timeby a wholly-owned Subsidiary, free and clear of any Liens (other than Permitted Liens). Except for the rights created pursuant to this Agreement, and as set forth in Section 3.2(a) of the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred StockDisclosure Schedule, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, rights, commitments or agreements rights of any character kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of share capital or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. (b) Each Company Option or other award issued under a Company Stock Plan (i) was granted in compliance with all applicable Laws in all material respects and all of the terms and conditions of the applicable Company Stock Plan, (ii) has an exercise price per Company Share equal to or greater than the fair market value of a Company Share on the date of grant, and (iii) has a grant date identical to the date on which the Company is a party Board or compensation committee actually awarded such Company Option or if later, the effective date of such grant deemed by which it is bound obligating the Company to issue, deliver, sell, repurchase Board or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreementCompany’s compensation committee. All shares Each share of Company Common Stock issuable upon conversion of issued under the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were ESPP was issued in compliance with all applicable federal Laws in all material respects and state securities lawsall of the terms and conditions of the Company ESPP. (c) Except for the issuance of Company Shares upon the settlement of Company Equity Awards outstanding as of the Capitalization Date, no shares of Company Common Stock or any other equity interests (including instruments convertible into Company Common Stock or other equity interests) have been issued or authorized for issuance on or after the close of business on the Capitalization Date and prior to the date of this Agreement.

Capital Structure. The authorized capital stock of the Company consists of 2,000,000 shares of preferred stock, par value $.01 per share (a) 200,000,000 the “Preferred Stock”), and 10,000,000 shares of Company Common Stock. At the close of business on December 31, of which 19,900,000 are issued and outstanding as of 2009 (the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock“Capitalization Date”), (i) 5,210,950 shares of which 50,000 shares are designated Company Class A Preferred Stock, one of which is were issued and outstanding, (ii) 52,000 shares of Company Stock were subject to outstanding Company Stock Options with a weighted average exercise price of $2.43 per share, and (iii) no shares of Preferred Stock were issued or outstanding. Except as set forth above, at the close of business on the Capitalization Date, no shares of capital stock or other voting securities or equity interests of the date Company were issued, reserved for issuance (other than with respect to such shares reserved for issuance upon the exercise of this AgreementCompany Stock Options) or outstanding. There are no outstanding stock appreciation rights, “phantom” stock rights, restricted stock units, performance units, rights to receive shares of Company Stock on a deferred basis or other rights (other than Company Stock Options) that are linked to the value of Company Stock (collectively, “Company Stock-Based Awards”). The Company has provided or made available to Parent a true and whichcomplete list, as of the date of this Agreement, of each outstanding Company Stock Option and the exercise price thereof. The Company Stock is convertible into 80,100,000 shares not listed on any national securities exchange. All Company Stock Options were issued under the Company Stock Plans and Schedule 3.03(a) is a true and correct list of the outstanding Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding Stock Options as of the date hereofCapitalization Date. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws capital stock of the Company or any agreement are, and all shares which may be issued pursuant to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to in accordance with the respective terms of such Company Class A Preferred Stock or Company Options, as applicablethereof, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. Other than There are no bonds, debentures, notes or other indebtedness of the Company Stockholders Agreementhaving the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company Rights Agreement may vote. Except as set forth above in this Section 4.03 and except for issuances of shares of Company Stock pursuant to the exercise of Company Option Plan Stock Options, (and any stock option agreements issued thereunder), A) there are no not issued, reserved for issuance or outstanding (1) any shares of capital stock or other contracts, commitments voting securities or agreements relating to voting, purchase or sale equity interests of the Company's , (2) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company, (i3) between any warrants, calls, options or among other rights to acquire from the Company, and no obligation of the Company to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company, or (4) any Company Stock-Based Awards, and (B) there are not any outstanding obligations of the Company to repurchase, redeem or otherwise acquire any such shares of capital stock, equity interests or other securities or to register, issue, deliver or sell, or cause to be issued, delivered or sold, any such shares of capital stock, equity interests or other securities. Neither the Company nor any of its stockholders and (ii) Subsidiaries is a party to any voting Contract with respect to the knowledge voting of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawssuch securities.

Capital Structure. The authorized capital stock of the Company consists of 200 Million Shares. At the close of business on the last business day immediately preceding the date hereof (athe "Representation Date"), (i) 200,000,000 77,137,118 Shares were issued and outstanding, (ii) 8,030,820 Shares were held by the Company in its treasury, and (iii) 11,967,960 Shares were reserved for issuance pursuant to the Company Stock Plans. Except as set forth above, at the close of business on the Representation Date, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. At the close of business on the Representation Date, there were no outstanding stock options, stock appreciation rights or rights (other than employee stock option or other rights ("Company Stock Options") to purchase or receive Company Common Stock granted under the Company Stock Plans) to receive shares of Company Common Stock, of which 19,900,000 are issued and outstanding as Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 3.01(c) of the date of this Agreement, Company Disclosure Schedule sets forth a complete and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and whichcorrect list, as of the date Representation Date, of this Agreement, is convertible into 80,100,000 the number of shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereofStock subject to Company Stock Options. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws capital stock of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreementare, and the Company Options (and any stock option agreements all shares which may be issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicableissued, duly authorized, validly issued, fully paid and nonassessablenonassessable and are not subject to preemptive rights. Other than As of the close of business on the Representation Date, there were no bonds, debentures, notes, other indebtedness or securities of the Company Stockholders Agreementhaving the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company Rights Agreement and may vote. Except as set forth above, as of the close of business on the Representation Date, there were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to the knowledge issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or ACN, between or among of any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and its Subsidiaries or obligating the Company Options or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except for agreements entered into with respect to the Company Stock Plans and except as set forth on Section 3.01(c) of the Company Disclosure Schedule, as of the close of business on the Representation Date, there were issued in compliance with all applicable no outstanding contractual obligations of the Company or any of its Subsidiaries to issue, repurchase, redeem, exchange or otherwise acquire, or to register (under the federal and or any state securities laws) for resale, any shares of capital stock of the Company or any of its Subsidiaries. As of the close of business on the Representation Date, there were no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries.

Capital Structure. The As of the date of this Agreement, the authorized capital stock of the Company consists is PhP 40,000,000.00, all of (a) 200,000,000 which are shares of Company Common StockShares, of which 19,900,000 11,640,799 shares of Common Shares are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares . All of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is the issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock Shares have been duly authorized and are validly issued and are issued, fully paid and non-assessable paid, nonassessable and free of any liens preemptive rights. Each of the outstanding shares of capital stock or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and securities of each of the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company ’s Subsidiaries is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid paid, nonassessable and nonassessable. Other than free of preemptive rights and is legally and beneficially owned by the Company or a direct or indirect wholly-owned Subsidiary of the Company, free and clear of Liens. The Stockholders Agreementown, as of the date hereof, all of the issued and outstanding Common Shares (which constitute all of the currently issued and outstanding Shares) and will own, immediately prior to the Closing, all of the issued and outstanding Shares, all of which shall be reflected in Updated Schedule I, other than nine (9) shares owned by the directors of the Company, as set forth in Section 3.1(b) of the Company Rights Agreement Disclosure Schedule (the “Directors’ Qualifying Shares”). The Shares shown on Updated Schedule I shall represent all of the issued and outstanding shares of capital stock of the Company Option Plan (and any stock option agreements issued thereunderimmediately prior to the Closing, except for the Directors’ Qualifying Shares. Except as set forth above in this Section 3.1(b), there are no other contractsnot any shares of capital stock, commitments voting securities or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge equity interests of the Company or ACNits Subsidiaries issued and outstanding or any subscriptions, between options, warrants, calls, convertible or among exchangeable securities, stock appreciation rights, phantom stock, stock participation rights, rights, commitments, plans or agreements of any character providing for the issuance or sale of any shares of capital stock, voting securities or equity interest, or the payment of any amount with respect to such stock, securities or equity interest of the Company or its Subsidiaries, including any representing the right to purchase or otherwise receive any Shares, or any preemptive rights, or any redemption, repurchase or similar rights requiring the acquisition of Shares or shares or equity interest or the receipt of any amount with respect to such stock, securities or interest of any Subsidiary of the Company's stockholders. All shares Immediately following the Closing, Stream or its Subsidiaries will own all of outstanding Company Common Stock and Company Class A Preferred Stock and the capital stock of the Company Options were issued and its Subsidiaries and there will be no other outstanding capital stock of the Company or its Subsidiaries (other than the Directors’ Qualifying Shares which will be transferred pursuant to this Agreement to individuals designated by Stream); provided, that Stream shall not be entitled to cause the registration of the Shares in compliance its name (or the name of a Subsidiary) until it has received appropriate tax clearance and certificate from the BIR authorizing such registration and provided that upon receipt of such BIR clearance and certificate, Stream shall cause the registration of the capital stock of the Company in the stock and transfer books of the Company in the name of Stream or its Subsidiaries. The Company and its Subsidiaries do not have any shareholder rights plan in effect. The Company and its Subsidiaries do not have outstanding any Contracts or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with all applicable federal and state securities lawsthe shareholders of the Company or any of its Subsidiaries on any matter (“Voting Debt”).

Capital Structure. The (a) Effective as of the Closing, the authorized capital stock of the Company consists shall consist of (a) 200,000,000 30,000,000 shares of Company Common Stock, of which 19,900,000 are issued Stock and outstanding as of the date of this Agreement, and (b) 2,000,000 5,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, Stock $0.001 .001 par value per share. As of June 26, none 2003, the number of which shares of Common Stock issued and outstanding is 10,354,325 (excluding any shares issued upon exercise of Company Stock Options after June 19, 2003), and no shares of Preferred Stock are outstanding as of the date hereofissued or outstanding. All The outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under assessable. Except as disclosed in the Company Stockholders AgreementDisclosure Letter, the Company Rights Agreement and there are no options, warrants or other rights to purchase any of the Company's certificate of incorporation)authorized and unissued capital stock and, and further, there are not subject to no preemptive rights or rights of first refusal created by statutewith respect to the Company's capital stock or agreements which, the certificate of incorporation through anti-dilution protection or bylaws of otherwise, obligate the Company or any agreement to which issue its capital stock. (b) Concurrently with the delivery of this Agreement, the Company is delivering to the Parent a party or by which it is boundcomplete and correct list, other than the Company Stockholders Agreement and the Company Rights Agreement. As as of the date of this Agreement, there are 10,000,000 of each holder of outstanding stock options or other rights to purchase or receive Company Common Stock (collectively, the "Company Stock Options"), the number of shares of Company Common Stock reserved for issuance under subject to such Company Stock Option, the name of the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created Stock Plan pursuant to this Agreementwhich such Company Stock Option was granted, the exercise price of such Company Stock Option, the vesting schedule of such Company Stock Option, the extent to which such Company Stock Option is vested, the Tax status under Section 422 of the Code of such Company Stock Option, the term of such Company Stock Option and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 events (including any rights under the Company Stockholders AgreementMerger, the Company Option Plan or Closing, the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements performance of any character to duties or transactions required hereunder or termination of service following the Merger) which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, could accelerate the vesting of, change the price of, or otherwise amend or enter into any of such option, warrant, call, right, commitment or agreement. Company Stock Option. (c) All outstanding shares of Company Common Stock issuable upon conversion of are, and all shares which may be issued by the Company Class A Preferred Stock or upon exercise of before the Company Options described in this Section 3.5 Effective Time will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicableissued, duly authorized, validly issued, fully paid and nonassessablenonassessable and will be delivered free and clear of all Liens (other than Liens created by or imposed upon the holders thereof) and not subject to preemptive rights. Other than Except as set forth in this Section 3.3 (including pursuant to the conversion or exercise of the securities referred to above) and except pursuant to Company Stock Options issued as expressly permitted by the terms of Section 5.1(b), (i) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of the Company Stockholders Agreementor any of its Subsidiaries (other than shares of capital stock or other voting securities of such Subsidiaries that are directly or indirectly owned by the Company free and clear of Liens), (B) any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other ownership interests in, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders Subsidiaries, or (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of, or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of, or other ownership interests in, the Company or any of its Subsidiaries and (ii) to the knowledge there are no outstanding obligations of the Company or ACN, between or among any of the Company's stockholdersits Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and Neither the Company Options were issued in compliance nor any of its Subsidiaries is a party to any voting trust, proxy or other agreement with all applicable federal and state respect to the voting of any such securities laws(not including any such agreement with the Parent).

Capital Structure. The authorized (a) Section 4.6(a) of the Disclosure Letter sets forth, as of the date hereof, the share capitalization of the Company and all the outstanding options, warrants or rights to acquire any share capital of the Company. There are no disputes, arbitrations or litigation proceedings involving the Company with respect to the share capital of the Company. (b) (i) Except as set forth in Section 4.6 (b) of the Disclosure Letter, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding and there have not been any issuances of capital securities or options, warrants or rights to acquire the capital securities of the Company; (ii) all outstanding shares of the capital stock of the Company consists of (a) 200,000,000 are, and all such shares of Company Common Stock, of which 19,900,000 are that may be issued and outstanding as of prior to the date of this Agreementhereof will be when issued, and (b) 2,000,000 shares of Company Preferred Stockduly authorized, (i) of which 50,000 shares are designated Company Class A Preferred Stockvalidly issued, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Delaware General Corporation Law, the certificate Company’s Certificate of incorporation or bylaws of the Company Incorporation, Bylaws or any agreement Contract to which the Company is a party or by otherwise bound; and (iii) there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company. (c) (i) there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which it is bound, holders of Common Stock may vote (“Voting Company Debt”); and (ii) other than the Company Stockholders Agreement and the Company Rights Agreement. As as set forth in Section 4.6 (c) of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred StockDisclosure Letter, there are no options, warrants, calls, rights, commitments convertible or agreements exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which the Company is a party Party or by which it is bound (A) obligating the Company to issue, deliver, deliver or sell, repurchase or redeem or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company Capital Stock or any Voting Company Debt, or (B) obligating the Company to issue, grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or agreement. All shares of Company Common Stock issuable upon conversion undertaking. (d) The stockholder list set forth in Section 4.6 (d) of the Company Class A Preferred Stock or upon exercise of Disclosure Letter is a current shareholder list generated by the Company Options described in this Section 3.5 will beCompany’s stock transfer agent, when issued pursuant and, to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale Knowledge of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge , such list accurately reflects all of the Company or ACN, between or among any issued and outstanding shares of the Company's stockholders. All shares ’s capital stock as of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawsdate hereof.

Capital Structure. 4.3.1 The authorized capital stock of the Company FPM consists of (a) 200,000,000 100,000,000 shares of Company FPM Common Stock, 1,500,000 of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 100,000,000 shares of Company FPM Preferred Stock, (i) of which 50,000 shares 3,500,000 preferred stock are designated Company Class Series A Preferred Stock, one none of which is are issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free capital stock of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation)FPM are, and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to all shares which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will may be exercisable prior to the Effective Time. Except for the rights created issued pursuant to this Agreement, Agreement and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under with the Company Stockholders AgreementCapital Raise, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicableissued, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreementnon-assessable and, the Company Rights Agreement not subject to preemptive rights, and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Immediately prior to the Closing, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of FPM having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of FPM Common Stock may vote. Except as set forth on the FPM Disclosure Schedule, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which FPM is a party or by which FPM is bound obligating FPM to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of FPM or obligating FPM to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of FPM or obligating FPM to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of FPM to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of FPM. Except as set forth on the FPM Disclosure Schedule and state except for the transaction documents executed in connection with the Capital Raise (including, but not limited to the Securities Purchase Agreement), there are no agreements or arrangements pursuant to which FPM is or could be required to register shares of FPM Common Stock or other securities lawsunder the Securities Act or other agreements or arrangements with or among any holder of FPM securities with respect to securities of FPM. Upon the Closing, and giving effect to the Capital Raise, FPM’s capital structure shall be as described on Exhibit H hereto. 4.3.2 The authorized capital stock of MergerCo consists of one hundred (100) shares of Common Stock, par value $0.001 per share, fifty (50) of which are issued and outstanding as of the date of this Agreement and held by FPM. All outstanding shares of capital stock of MergerCo are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of MergerCo having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of MergerCo’s Common Stock may vote. Other than as provided in this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which MergerCo is a party or by which MergerCo is bound obligating MergerCo to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of MergerCo or obligating MergerCo to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of MergerCo or obligating MergerCo to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking.

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 100,000,000 shares of Company Common Stock. At the close of business on August 10, 2001: (i) 24,800,816 shares of which 19,900,000 are Common Stock were issued and outstanding (excluding 5,141,812 shares of Common Stock held in the treasury of the Company); and (ii) 3,625,000 shares of Common Stock were reserved for issuance under the Equity Plans. Section 3.1(c) of the Company Disclosure Letter sets forth the holders of all outstanding Options, and the number of shares that each holder is entitled to purchase and exercise prices of each grant to such holders. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which the Company has stock options outstanding as of the date hereof and the forms of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereofall stock option agreements evidencing such options. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and are validly issued and are issued, fully paid and non-assessable nonassessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to or issued in violation of preemptive rights. All outstanding shares of Common Stock, all outstanding Options and all outstanding shares of capital stock of each Company Subsidiary have been issued and granted, as the case may be, in compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts. Except (i) as set forth above, and (ii) for shares of Common Stock issued pursuant to Options outstanding on August 21, 2001 that are described on Schedule 3.1(c) of the Company Disclosure Letter, (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of the Company, (B) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company, or (C) any warrants, calls, options or other rights or rights of first refusal created by statuteto acquire from the Company, the certificate of incorporation or bylaws and no obligation of the Company or any agreement Company Subsidiary to which issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewithy) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements outstanding obligations of any character to which the Company is a party or by which it is bound obligating the any Company Subsidiary to repurchase, redeem or otherwise acquire any such securities or to issue, deliver, deliver or sell, repurchase or redeem or cause to be issued, delivered, delivered or sold, repurchased any such securities. Neither the Company nor any Company Subsidiary is a party to any voting agreement with respect to the voting of any such securities. There are no outstanding (A) securities convertible into or redeemed, any exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any Company Capital Stock Subsidiary, (B) warrants, calls, options or obligating other rights to acquire from the Company to grantor any Company Subsidiary, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge obligation of the Company or ACNany Company Subsidiary to issue, between any capital stock, voting securities or among other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Company Subsidiary, or (C) obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of Company Subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. There are no agreements, arrangements or commitments of any character (contingent or otherwise) entered into in connection with acquisitions pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of the Company or any Company Subsidiary or any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued their respective assets or calculated in compliance with all applicable federal and state securities lawsaccordance therewith.

Capital Structure. (i) The authorized capital stock of the Company consists of (aA) 200,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding 100,000,000 shares of Company Common Stock and (B) 25,000,000 shares of Company Class A Preferred Stock. As of the date hereof, (A) 21,576,544 shares of Company Common Stock are issued and outstanding, (B) 3,400,000 shares of Common Stock are classified as Relativity Shares, (C) zero shares of Company Common Stock are held in the treasury of the Company, (D) no shares of Company Preferred Stock have been duly authorized are issued or outstanding or held by the Company in its treasury and validly (E) 4,695,184 shares of Company Common Stock are reserved for future issuance in connection with the Company Incentive Equity Plans (including shares reserved pursuant to issued and are fully paid outstanding Options and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders AgreementRSUs), the Company Rights Agreement Warrants and the Company's certificate Portside Warrant. All issued and outstanding shares of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws capital stock of the Company are duly authorized, validly issued, fully paid, non-assessable, and were not issued in violation of any preemptive or other right in favor of any agreement person, and no class of capital stock is entitled to which preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company is a party having the right to vote (or by convertible into, or exchangeable for, securities having the right to vote) on any matters on which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreementmay vote. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, preemptive or other outstanding rights, stock appreciation rights, conversion rights, redemption rights, repurchase rights, agreements, arrangements or commitments or agreements of any character kind to which the Company or its Subsidiaries is a party party, or by which it is bound the Company or its Subsidiaries are bound, obligating the Company or its Subsidiaries to issue, deliver, deliver or sell, repurchase or redeem or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any shares of Company Capital Stock capital stock or obligating other securities of the Company to grant, extend, accelerate the vesting of, change the price ofor its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or otherwise amend giving any person a right to subscribe for or enter into acquire, any securities of the Company or its Subsidiaries, and no securities or obligations evidencing such optionrights are authorized, warrantissued or outstanding other than (u) the Company Rights, call(v) 25,920 RSUs issued and outstanding, right(w) Options representing the right to purchase 2,428,917 shares of Company Common Stock, commitment or agreement. All (x) Warrants representing the right to purchase 984,284 shares of Company Common Stock, (y) the Portside Warrant representing the right to purchase 1,000,000 shares of Company Common Stock issuable upon conversion and (z) the Company Convertible Note representing the right to purchase 4,000,000 shares of Company Common Stock. All Options issued by Egami Media pursuant to the Egami Media, Inc. 2005 Incentive Compensation Plan and all Options issued by the Company pursuant to the 1994 Eligible Directors Stock Option Plan have been validly terminated and are no longer outstanding. Section 3.01(b) of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will beDisclosure Letter sets forth each Option, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company OptionsWarrant and RSU, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreementname of the grantee, the date of the grant, the number of shares of Company Rights Agreement Common Stock subject to each Option, Warrant or RSU, the exercise price per share of such Option or Warrant and the vesting schedule for such Option, Warrant or RSU. The Company Option Plan (has made available to Parent true and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements complete copies of the forms of agreement relating to votingthe grant of Options, purchase or sale of the Company's capital stock Warrants and RSUs. (ii) Each Option (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued was granted in compliance with all applicable federal Laws and state securities lawsall of the terms and conditions of the Company Equity Incentive Plan pursuant to which it was issued, (ii) has an exercise price per share of Company Common Stock not less than the fair market value of a share of Company Common Stock on the date on which all requisite action constituting an offer of Company Common Stock to the grantee of the Option upon the terms set forth in the Options was completed, and (iii) qualified for the tax and accounting treatment afforded to such Option in the Company’s Returns and the financial statement included in the Company SEC documents, respectively All Options and RSUs may, by their terms, be treated in accordance with Sections 2.01(f) and (g), respectively, of this Agreement, without the consent of the holder thereof or any other person. (iii) To the Knowledge of the Company, as of the date hereof, the Portside Warrant Consideration is the maximum and only amount payable as a result of the Merger with respect to the Portside Warrant. (iv) The Relativity Merger Consideration is the maximum and only amount payable as a result of the Merger with respect to the Relativity Shares.

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 30,000,000 shares of Company Common Stock, par value $0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per share, of which 19,900,000 are there were issued and outstanding as of the date close of this Agreementbusiness on September 30, and (b) 2,000,000 1999, 3,307,318 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued Common Stock and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 no shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereofpreferred stock. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and authorized, validly issued and are issued, fully paid and non-assessable are nonassessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the and have been issued in compliance with all federal and state securities laws. The Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws has no subsidiaries. Except as set forth in Section 3.2 of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred StockDisclosure Schedule, there are no (a) options, warrants, calls, stock appreciation rights or other similar rights, agreements, arrangements or commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issueissue or sell shares of its capital stock, deliver(b) notes, sellbonds, repurchase debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the shareholders of the Company may vote or (c) outstanding contractual obligations of the Company to repurchase, redeem or cause to be issued, delivered, sold, repurchased or redeemed, otherwise acquire any shares of Company Capital Common Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price any other capital stock of, or otherwise amend or enter into any such optionequity interest in, warrantthe Company. The Shares, callthe Warrant and the Warrant Shares (collectively, rightthe "SECURITIES") have been duly authorized for issuance and sale to the Purchaser pursuant to this Agreement and are validly issued. The Shares are, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will beand, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Optionsand conditions set forth in the Warrant, as applicable, duly authorized, validly issuedthe Warrant Shares will be, fully paid and nonassessable. Other than the Company Stockholders Agreementnon-assessable, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments holder of Securities is or agreements relating will be subject to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities laws.personal

Capital Structure. (i) The authorized capital stock of the Company PTC consists of (a) 200,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred common stock, without par value ("PTC Common Stock"), (i) 1,026,401 shares of which 50,000 are outstanding, an aggregate of 30,731 shares are designated Company Class A Preferred Stock, one of which is issued are reserved for issuance in connection with outstanding stock options (each a "PTC Option") granted under the PTC Incentive Stock Option Plan (the "PTC Stock Option Plan") and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 no shares of Company Common Stockwhich are held by PTC in its treasury; and 1,000,000 shares of preferred stock, no par value, with respect to which the board of directors is authorized to determine the series and classes thereof together with the rights, privileges and voting rights. No shares of preferred stock are outstanding, reserved for issuance or held by PTC in its treasury. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which shareholders of which 50,000 PTC may vote ("Voting Debt") are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereofissued or outstanding. All outstanding shares of Company PTC Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation)are, and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company PTC Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will that may be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms exercise of such Company Class A Preferred Stock or Company Options, as applicableany outstanding stock option will be, duly authorized, validly issued, fully paid and nonassessable. Other than nonassessable and not subject to preemptive rights. (iii) Except as set forth herein, in any PTC SEC Document (as defined in Section 3.1(d) hereof) filed prior to the Company Stockholders Agreementdate hereof or the letter dated and delivered to IUB on the date hereof (the "PTC Letter"), the Company Rights which relates to this Agreement and is designated therein as being the Company Option Plan PTC Letter, there is no option, warrant, call, right (and including any stock option agreements issued thereunderpreemptive right), there are no commitment or any other contractsagreement of any character that PTC or any Subsidiary is a party to, commitments or agreements relating may be bound by, requiring it to votingissue, transfer, sell, purchase or sale redeem any shares of capital stock, any Voting Debt, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock of PTC or any Subsidiary, or to provide funds to, or make an investment (in the form of a loan, capital contribution or otherwise) in, any of PTC's Subsidiaries or (excepting loans made in the ordinary course of a commercial banking business) any other corporation, partnership, firm, individual, trust or other legal entity (each, and any group of any two or more of the Company's foregoing, a "Person"). (iv) Except as set forth in any PTC SEC Document filed prior to the date hereof or the PTC Letter, and except for this Agreement, there is no voting trust or other agreement or understanding to which PTC or any Subsidiary is a party, or may be bound by, with respect to the voting of the capital stock of PTC or any Subsidiary. (iv) between or among the Company and Since December 31, 1994, except as set forth in any of its stockholders and (ii) PTC SEC Document filed prior to the knowledge date hereof or the PTC Letter, PTC has not (A) issued or permitted to be issued any shares of capital stock, or securities exercisable for or convertible into shares of capital stock, of PTC or any Subsidiary; (B) repurchased, redeemed or otherwise acquired, directly or indirectly through any Subsidiary, any shares of capital stock of PTC or any Subsidiary (other than the acquisition of trust account shares); or (C) declared, set aside, made or paid to shareholders of PTC dividends or other distributions on the outstanding shares of capital stock of PTC, other than regular quarterly cash dividends at a rate not in excess of the Company or ACNregular quarterly cash dividend most recently declared by PTC prior to September 30, between or among any of the Company's stockholders1997. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities laws.6

Capital Structure. The (a) As of the Effective Date, the authorized capital stock of the Company Holdings consists of (a) 200,000,000 20,000,000 shares of Company Holdings Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stockpreferred stock. As of the Effective Date, (i) 2,633,201 shares of which 50,000 Holdings Common Stock and no shares are designated Company Class A Preferred Stock, one of which is preferred stock were issued and outstanding as of the date of this Agreementoutstanding, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) no options or warrants for shares of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none Holdings Common Stock were issued and outstanding; and (iii) no shares of which are outstanding as Holdings Common Stock were held in the treasury of the date hereofCompany. All the outstanding shares of Company Holdings Common Stock and Company Class A Preferred Stock have been are duly authorized and authorized, validly issued and are issued, fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreementassessable. As of the date of this AgreementEffective Date, there are 10,000,000 CAI has 1,000 authorized and issued shares of Company Common Stock reserved for issuance under the Company Option Plancommon stock, par value $0.01 per share, all of which 5,251,000 shares are subject to outstanding Company Optionsowned by Holdings. There are no bonds, none debentures, notes or other indebtedness having voting rights (or convertible or exchangeable into securities having such rights) ("Voting Debt") of which are Holdings or will be exercisable prior to the Effective TimeCAI issued and outstanding. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stockas set forth above, there are no equity interests of Holdings or CAI authorized, issued or outstanding and there are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible or exchangeable securities, agreements, arrangements or commitments or agreements of any character character, relating to which the Company is a party issued or by which it is bound unissued equity interests of Holdings or CAI, obligating the Company Holdings or CAI to issue, deliver, sell, repurchase transfer or redeem sell or cause to be issued, deliveredtransferred or sold any equity interest or Voting Debt of, soldor other equity interest in, repurchased Holdings or redeemedCAI, any shares (ii) securities convertible into or exchangeable for such equity interests or (iii) obligations of Company Capital Stock Holdings or obligating the Company CAI to grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, preemptive right, commitment subscription or other right, convertible security, agreement, arrangement or commitment. All shares of Company Common Stock issuable upon conversion Holdings has not granted to any Person any rights to have any securities registered under the Securities Act. (b) There are no voting trusts, proxies, shareholders agreements or other agreements or understandings to which Holdings is a party with respect to the voting or transfer of the Company Class A Preferred Stock equity interests or upon exercise capital stock of Holdings. Holdings is not a party to any agreement or obligation, contingent or otherwise, to redeem, repurchase or otherwise acquire or retire any equity interests of Holdings, whether as a result of the Company Options described in transactions contemplated by this Section 3.5 will beAgreement or otherwise. (c) Holdings has not (a) made or agreed to make any split of its equity interests or dividend, when or issued pursuant or permitted to the respective terms be issued any equity interests, or securities exercisable for or convertible into equity interests, of such Company Class A Preferred Stock or Company OptionsHoldings, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunderb), there are no repurchased, redeemed or otherwise acquired any equity or membership interests of Holdings, or (c) declared, set aside, made or paid any dividends or other contractsdistributions on the outstanding equity interests of Holdings. (d) The Company does not own any equity interest in any corporation, commitments partnership or agreements relating to votingother business entity, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawsexcept CAI.

Capital Structure. The authorized capital stock (a) Schedule 4.2(a) sets forth the issued and outstanding membership interests of the Company consists and each record and beneficial owner of (a) 200,000,000 shares such interests. Other than the Purchased Interests or as set forth on Schedule 4.2(a), there are no issued or outstanding equity interests, economic interests or voting interests in the Company, and Buyer will own all record and beneficial membership interests of Company Common Stock, of which 19,900,000 are issued and outstanding as every class of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as upon consummation of the date of this Agreement, and which, as Transactions. All of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock Purchased Interests have been duly authorized and validly issued and issued, are fully paid and non-assessable assessable, have been offered, sold and free delivered by the Company in compliance in all material respects with applicable securities and other applicable Laws and Contracts and have not been issued in violation of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and Equity Rights. Since inception of the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, there have been no disputes regarding the certificate of incorporation or bylaws ownership of the Company or any agreement the right to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. receive distributions therefrom. (b) Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreementas set forth on Schedule 4.2(b), the Company Option Plan or has no Subsidiaries. (c) Except as set forth in the Organizational Documents of the Company Rights Agreement) and the Company Class A Preferred Stockor as set forth on Schedule 4.2(c), there are no outstanding securities, options, warrants, calls, rights, commitments conversion rights, preemptive rights, rights of first refusal, redemption rights, repurchase rights, plans, “tag-along” or agreements of any character to which the Company is a party “drag-along” rights, stock appreciation, phantom equity, profits interests or by which it is bound similar rights commitments, agreements, arrangements or undertakings (“Equity Rights”) (i) obligating the Company to issue, deliver, redeem, purchase or sell, repurchase or redeem or cause to be issued, delivered, redeemed, purchased or sold, repurchased any interests in the Company or redeemedany securities or obligations convertible or exchangeable into or exercisable for, any shares of interests in the Company, (ii) giving any Person a right to subscribe for or acquire any interests in the Company Capital Stock or (iii) obligating the Company to issue, grant, extend, accelerate the vesting of, change the price of, or otherwise amend adopt or enter into any such optionEquity Right. The Company does not have outstanding Indebtedness that could entitle or convey to any Person the right to vote, warrantor that is convertible into or exercisable for interests in the Company. Except for employment arrangements as set forth on Schedule 4.2(c), call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other no Person other than the Company Stockholders AgreementSellers has an ownership interest or the right to participate in the revenues, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder)profits, there are no goodwill or other contracts, commitments or agreements relating to voting, purchase or sale assets of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities laws.

Capital Structure. (a) The authorized capital stock of the Company consists of 160,000,000 shares comprising (ai) 200,000,000 150,000,000 Shares and (ii) 10,000,000 shares of Company Common Stockpreferred stock, par value $0.02 per share, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 Company has designated 50,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class Series A Preferred Stock, one 34,500 shares of which is Series C Preferred Stock, 100,000 shares of Series D Preferred Stock and 200,000 shares of Series E Preferred Stock (the “Preferred Shares”). At the close of business on April 26, 2016 (i) 12,446,365 Shares are issued and outstanding, (ii) (A) 1,206,500 Shares are reserved for issuance upon or otherwise deliverable in connection with the exercise of outstanding Company Options under the Company’s 2013 Omnibus Incentive Plan, as amended, and (B) 118,000 Shares are reserved for issuance upon or otherwise deliverable in connection with the exercise of outstanding Company Options under the Company’s 2008 Stock Option Plan (collectively, as amended, the “Stock Plans”) and (iii) no Preferred Shares were outstanding. Section 4.4(a) of the Company Disclosure Schedule contains a correct and complete list of Company Options, including the holder, date of grant, term, number of Shares underlying such security and, where applicable, exercise price and vesting schedule. All of the issued and outstanding as of the date of this AgreementShares are, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly all Shares that may be issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior pursuant to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 accordance with the terms and provisions thereof will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid paid, nonassessable and nonassessablefree of any preemptive or similar rights. Other than The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable, exchangeable or redeemable for securities having the right to vote (“Voting Debt”)) with the stockholders of the Company Stockholders Agreement, on any matter. (b) Subject to outstanding Company Options under the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder)Stock Plans, there are no preemptive or other contractsoutstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or agreements relating to voting, purchase or sale rights of the Company's capital stock (i) between or among any kind that obligate the Company and or any of its stockholders and (ii) Subsidiaries to the knowledge issue, transfer, redeem, acquire, or sell any shares of capital stock or other securities of the Company or ACN, between or among any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights (or other economic or voting rights equivalent to an equity interest) are authorized, issued or outstanding. There are no stockholders agreements, voting trusts or other agreements or understandings relating to voting or disposition of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to, any shares of capital stock or other securities of the Company or any of its Subsidiaries or granting to any Person or group of Persons the right to elect, or to designate or nominate for election, a member of the board of directors of the Company or any of its Subsidiaries. The Company is not party to any agreement granting registration rights to any Person. (c) The Company does not have a “poison pill” or similar stockholder rights plan. (d) Each Company Option (i) has an exercise price per Share equal to or greater than the fair market value of a Share on the effective date of such grant, (ii) has a grant date identical to the grant date approved by the Company's stockholders. All shares ’s board of outstanding Company Common Stock and Company Class A Preferred Stock and directors or compensation committee, which is either the date on which the Company Options were issued in compliance with all applicable federal Option was awarded or a later date specified by the Company’s board of directors or compensation committee, and state securities laws(iii) complies with, or is exempt from, Section 409A of the Code.

Capital Structure. The (a) As of the Effective Date, the authorized capital stock of the Company Holdings consists of (a) 200,000,000 100,000,000 shares of Company Holdings Common Stock, and 10,000,000 shares of which 19,900,000 are issued and outstanding as preferred stock, par value $0.01 per share. As of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred StockEffective Date, (i) [81,400,000] shares of which 50,000 Holdings Common Stock and no shares are designated Company Class A Preferred Stock, one of which is preferred stock were issued and outstanding as of the date of this Agreementoutstanding, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) no options or warrants for shares of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none Holdings Common Stock were issued and outstanding; and (iii) no shares of which are outstanding as Holdings Common Stock were held in the treasury of the date hereofCompany. All the outstanding shares of Company Holdings Common Stock and Company Class A Preferred Stock have been are duly authorized and authorized, validly issued and are issued, fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreementassessable. As of the date of this AgreementEffective Date, there are 10,000,000 TAI has 1,000 authorized and issued shares of Company Common Stock reserved for issuance under the Company Option Plancommon stock, par value $0.01 per share, all of which 5,251,000 shares are subject to outstanding Company Optionsowned by Holdings. There are no bonds, none debentures, notes or other indebtedness having voting rights (or convertible or exchangeable into securities having such rights) ("Voting Debt") of which are Holdings or will be exercisable prior to the Effective TimeTAI issued and outstanding. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stockas set forth above, there are no equity interests of Holdings or TAI authorized, issued or outstanding and there are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible or exchangeable securities, agreements, arrangements or commitments or agreements of any character character, relating to which the Company is a party issued or by which it is bound unissued equity interests of Holdings or TAI, obligating the Company Holdings or TAI to issue, deliver, sell, repurchase transfer or redeem sell or cause to be issued, deliveredtransferred or sold any equity interest or Voting Debt of, soldor other equity interest in, repurchased Holdings or redeemedTAI, any shares (ii) securities convertible into or exchangeable for such equity interests or (iii) obligations of Company Capital Stock Holdings or obligating the Company TAI to grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, preemptive right, commitment subscription or other right, convertible security, agreement, arrangement or commitment. All shares of Company Common Stock issuable upon conversion Holdings has not granted to any Person any rights to have any securities registered under the Securities Act. (b) There are no voting trusts, proxies, shareholders agreements or other agreements or understandings to which Holdings is a party with respect to the voting or transfer of the Company Class A Preferred Stock equity interests or upon exercise capital stock of Holdings. Holdings is not a party to any agreement or obligation, contingent or otherwise, to redeem, repurchase or otherwise acquire or retire any equity interests of Holdings, whether as a result of the Company Options described in transactions contemplated by this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock Agreement or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan otherwise. (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock c) Holdings has not (i) between made or among the Company and agreed to make any split of its stockholders and equity interests or dividend, or issued or permitted to be issued any equity interests, or securities exercisable for or convertible into equity interests, of Holdings, (ii), repurchased, redeemed or otherwise acquired any equity or membership interests of Holdings, or (iii) to declared, set aside, made or paid any dividends or other distributions on the knowledge outstanding equity interests of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawsHoldings.

Capital Structure. (i) The authorized capital stock of the Company Seller consists solely of (a) 200,000,000 50,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stockcommon stock, $0.001 0.01 par value per share, none of which [20,105,867] shares are issued and outstanding (the “Seller Shares”). Management collectively owns [8,983,170] shares of the Seller’s common stock and options to purchase an aggregate additional [8,000,000] common shares, all, free and clear of all Liens (collectively, the “Management Shares and Options”). All of the Seller Shares are and as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been Closing Date will be duly authorized and authorized, validly issued and are issued, fully paid and non-assessable and free not issued in violation of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement preemptive rights and the Company's certificate Seller Shares are registered with the SEC and all applicable securities agencies and in accordance with all applicable securities laws and are fully tradable as the registered shares of incorporation), and an Over-the-Counter Bulleting Board company. The Seller Shares are not subject to preemptive rights or rights of first refusal created by statute, the certificate Articles of incorporation Incorporation or bylaws Bylaws of the Company Seller, or any agreement to which the Company Seller or the Management is a party or by which it the Seller or the Management is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As All of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were Seller Shares have been issued in compliance with all applicable federal and state securities laws. Other than as disclosed in Schedule 3(c)(i) , there is no outstanding capital stock or other securities of the Seller and no outstanding options, rights or commitments to issue such capital stock or other securities. Other than as disclosed in Schedule 3(c)(ii) , the Seller has never adopted, sponsored or maintained any stock option plan or any other plan or entered into any contract providing for equity compensation to any Person and, as of the Closing Date, all such rights and plans (if any) shall have been terminated and cancelled. (ii) Other than as disclosed in Schedule 3(c)(iii) , there is no subscription, option, warrant, call, right, agreement or commitment relating to the issuance, sale, transfer or delivery by the Seller or the Management (including any right of conversion or exchange under any outstanding security or other instrument) of any of the Seller Shares or any additional shares of the capital stock of the Seller. Except as disclosed in this Agreement, there are no voting agreements, voting trusts, proxies, powers-of-attorney, shareholder agreements or other agreements or understandings relating to the voting of the Seller Shares. (iii) Concurrently with the Closing and the consummation of the transactions described in this Agreement, all of the Management Shares and Options (other than the Purchased Management Stock) shall have been transferred and assigned to the Seller for immediate cancellation (except for the Purchased Management Stock), and following the transfer, assignment and cancellation of the Management Shares and Options (other than the Purchased Management Stock), the sole remaining issued and outstanding shares of common stock and options to purchase common stock of the Seller shall be those set forth on Schedule 3(c)(iv) . (iv) From the date of the execution of this Agreement until the Closing Date, the Seller will not change its capital structure, issue any new shares, options or warrants or incur any secured indebtedness.

Capital Structure. (a) The outstanding Company Common Shares and authorized share capital stock and conditional share capital as of the date and time set forth in Section 4.2(a) of the Company consists Disclosure Letter, including any shares reserved for issuance upon the exercise or payments of outstanding warrants and outstanding share options or other equity-related securities or awards (asuch share option and other equity-related award plans, agreements and programs, collectively, the “Company Share Plans”), are described in Section 4.2(a) 200,000,000 of the Company Disclosure Letter. Excluding shares held by the Company as treasury stock, none of the Company Common Shares, options or warrants are held by the Company or by the Company’s Subsidiaries. All of the Company Common Shares have been, and all Company Common Shares reserved for issuance shall be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or shall be when issued (as the case may be) fully paid and nonassessable and, except as arising under applicable Swiss Law, not subject to preemptive rights and were issued, or will be issued (as the case may be), in compliance in all material respects with all applicable securities Laws. Section 4.2(a) of the Company Disclosure Letter sets forth a true and complete list of all warrants, options, restricted stock, restricted stock units or other equity-related securities or awards outstanding as of the date set forth in Section 4.2(a) of the Company Disclosure Letter, the name of each holder thereof and the number of Company Common StockShares for which any such warrant, of which 19,900,000 are issued and outstanding option, restricted stock, restricted stock unit or other equity-related security or award is exercisable for as of the date of this AgreementAgreement (without regard to any vesting or other limitations with respect thereof), and, where applicable for warrants, options, restricted stock, restricted stock units or other equity-related securities, exercise prices, dates of grant, vesting schedules, expiration dates, performance periods, performance targets, and the Company Share Plan, if any, under which such awards were granted. (b) 2,000,000 shares of Company Preferred Stock, (iSection 4.2(b) of which 50,000 shares are designated the Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and whichDisclosure Letter sets forth, as of the date of this Agreement, is convertible into 80,100,000 shares a true and complete list of Company Common Stock(i) the Company’s Subsidiaries (including such Subsidiaries’ jurisdiction of incorporation or organization and the record owners of its outstanding share capital), and (ii) each other Person (other than its Subsidiaries) in which the Company has, or under an agreement has the right to acquire at any time by any means, directly or indirectly, an equity interest other than Company Investment Assets in the ordinary course of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none business. The Company or one of which are outstanding as its wholly owned Subsidiaries owns all of the date hereof. All issued and outstanding shares in the share capital of Company Common Stock its Subsidiaries, beneficially and Company Class A Preferred Stock have been duly authorized of record, and validly issued and all such shares are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreementnonassessable, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights and are free and clear of any claim, lien or rights encumbrance (other than a Permitted Encumbrance). Other than as a result of first refusal created by statuteownership of the Company Investment Assets, the certificate Company does not own or have the right to acquire, directly or indirectly, any share capital or other voting securities of, or ownership interests in, or any interest convertible into or exchangeable or exerciseable for any share capital or other voting securities of, any Person (other than its Subsidiaries). (c) No bonds, debentures, notes or other indebtedness having the right to vote (or which are exercisable or exchangeable for or convertible or redeemable into securities having the right to vote) on any matters on which shareholders of incorporation or bylaws the Company may vote (“Company Voting Debt”) of the Company or any agreement of its Subsidiaries are issued or outstanding. (d) Except for warrants, options, restricted stock, restricted stock units or other equity-related securities or awards issued or to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance be issued under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred StockShare Plans, there are no options, warrants, calls, convertible, redeemable, exercisable or exchangeable securities, rights, commitments or agreements of any character to which the Company or any of its Subsidiaries is a party or by which it or any such Subsidiary is bound (i) obligating the Company or any of its Subsidiaries to issue, deliver, deliver or sell, repurchase or redeem or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any additional shares of the share capital or any Company Capital Stock Voting Debt or other equity rights of the Company or any of its Subsidiaries, (ii) obligating the Company or any of its Subsidiaries to grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, convertible, redeemable, exercisable or exchangeable security, right, commitment or agreement. All shares agreement or (iii) that provide the economic or voting equivalent of an equity ownership interest in the Company Common Stock issuable upon conversion or any of its Subsidiaries. (e) Except for agreements with employees or directors relating to options, restricted stock, restricted stock units or other equity-related securities or awards issued or to be issued under the Company Share Plans, none of the Company Class A Preferred Stock or upon exercise any of its Subsidiaries is a party to any agreement relating to disposition, voting or dividends with respect to any equity securities of the Company Options described in or any of its Subsidiaries. To the Company’s Knowledge, as of the date of this Section 3.5 will beAgreement, when issued pursuant other than the provisions of the Company’s (and its Subsidiaries’) articles of association and organizational regulations or equivalent organizational documents there are no voting trusts, proxies or other agreements or understandings with respect to the respective terms voting of such Company Class A Preferred Stock its share capital or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessablethe share capital of any of its Subsidiaries. Other than Except in connection with purchases made under the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder)Company’s Share Repurchase Program, there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge outstanding contractual obligations of the Company or ACN, between or among any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares in the Company's stockholders. All shares share capital of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawsor any of its Subsidiaries.

Capital Structure. The authorized capital stock of the Company consists of (ai) 200,000,000 14,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 6,014,403 shares of Company Common Stockare issued and outstanding, and (ii) 1,000,000 shares of which 50,000 are designated Class B Preferred Stock, $0.001 par value $.01 per share, none of which are outstanding which, as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 issued and outstanding. No other capital stock of Company is authorized or issued and outstanding. All of the issued and outstanding shares of capital stock of Company and its Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and were not granted in violation of any statutory or contractual preemptive rights. The Company Disclosure Schedule shows the number of shares of Company Common Stock reserved for future issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreementstock options granted and outstanding as of the date hereof, the plans under which such options were granted and award agreements pursuant to which "non-plan" options were granted (collectively, the "STOCK PLANS"), and the Company Options (and any stock option agreements issued Persons to whom such options were granted. Except as set forth in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred StockDisclosure Schedule, there are no outstanding subscriptions, options, warrants, calls, rights, calls or other agreements or commitments or agreements of any character pursuant to which the Company or its Subsidiaries is a party or by which it is bound obligating the Company may become obligated to issue, deliver, sell, repurchase transfer or otherwise dispose of, or purchase, redeem or cause to be issued, delivered, sold, repurchased or redeemedotherwise acquire, any shares of capital stock of, or other equity interests in, Company Capital Stock or its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such optionsubscription, option , warrant, callcall or other agreement or commitment, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no outstanding securities convertible into or exchangeable for any such capital stock or other contractsequity interests. Company owns, commitments directly or agreements relating to votingindirectly, purchase or sale all of the Company's issued and outstanding shares of capital stock (i) between of every class of its Subsidiaries, free and clear of all liens, security interests, pledges, charges and other encumbrances. Except for its ownership of 100% of the capital stock of Sunrise Publications, Inc., Company has no direct or among the indirect equity ownership interest in any corporation, limited liability company, partnership, joint venture or other business association. Neither Company and nor any of its stockholders and (ii) Subsidiaries is a party to the knowledge any voting trust, proxy or other voting agreement or understanding with respect to any shares of the Company or ACN, between or among any capital stock of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities laws.

Capital Structure. The authorized (a) There are 245,000,000 shares of capital stock of the Company consists authorized, comprised of (ai) 200,000,000 shares of Company Common StockShares, of which 19,900,000 160,000,000 are issued and outstanding as of the date of this Agreement, hereof and (bii) 2,000,000 shares of 45,000,000 Company Preferred StockShares, (i) none of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date hereof. As of this immediately prior to the issuance of the Series A Preferred Stock of the Company pursuant to the terms of the Debt Exchange Agreement, and which, as but following the filing of the date Company Certificate of this Designations (as defined below), in each case as contemplated by the Debt Exchange Agreement, is convertible into 80,100,000 there will be 245,000,000 shares of capital stock of the Company authorized, comprised of (A) 200,000,000 authorized Company Common Stock, and (ii) Shares of which 50,000 160,000,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are and will be issued and outstanding as of immediately prior to the date hereof. All outstanding Effective Time and (B) 45,000,000 authorized Company Preferred Shares, of which not more than 6,000,000 shares of Company Common Stock will be designated and Company Class issued as Series A Preferred Stock pursuant to the terms of the Debt Exchange Agreement as of immediately prior to the Effective Time. All of the issued and outstanding Company Common Shares have been duly authorized and validly issued and issued, are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation)assessable, and are not subject to any preemptive rights and have not been issued in violation of any preemptive or similar rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights AgreementPerson. As of the date hereof, all of this Agreement, there are 10,000,000 shares of the issued and outstanding Company Common Stock reserved for issuance under Shares are owned legally and beneficially by the Persons set forth on Schedule 5.5(a) of the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective TimeDisclosure Schedules. Except for the rights created pursuant to this Agreement, Company Common Shares and the Company Options (and any stock option agreements issued Preferred Shares, no other class in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the share capital of the Company Stockholders Agreement, is authorized or issued or outstanding. (b) Except as set forth on Schedule 5.5(b) of the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred StockDisclosure Schedules, there are no no: (i) outstanding options to purchase Company Common Shares; (ii) outstanding subscriptions, options, warrants, rights (including phantom stock rights), calls, commitments, understandings, conversion rights, commitments rights of exchange, plans or other agreements of any character kind providing for the purchase, issuance or sale of any share of the Company; or (iii) agreements with respect to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock Common Shares, including any voting trust, other voting agreement or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance proxy with all applicable federal and state securities lawsrespect thereto.

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 20,000,000 Shares and 5,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, par value $.01 per share (i"Preferred Stock") of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 (i) 6,733,770 Shares were issued and outstanding, (ii) no Shares were held by the Company in its treasury or by any of the Company's subsidiaries, (iii) 1,139,556.25 shares of Company Common Preferred Stock were issued and outstanding, (iv) 725,500 Shares were reserved for issuance under pursuant to the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none and (v) 150,000 Shares were reserved for issuance upon exercise of which are or will be exercisable prior warrants to purchase Shares disclosed in Section 4.1(c) of the Effective TimeDisclosure Schedule (the "Warrants"). Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any All outstanding shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion capital stock of the Company Class A Preferred are, and all shares which may be issued pursuant to the Stock or upon exercise of the Company Options described in this Section 3.5 Plans will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicableissued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. Other than Except as set forth in Section 4.1(c) of the Disclosure Schedule, there are not any bonds, debentures, notes or other indebtedness or securities of the Company Stockholders Agreementhaving the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company Rights Agreement may vote. Except as set forth above and in Section 4.1(c) of the Disclosure Schedule, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Option Plan (and or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock option agreements issued thereunder)or other voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except as set forth in Section 4.1(c) of the Disclosure Schedule, there are no other contractsoutstanding rights, commitments commitments, agreements, arrangements or agreements relating to voting, purchase or sale undertakings of the Company's capital stock (i) between or among any kind obligating the Company and or any of its stockholders and (ii) subsidiaries to the knowledge repurchase, redeem or otherwise acquire any shares of capital stock or other voting securities of the Company or ACN, between or among any of its subsidiaries or any securities of the Company's stockholderstype described in the two immediately preceding sentences. All shares The Company has delivered to Parent complete and correct copies of the Stock Plans and all forms of Company Options. Section 4.1(c) of the Disclosure Schedule sets forth a complete and accurate list of all Company Options and Warrants outstanding as of the date of this Agreement and the exercise price of each outstanding Company Common Stock Option and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawsWarrant.

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 shares Schedule 5.2(a) sets forth a true and correct list of Company Common Stockthe Digital Colony Companies, listing for each of which 19,900,000 are them its name, type of Entity, jurisdiction of organization, and the LA_LAN01:362972.20 issued and outstanding as ownership interests together with the amount and/or percentage of such Entity owned by each such Person immediately after giving effect to the Contemplated Transactions (including a schedule of all Persons entitled to share in any Carried Interest or other revenue of any kind together with the amount and/or percentage of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (iCarried Interest owned by each such Person) of which 50,000 shares each such Entity (the “Group Interests”) and the name of each record and beneficial owner of any Group Interest. There are designated no other issued or outstanding equity, economic participation or voting interests in any Digital Colony Company Class A Preferred Stockother than the Group Interests nor are there any debt or other interests outstanding that are convertible into or exchangeable or exercisable for any such equity, one economic participation or voting interests or otherwise have Equity Rights or would have such rights after conversion or exchange. All of which is the issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock Group Interests have been duly authorized and validly issued and issued, are fully paid and non-assessable assessable, have not been and free will not be issued in violation of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation)applicable Equity Rights, and have been offered, sold and delivered by the relevant Digital Colony Company, as applicable, in compliance in all material respects with applicable securities and other applicable Laws and Contracts. (b) There are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the no Equity Rights (i) obligating any Digital Colony Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company its respective Affiliates to issue, deliver, redeem, purchase or sell, repurchase or redeem or cause to be issued, delivered, redeemed, purchased or sold, repurchased any Group Interests or redeemedany securities or obligations convertible or exchangeable into or exercisable for, any shares Group Interests, (ii) giving any Person a right to subscribe for or acquire any Group Interests, or (iii) obligating any Digital Colony Company or any of Company Capital Stock or obligating the Company its respective Affiliates to issue, grant, extend, accelerate the vesting of, change the price of, or otherwise amend adopt or enter into any such optionEquity Right. No Digital Colony Company or any of its respective Affiliates has any outstanding Indebtedness that could entitle or convey to any Person the right to vote, warrantor that is convertible into or exercisable for Group Interests. Except in respect of Carried Interest (as set forth on Schedule 5.2(a)), call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion no Person other than the owners of the Company Class A Preferred Stock Group Interests has an ownership interest or upon exercise the right to participate in the revenues, profits, goodwill or other assets of any of the Company Options described in this Section 3.5 will beDigital Colony Companies, when issued pursuant and, to the respective terms Knowledge of the Digital Colony Companies, no Person other than the owners of the Group Interests has ever alleged or made any claim that they do have any such Company Class A Preferred Stock right. (c) As of the Closing, after giving effect to the completion of the Contemplated Transactions, the only NFRE Recipients shall be DCMH and its wholly-owned Subsidiaries. (d) None of the Digital Colony Companies have in the aggregate incurred, assumed or Company Optionsguaranteed any Indebtedness in the ordinary course of business that, as applicabletaken together with other existing guarantees and indebtedness, would result in aggregate Indebtedness of the Digital Colony Companies that is in excess of 2.0 times NFRE for the trailing twelve (12) months in the aggregate at any time of determination. The incurrence, assumption or guarantee of any such Indebtedness is not in the ordinary course of business consistent with past practice for the Digital Colony Companies. (e) The Common Interests issued upon the Conversion will be duly and validly authorized, validly and if and when issued, will be fully paid and nonassessablenon-assessable and will be free of any Encumbrances (other than Encumbrances contemplated by this Agreement or the Ancillary Agreements or created by Buyer). Other than LA_LAN01:362972.20 (f) The entirety of the Company Stockholders Digital Colony Business that generates Fee Revenue and Balance Sheet Management Proceeds is owned by DCMH and its Subsidiaries. Except in respect of the applicable portions of Fee Revenue and Balance Sheet Management Proceeds in which Buyer does not participate with respect to (x) Excluded Assets or (y) any Joint Venture Management Entity (as defined in the DCMH Investor Rights Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments DCMH owns directly or agreements relating to voting, purchase or sale indirectly 100% of the Company's capital stock (i) between equity interests in each Person that receives or among the Company and any of its stockholders and (ii) is entitled to the knowledge of the Company receive Fee Revenue or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawsBalance Sheet Management Proceeds.

Capital Structure. (a) The authorized capital stock Purchased Interests represent 100% of the issued and outstanding fully diluted limited liability company interests of the Company consists and Seller is the sole record and beneficial owner of (a) 200,000,000 shares of Company Common Stocksuch interests. Other than the Purchased Interests, of which 19,900,000 there are no issued and or outstanding as equity interests, economic interests or voting interests in the Company. All of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock Purchased Interests have been duly authorized and validly issued and issued, are fully paid and non-assessable assessable, have been offered, sold and free delivered by the Company in compliance in all material respects with applicable securities and other applicable Laws and Contracts and have not been issued in violation of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and Equity Rights. Since inception of the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, there have been no disputes regarding the certificate of incorporation or bylaws ownership of the Company or any agreement the right to which receive distributions therefrom and to the Knowledge of the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no circumstances likely to give rise to any such dispute. (b) There are no outstanding securities, options, warrants, calls, rights, commitments conversion rights, preemptive rights, rights of first refusal, redemption rights, repurchase rights, plans, “tag-along” or agreements of any character to which the Company is a party “drag-along” rights, stock appreciation, phantom equity, profits interests or by which it is bound similar rights commitments, agreements, arrangements or undertakings (“Equity Rights”) (i) obligating the Company to issue, deliver, redeem, purchase or sell, repurchase or redeem or cause to be issued, delivered, redeemed, purchased or sold, repurchased any interests in the Company or redeemedany securities or obligations convertible or exchangeable into or exercisable for, any shares of interests in the Company, (ii) giving any Person a right to subscribe for or acquire any interests in the Company Capital Stock or (iii) obligating the Company to issue, grant, extend, accelerate the vesting of, change the price of, or otherwise amend adopt or enter into any such optionEquity Right. The Company does not have outstanding Indebtedness that could entitle or convey to any Person the right to vote, warrantor that is convertible into or exercisable for interests in the Company. No Person other than Seller has an ownership interest or the right to participate in the revenues, callprofits, right, commitment goodwill or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale assets of the Company's capital stock . (ic) between or among the The Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawshas no Subsidiaries.

Capital Structure. The As of the Execution Date, the authorized capital stock of the Company Buyer consists of (a) 200,000,000 400,000,000 shares of Company Buyer Class A Common Stock, (b) 50,000,000 shares of which 19,900,000 are Buyer Class B Common Stock and (c) 1,000,000 shares of preferred stock, par value $0.001 per share (the “Buyer Preferred Stock”). At the close of business on August 11, 2017: (i) 103,500,000 shares of Buyer Class A Common Stock were issued and outstanding as outstanding, (ii) 25,875,000 shares of the date Buyer Class B Common Stock were issued and outstanding, (iii) no shares of this AgreementBuyer Preferred Stock were issued and outstanding, and (biv) 2,000,000 shares 49,633,333 warrants, each entitling the holder thereof to purchase one share of Company Preferred Stock, (i) of which 50,000 shares are designated Company Buyer Class A Preferred Stock, one Common Stock at an exercise price of which is $11.50 per share of Buyer Class A Common Stock (the “Buyer Warrants”) were issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereofoutstanding. All outstanding shares of Company Buyer Class A Common Stock and Company Buyer Class A Preferred B Common Stock have been duly authorized and are validly issued and are issued, fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights. Except for the Buyer Class B Common Stock and the Buyer Warrants, as set forth in the Organization Documents of Buyer, there are no outstanding (a) securities of Buyer convertible into or exchangeable for shares of capital stock or other equity interest or voting securities of Buyer, (b) options, warrants or other rights (including preemptive rights) or agreements, arrangement or commitments of any character, whether or not contingent, of Buyer to acquire from any Person, and no obligation of Buyer to issue, any shares of capital stock or other equity interest or voting securities of Buyer or any securities convertible into or exchangeable for such shares of capital stock or other equity interest or voting securities, other than pursuant to the Forward Purchase Agreements and the rights of first refusal created by statuteContributor, the certificate of incorporation or bylaws ▇▇▇▇ ▇▇▇▇ Contributor, Bayou City, Highbridge, Management and the Kingfisher Contributors to acquire shares of the Company Buyer Class C Common Stock, Buyer Series A Preferred Stock and Buyer Series B Preferred Stock pursuant to this Agreement, the ▇▇▇▇ ▇▇▇▇ Contribution Agreement and the Kingfisher Contribution Agreement, as applicable, (c) equity equivalents or other similar rights of or with respect to Buyer, or (d) obligations of Buyer to repurchase, redeem, or otherwise acquire any of the foregoing securities, shares of capital stock, options, equity equivalents, interests or rights. Buyer has no direct or indirect equity interests, participation or voting right or other investment (whether debt, equity or otherwise) in any Person (including any Contract in the nature of a voting trust or similar agreement or understanding) or any agreement other equity equivalents in or issued by any other Person other than the General Partner and the Partnership or as may be acquired pursuant to this Agreement, the ▇▇▇▇ ▇▇▇▇ Contribution Agreement or the Kingfisher Contribution Agreement. The Class C Common Stock to be issued to Contributor hereunder upon Closing, when delivered, shall be duly authorized and validly issued, fully paid and non-assessable, and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights), Organizational Documents, commitments or agreements to which the Company Buyer is a party or by which it is bound. The Buyer Series B Preferred Stock to be issued to Contributor hereunder upon Closing, other than the Company Stockholders Agreement when delivered, shall be duly authorized and the Company Rights Agreement. As of the date of this Agreementvalidly issued, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreementfully paid and non-assessable, and the Company Options (and any stock option agreements issued in connection therewith) compliance with all applicable state and other rights disclosed above federal securities Laws and not subject to, and not issued in this Section 3.5 (including violation of, any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights (including preemptive rights), the Organizational Documents, commitments or agreements of any character to which the Company Buyer is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawsbound.

Capital Structure. The authorized capital stock of the Company consists of (ai) 200,000,000 10,000,000 shares of Company Common Stock and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share (the “Company Preferred Stock, ”). At the close of which 19,900,000 are business on the date hereof: (1) 3,112,932 shares of Company Common Stock were issued and outstanding as of the date of this Agreement, and (b) 2,000,000 no shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is stock were issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 outstanding; (2) 1,530,000 shares of Company Common StockStock were reserved for issuance pursuant to the Company Stock Plans, of which 1,351,259 shares of Company Common Stock were subject to issuance upon exercise of options or awards granted to officers, directors or employees of the Company and the Subsidiaries; and (ii3) of no Voting Debt (as defined below) was issued or outstanding. The term “Voting Debt” means bonds, debentures, notes or other indebtedness having the right to vote (or convertible into securities having the right to vote) on any matters on which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as stockholders or other securityholders of the date hereofCompany or any of the Subsidiaries may vote. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and are validly issued and are issued, fully paid and non-assessable nonassessable and free are not entitled to preemptive rights. Schedule 3.1(b) of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, Disclosure Schedule sets forth the Company Rights Agreement authorized and issued or outstanding capital stock and other equity securities of each of the Subsidiaries (and the Company's certificate of incorporationrecord holder thereof), and all of such capital stock or other equity securities of each of the Subsidiaries are validly issued, fully paid and nonassessable and are not subject entitled to preemptive rights or rights. Schedule 3.1(b) of the Company Disclosure Schedule sets forth any liens, pledges, charges, claims, mortgages, deeds of trust, security interests, restrictions, rights of first refusal created by statuteor offer, or other burdens or options of any kind (collectively, “Liens”) applicable to the certificate Company’s interest in the equity securities of incorporation the Subsidiaries. Schedule 3.1(b) of the Company Disclosure Schedule lists all outstanding options, warrants or bylaws other rights to subscribe for, purchase or acquire from the Company, any of the Subsidiaries or any other person any capital stock or other equity securities of the Company or any agreement to which of the Subsidiaries, or securities convertible into or exchangeable for capital stock or other equity securities of the Company is a party or by which it is bound, other than any of the Subsidiaries. Except as set forth in this Section 3.1(b) or on Schedule 3.1(b) of the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this AgreementDisclosure Schedule, there are 10,000,000 outstanding: (1) no shares of Company Common Stock reserved for issuance under capital stock, Voting Debt or other voting securities of the Company; (2) no securities of the Company Option Planor any of the Subsidiaries convertible into or exchangeable for shares of capital stock, Voting Debt or other voting securities of which 5,251,000 are subject to outstanding the Company Options, none or any of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this AgreementSubsidiaries, and the Company Options (and any stock option agreements issued in connection therewith3) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights (including preemptive rights), commitments or agreements of any character to which the Company or any of the Subsidiaries is a party or by which it is any of them are bound in any case obligating the Company or any of the Subsidiaries to issue, deliver, sell, repurchase purchase, redeem or redeem acquire, or cause to be issued, delivered, sold, repurchased purchased, redeemed or redeemedacquired, any additional shares of capital stock, Voting Debt or other voting securities of the Company Capital Stock or of any of the Subsidiaries, or obligating the Company or any of the Subsidiaries to grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment or agreement. All There are not any stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any shares of Company Common Stock issuable upon conversion the capital stock of the Company Class A Preferred Stock that will limit in any way the solicitation of proxies by or upon exercise on behalf of the Company Options described in this Section 3.5 will befrom, when issued pursuant or the casting of votes by, the stockholders of the Company with respect to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessableMerger. Other than There are no restrictions on the Company Stockholders Agreement, to vote the equity securities of any of the Subsidiaries. Except as set forth on Schedule 3.1(b) of the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder)Disclosure Schedule, there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of requiring the Company or ACN, between or among any of the Company's stockholders. All shares Subsidiaries to make contributions to the capital of, or lend or advance funds to, any of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawsSubsidiaries.

Capital Structure. The authorized number of shares and type of all authorized, issued and outstanding capital stock of the Company, Platinum Beijing, Platinum Hong Kong and PRC Sub, and all shares of capital stock reserved for issuance under the Company’s various option and incentive plans is specified on Schedule 2.01(c). Except as set forth in Schedule 2.01(c), no shares of capital stock or other equity securities of the Existing Company Entities are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company consists of (a) 200,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. Other than There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company Stockholders Agreementhaving the right to vote (or convertible into, or exchangeable for, securities having the Company Rights Agreement and the Company Option Plan (and right to vote) on any stock option agreements issued thereundermatters. Except as set forth in Schedule 2.01(c), there are no other contractsoutstanding securities, commitments options, warrants, calls, rights, commitments, agreements, arrangements or agreements relating undertakings of any kind to votingwhich the Existing Company Entities are a party or by which they are bound obligating any Existing Company Entity to issue, purchase deliver or sale sell, or cause to be issued, delivered or sold, additional shares of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge other equity or voting securities of the Company or ACNobligating the Company to issue, between grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company common stock or other securities under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the “Securities Act”) or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities laws.

Capital Structure. The (a) As of the date of this Agreement, Atlantic has authorized capital stock of the Company consists of consisting solely of: (ai) 200,000,000 100,000,000 shares of Company Atlantic Common Stock, of which 19,900,000 15,553,709 shares are issued and outstanding as of the date hereof (exclusive of this Agreement, and (b) 2,000,000 20,776 shares reserved for issuance upon exercise of outstanding options to acquire shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Atlantic Common Stock, ); and (ii) 25,000,000 shares of which 50,000 are designated Class B Preferred Stockpreferred stock, $0.001 0.01 par value per shareshare (the “Preferred Stock”, together with the Atlantic Common Stock, the “Atlantic Stock”), none of which are issued and outstanding as of the date hereof. All of the issued and outstanding shares of Company Common the Atlantic Stock and Company Class A Preferred Stock have been are duly authorized and validly issued and are issued, fully paid and non-assessable nonassessable and free were offered, issued and sold in compliance with all Applicable Law. To the knowledge of Atlantic, no Person has any right of rescission or claim for damages under Applicable Laws with respect to the issuance of any liens shares of the Atlantic Stock previously issued. None of the shares of the Atlantic Stock has been issued in violation of any preemptive or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws its respective stockholders. (b) All of the Company or any agreement to which the Company is a party or by which it is boundissued and outstanding shares of capital stock of Atlantic Coast Bank are, other than the Company Stockholders Agreement and the Company Rights Agreement. As of on the date of this Agreement, there are 10,000,000 shares and on the Closing Date will be, held by Atlantic. (c) Except as set forth in Section 2.4(c) of Company Common Stock reserved for issuance under the Company Option PlanDisclosure Schedule, neither Atlantic nor any of which 5,251,000 are subject to its Subsidiaries has outstanding Company Options, none of any options or other securities which are either by their terms or will be exercisable prior by contract convertible or exchangeable into capital stock of Atlantic or any such Subsidiary, or any other securities or debt of Atlantic or any such Subsidiary, or any preemptive or similar rights to the Effective Time. Except subscribe for or to purchase, or any options or warrants or agreements or understandings for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan purchase or the Company Rights Agreementissuance (contingent or otherwise) and the Company Class A Preferred Stockof, there are no optionsrights to acquire or vest in, warrants, or any calls, rights, commitments or agreements claims of any character relating to, its capital stock or securities convertible into its capital stock. Except as set forth in Section 2.4(c) of the Disclosure Schedule, neither Atlantic nor any of its Subsidiaries is subject to which the Company is a party any obligation (contingent or by which it is bound obligating the Company otherwise) to issue, deliver, sell, repurchase or redeem otherwise acquire or cause retire, or to be issued, delivered, sold, repurchased or redeemedregister, any shares of Company Capital its capital stock. There are no outstanding or authorized phantom stock, stock appreciation, profit participation or similar rights with respect to any shares of Atlantic Stock. (d) Except for restrictions required by applicable securities Laws and as set forth in the Voting Agreement or Section 2.4(d) of the Disclosure Schedule, there is no agreement, arrangement or understanding to which Atlantic is a party restricting or otherwise relating to the transfer of any shares of capital stock of Atlantic. (e) All shares of Atlantic Stock or obligating other capital stock, or any other securities or debt, of Atlantic, which have been purchased or redeemed by Atlantic have been purchased or redeemed in accordance with all Applicable Law, including all federal and state securities Laws, and no such purchase or redemption has resulted or will, with the Company to grantgiving of notice or lapse of time, extendor both, accelerate result in a default or acceleration of the vesting of, change the price maturity of, or otherwise amend modify, any agreement, note, mortgage, bond, security agreement, loan agreement or enter into any such optionother contract or commitment of Atlantic. (f) Except as set forth in Section 2.4(f) of the Disclosure Schedule, warrant, call, right, commitment or agreement. All no Person beneficially owns more than five percent (5%) of the issued and outstanding shares of Company Atlantic Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawsStock.

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as Section 4.03(a) of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and whichAmneal Disclosure Letter sets forth, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as each of the date hereofExisting Amneal Members and lists the Amneal LLC Interests owned by each such Existing Amneal Member. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created Except the Amneal LLC Interests owned by or imposed upon the holders thereof (including those arising under the Company Stockholders AgreementExisting Amneal Members, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As as of the date of this Agreement, there are 10,000,000 shares no issued or outstanding limited liability company interests or other equity interests in Amneal. (b) There are no outstanding stock appreciation rights, rights to receive Amneal LLC Interests on a deferred basis or other rights that are linked to the value of Company Common Stock reserved for issuance Amneal LLC Interests granted under the Company Option PlanAmneal Plans. All outstanding Amneal LLC Interests are, of and all Amneal LLC Interests which 5,251,000 are subject to outstanding Company Options, none of which are or will may be exercisable prior issued pursuant to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 Amneal Plans will be, when issued pursuant to in accordance with the respective terms of such Company Class A Preferred Stock or Company Options, as applicablethereof, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement nonassessable and the Company Option Plan not subject to preemptive rights. (and any stock option agreements issued thereunderc) Except as set forth above in Section 4.03(a), there are no bonds, debentures, notes or other contractsindebtedness of Amneal having the right to vote (or convertible into, commitments or agreements relating exchangeable for, securities having the right to votingvote) on any matters on which the Existing Amneal Members may vote. Except as set forth above in Section 4.03(a), purchase or sale of the Company's capital stock (i) between there are not issued, reserved for issuance or among the Company and outstanding (A) any securities of Amneal or any of its stockholders Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Amneal or any of its Subsidiaries or (B) any warrants, calls, options or other rights to acquire from Amneal or any of its Subsidiaries, or any obligation of Amneal or any of its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Amneal or any of its Subsidiaries and (ii) there are not any outstanding obligations of Amneal or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither Amneal nor any of its Subsidiaries is a party to any voting agreement with respect to the knowledge voting of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawssuch securities.

Capital Structure. The (a) As of the date hereof the authorized capital stock of the Company consists of (a) 200,000,000 50,000,000 shares of common stock, par value $0.01 per share (the “Company Common StockShares”), of which 19,900,000 are issued and 37,885,230 shares were outstanding as of the date close of this Agreementbusiness on September 30, and 2007. Each Company Common Share is entitled to one (b1) 2,000,000 shares vote on all matters submitted to a vote or other action by the shareholders of Company Preferred Stock, (i) the Company. All of which 50,000 shares are designated Company Class A Preferred Stock, one of which is the issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock Shares have been duly authorized and authorized, validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation)nonassessable, and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were have been issued in compliance with all applicable federal and state securities laws. As of the date hereof other than 213,763 Company Common Shares reserved for issuance under the Company Stock Option Plan, the Company has no Company Common Shares reserved for issuance. Section 3.02 of the Disclosure Schedule contains a correct and complete list as of the date hereof of each outstanding option to purchase Company Common Shares under the Company Stock Option Plan, including (i) the number of Company Common Shares subject to such Company Stock Option, (ii) the exercise price of such Company Stock Option, (iii) the date on which such Company Stock Option was granted, (iv) the applicable vesting schedule and expiration date of such Company Stock Option. Except as set forth in Section 3.02 of the Disclosure Schedule, each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company, free and clear of any Lien. Except as set forth above and in Section 3.02 of the Disclosure Schedule, as of the date hereof, there are no outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, calls, commitments, preemptive or other rights or agreements of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or that give any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding (collectively, the “Company Equity Rights”). There are no voting agreements, trusts, proxies or other agreements, instruments or undertakings with respect to the voting of the capital stock of the Company to which the Company nor, to the Company’s knowledge, is there any such agreement, as of the date hereof to which a shareholder of the Company is a party. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter other than, on and after the Initial Closing, the Exchangeable Notes. As of the date hereof, the outstanding shares of the Company’s capital stock are owned as set forth in Section 3.02 of the Disclosure Schedule.

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 10,000,000 shares of Company Common Stock and 2,500,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”), of which 19,900,000 are issued and outstanding as of the date of this Agreement, (a) 6,748,056 shares of Company Common Stock and (b) 2,000,000 no shares of Company Preferred StockStock were issued and outstanding, (ib) 99,200 shares of which 50,000 Company Common Stock were held by the Company in its treasury and (c) 920,750 shares are designated of Company Class A Preferred Stock, one Common Stock were subject to outstanding Options and 304,000 additional shares of which is issued and outstanding Company Common Stock were reserved for issuance pursuant to the Company Stock Plans. Except as of the date of this Agreement, and whichset forth above, as of the date of this Agreement, is convertible into 80,100,000 no shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as capital stock or other voting securities of the date hereofCompany were issued, reserved for issuance or outstanding. All outstanding shares of Company Common Stock are, and Company Class A Preferred Stock have been all such shares that may be issued prior to the Effective Time will be when issued, duly authorized and authorized, validly issued and are issued, fully paid and non-assessable nonassessable and free not subject to or issued in violation of any liens purchase option, call option, right of first refusal, preemptive right, subscription right or encumbrances other than any liens or encumbrances created by or imposed upon similar right under any provision of the holders thereof (including those arising under the Company Stockholders AgreementDGCL, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statuteCharter, the certificate of incorporation or bylaws of the Company By-laws or any agreement Contract to which the Company is a party or by which it is otherwise bound. There are not any bonds, debentures, notes or other than indebtedness of the Company Stockholders Agreement and having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Rights AgreementCommon Stock may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and not any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments convertible or agreements exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which the Company or any Company Subsidiary is a party or by which it any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver, deliver or sell, repurchase or redeem or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company Capital Stock or of any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or agreement. All shares undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Company Common Stock issuable upon conversion Stock. As of the Company Class A Preferred Stock or upon exercise date of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and not any of its stockholders and (ii) to the knowledge outstanding contractual obligations of the Company or ACNany Company Subsidiary to repurchase, between redeem or among otherwise acquire any shares of capital stock of the Company's stockholdersCompany or any Company Subsidiary. All Following the consummation of the Merger, there will not be outstanding any rights, warrants, options or other securities entitling the holders thereof to purchase, acquire or otherwise receive any shares of outstanding Company Common Stock and Company Class A Preferred Stock and the capital stock of the Company Options were issued in compliance with all applicable federal and state or any Company Subsidiary (or any other securities lawsexercisable for or convertible into such Shares).

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 10,600,000 Shares and 894,000 shares of preferred stock of the Company Common ("Company Preferred Shares"). At the close of business on the last business day immediately preceding the date hereof (the "Measurement Date"), (i) 3,838,742 Shares were issued and outstanding, (ii) 3,336,419 Shares were held by the Company in its treasury, (iii) 106,000 shares of Series A Participating Preferred Stock, of which 19,900,000 are issued and outstanding as of par value $1 per share (the date of this "Participating Preferred"), were reserved for issuance pursuant to the Company Rights Agreement, and (biv) 2,000,000 other than the Participating Preferred, no other Company Preferred Shares have been designated or issued. Except as set forth above, at the close of business on the Measurement Date, no shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as capital stock or other voting securities of the date Company or any Subsidiary were issued, reserved for issuance or outstanding. At the close of this Agreementbusiness on the Measurement Date, and whichthere were no outstanding stock options, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereofstock appreciation rights or rights to receive Shares on a deferred basis. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws capital stock of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreementare, and the Company Options (and any stock option agreements all shares which may be issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicableissued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. Other than As of the close of business on the Measurement Date, there were no bonds, debentures, notes, other indebtedness or securities of the Company Stockholders Agreementhaving the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company Rights Agreement and may vote. Except as set forth above, as of the close of business on the Measurement Date, there were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to the knowledge issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or ACN, between or among of any of its Subsidiaries or obligating the Company's stockholdersCompany or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. All As of the close of business on the Measurement Date, there were no outstanding contractual obligations of the Company or any of its Subsidiaries to issue, repurchase, redeem, exchange or otherwise acquire any shares of outstanding Company Common Stock and Company Class A Preferred Stock and capital stock of the Company Options or any of its Subsidiaries. As of the close of business on the Measurement Date, there were issued in compliance with all applicable federal no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Parent a complete and state securities lawscorrect copy of the Rights Agreement, dated as of January 10, 1986 (the "Company Rights Agreement"), as amended and supplemented to the date hereof relating to rights ("Company Rights") to purchase Participating Preferred.

Capital Structure. (i) The authorized capital stock of the Company consists of (a) 200,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding 10,000,000 shares of Company Common Stock and 1,000,000 shares of Preferred Stock of the Company, par value $1.00 per share (the "Company Class Preferred Stock"), which shares have been designated Series A Preferred Stock have been duly authorized (the "Series A Preferred Stock") and validly issued and are fully paid and non-assessable and free Series B Preferred Stock (the "Series B Preferred Stock"). At the close of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof business on February 26, 2001, (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 A) 4,943,633 shares of Company Common Stock were outstanding, (B) 18,047 shares of Company Common Stock were reserved for issuance under upon the exercise of outstanding Preferred Stock, (C) 26,000 Company Stock Options were outstanding pursuant to the Company Option PlanStock Plans, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 26,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, (E) 655,091 shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries, (F) 16,423 shares of Series A Preferred Stock, were issued and outstanding, and (G) 70,000 shares of Series B Preferred Stock have been reserved for issuance upon exercise of the rights (the "Company Rights") distributed to the holders of Company Common Stock pursuant to the Rights Agreement dated as of March 31, 1993 between the Company and The Bank of New York, as Rights Agent (the "Rights Agreement"). The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which 5,251,000 stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to outstanding issuance upon the exercise of Company Stock Options, none of upon issuance on the terms and conditions specified in the instruments pursuant to which they are or issuable, will be exercisable prior to the Effective Time. duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for the rights created pursuant to this Agreement, the Rights Agreement, the Company Rights, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred StockStock Plans, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver, deliver or sell, repurchase or redeem or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or any Voting Debt of the Company Capital Stock or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there There are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge outstanding contractual obligations of the Company or ACN, between or among any of the Company's stockholders. All its Subsidiaries to repurchase, redeem or otherwise acquire any shares of outstanding Company Common Stock and Company Class A Preferred Stock and capital stock of the Company Options were issued in compliance with all applicable federal and state securities lawsor any of its Subsidiaries.

Capital Structure. The authorized share capital stock of the Company Equity One consists of (a) 200,000,000 40,000,000 Equity One Shares and 5,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stockpreferred stock, $0.001 0.01 par value per share, none . As of which are outstanding as the close of business on the date hereof: (a) 13,011,901 Equity One Shares were issued and outstanding, (b) no shares of preferred stock were issued or outstanding and (c) 1,128,331 Equity One Shares were reserved for issuance pursuant to outstanding, unexercised stock options ("Equity One Options") granted pursuant to Equity One's stock option plans ("Equity One Stock Option Plans") or otherwise. All of the outstanding shares of Company Common Stock and Company Class A Preferred Stock Equity One Shares have been duly authorized and validly issued and are fully paid and non-assessable nonassessable and are free of preemptive rights, and all of Equity One Shares issuable in exchange for Shares in connection with the Merger have been duly authorized and will be validly issued and fully paid and nonassessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon preemptive rights. Except as set forth herein and in the holders thereof (including those arising under the Company Stockholders AgreementEquity One SEC Reports, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As as of the date of this Agreementhereof, there are 10,000,000 outstanding (i) no shares of Company Common Stock reserved capital stock or other voting securities of Equity One, (ii) no securities of Equity One convertible into or exchangeable for issuance under the Company Option Plan, shares of which 5,251,000 are subject to outstanding Company Options, none capital stock or voting securities of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, Equity One and the Company Options (and any stock option agreements issued in connection therewithiii) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, callsrights or other agreements or commitments to acquire from Equity One, rights, commitments or agreements and no obligation of any character to which the Company is a party or by which it is bound obligating the Company Equity One to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock capital stock, voting securities or obligating the Company securities convertible into or exchangeable for shares of capital stock or voting securities of Equity One, and no obligation of Equity One to grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such optionsubscription, warrant, calloption, right, convertible or exchangeable security or other similar agreement or commitment or agreement. All shares of Company Common Stock issuable upon conversion of (the Company Class A Preferred Stock or upon exercise of the Company Options described items in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan clauses (and any stock option agreements issued thereunderi), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) and (iii) being referred to collectively as the knowledge "Equity One Securities"). There are no outstanding obligations of the Company Equity One or ACNany subsidiary to repurchase, between redeem or among otherwise acquire any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawsEquity One Securities.

Capital Structure. The (i) As of the date of this Agreement, and without giving effect to, the Investment, the Company’s authorized capital stock of the Company consists of (a) 200,000,000 5,000 shares of Company Common Stock, of which 19,900,000 1,003 are issued and outstanding. All of the shares of Company Common Stock that are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and whichare, as of the date hereof and at all time periods prior to the Distribution will be, owned of this Agreementrecord and beneficially by Parent or a wholly-owned Subsidiary of Parent free and clear of any Encumbrances, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding except as imposed by applicable securities laws. As of the date hereof. All outstanding hereof and the Closing Date, other than up to 46,000,000 shares of Company Common Stock that are expected to be reserved for issuance pursuant to future awards under Company Equity Plans and Company Class A Preferred Stock have been duly authorized the number of Investor Shares and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders AgreementAF Investor Shares that will be reserved for issuance, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 has no shares of Company Common Stock reserved for issuance issuance. There are no other shares of capital stock or other equity securities (including securities convertible, exercisable or exchangeable for capital stock) of the Company that are outstanding. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and the holders of shares of Company Common Stock are not entitled to preemptive rights. (ii) Immediately upon the Closing, the Investor Shares will be (and the additional Investor Shares, if any, issued pursuant to Section 2.4 will be, when so issued) duly authorized, validly issued, fully paid and nonassessable, and will be owned of record and beneficially by the Investor, free and clear of any Encumbrances other than the transfer restrictions and other terms and conditions set forth herein and in the Shareholders Agreement. (iii) No bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which shareholders of the Company may vote (“Company Voting Debt”) are issued or outstanding. (iv) The outstanding share capital or registered capital, as the case may be, of each Subsidiary of the Company is duly authorized, validly issued, fully paid and non-assessable, and all of the outstanding share capital or registered capital, as the case may be, of each such Subsidiary is owned, directly or indirectly, by the Company free and clear of any Encumbrances and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity interests, but excluding restrictions under the Securities Act or other Applicable Law relating to securities). The registered capital of each of the Subsidiaries of the Company Option Planincorporated in China has been fully contributed, as certified by accountants qualified in China, and any registered capital contributed in non-cash assets has been fully evaluated and verified by valuers qualified in China. Except as set forth in Section 3.2(c)(iv) of which 5,251,000 are subject to outstanding Company Optionsthe Disclosure Schedule, none of which are the Company or will any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries of the Company) that is or would reasonably be exercisable prior expected to be material to the Effective Time. Company and its Subsidiaries taken as a whole. (v) Except for as set forth in Section 3.2(c)(v), other than the rights created pursuant to this Agreement, Investor Shares and the Company Options Warrants (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred StockWarrant Shares), there are no securities, options, warrants, calls, share appreciation rights, commitments performance units, restricted share units, contingent value rights, “phantom” share units or agreements similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any share capital or other equity interests in, the Company or any of its Subsidiaries, or any other commitments, agreements, arrangements or undertakings of any character kind to which Parent, the Company or any of their respective Subsidiaries is a party or by which any of them is bound obligating Parent, the Company or any of their respective Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or any of its Subsidiaries, Company Voting Debt, Company Common Stock or other voting securities (including securities convertible, exercisable or exchangeable for capital stock) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, share appreciation right, performance unit, restricted share unit, contingent value right, “phantom” share unit or similar security or right derivative of, or providing economic benefits based, directly or indirectly, on the value or price of, any share capital or other equity interests in, the Company or any of its Subsidiaries, or any other commitment, agreement, arrangement or undertakings of any kind. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or equity interest (including any security convertible, exercisable or exchangeable for any equity interest) of the Company or any of its Subsidiaries or to provide funds to, or make investment (in the form of a loan, capital contribution or otherwise) in, the Company or any of its Subsidiaries or any other Person. (vi) Other than the Investment Agreements, there are no shareholder agreements, voting trusts or other contracts to which the Company is a party or by which it is bound obligating relating to the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, voting of any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any capital stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock . (ivii) between or among Except as set forth on Section 3.2(c)(vii) of the Company and any of its stockholders and (ii) to the knowledge Disclosure Schedule, there is no outstanding indebtedness for borrowed money of the Company or ACN, between its Subsidiaries (other than indebtedness for borrowed money owing by the Company or among any a wholly owned Subsidiary of the Company to the Company or a wholly owned Subsidiary of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities laws).

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 100,000,000 shares of Common Stock, no par value per share (“Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement”), and (b) 2,000,000 100,000 shares of Company Preferred Stock, no par value per share (“Company Preferred Stock”). At the close of business on September 20, 2006, (i) 12,965,250 shares of which 50,000 shares are designated Company Class A Preferred Stock, one of which is Common Stock were issued and outstanding outstanding, (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) no shares of Company Common Stock were held by the Company in its treasury, and (iv) 367,500 shares of Company Common Stock were reserved for issuance pursuant to the Company Warrants (defined below). At the close of business on September 20, 2006, the Company had granted options to purchase 230,000 shares of Company Common Stock under the Company Option Plan. Except as set forth above, at the close of business on September 20, 2006, no shares of capital stock or other voting securities of the date Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights linked to the price of this AgreementCompany Common Stock and granted under the Company Option Plan. All outstanding shares of Company Common Stock are, and whichall such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the FBCA, the Company’s articles of incorporation or bylaws or any contract to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the Company’s shareholders may vote (“Voting Company Debt”). Except as set forth above or in the Company Disclosure Letter, as of the date of this Agreement, is there are not any options, warrants, rights, convertible into 80,100,000 shares of Company Common Stockor exchangeable securities, and “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts (ii) of which 50,000 are designated Class B Preferred Stockas defined in Section 3.04(a)), $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free arrangements or undertakings of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject kind to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of which the Company or any agreement to which the Company Subsidiary is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As any of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver, deliver or sell, repurchase or redeem or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company Capital Stock or of any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or agreementundertaking or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Company capital stock. All As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary. Section 3.02 of the Company Disclosure Letter sets forth a true and complete list of the outstanding Company Options and the outstanding Company Warrants together with the number of shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement subject thereto and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawsexercise price thereof.

Capital Structure. The authorized capital stock of the Company consists of (ax) 200,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding 100,000,000 shares of Company Common Stock and (y) 6,000,000 shares of Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights AgreementStock. As of the date of this Agreementhereof, there are 10,000,000 were: (i) 45,798,412 shares of Company Common Stock issued and outstanding; (ii) 0 shares of Company Preferred Stock issued and outstanding, (iii) 299 shares of Company Common Stock held in the treasury of the Company; (iv) 1,784,584 shares of Company Common Stock reserved for issuance under upon exercise of options available for grant pursuant to the Company’s stock option plans; (v) 7,376,488 shares of Company Common Stock issuable upon exercise of awarded but unexercised stock options; and (vi) warrants representing the right to purchase 20,445,984 shares of Company Common Stock. Except as set forth above, as of the date hereof, there were no shares of capital stock or other equity securities of the Company Option Planissued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are, and all shares which 5,251,000 are may be issued as described above will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to outstanding preemptive rights. The shares of Company Options, none of which are or will Common Stock to be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewithwith the Merger (x) will, when issued, be duly authorized, validly issued, fully paid and other nonassessable and not subject to preemptive rights disclosed and (y) will be issued in compliance in all material respects with all applicable federal and state securities laws and applicable rules and regulations promulgated thereunder. Except as set forth above and in this (i) Section 3.5 (including any rights under 3.01(c) of the Company Stockholders AgreementDisclosure Letter and (ii) the Rights Agreement dated as of August 13, 1999, between the Company Option Plan or and American Stock Transfer & Trust Company as Rights Agent (the Company “Shareholder Rights Agreement) and the Company Class A Preferred StockPlan”), there are no outstanding securities, options, warrants, calls, rights, commitments commitments, agreements, arrangements or agreements undertakings of any character kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver, deliver or sell, repurchase or redeem or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity or voting securities of the Company Capital Stock or obligating the Company to issue, grant, extend, accelerate the vesting of, change the price of, or otherwise amend of or enter into any such security, option, warrant, call, right, commitment commitment, agreement, arrangement or agreementundertaking. All shares of Company Common Stock issuable upon conversion There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company Class A Preferred Stock to repurchase, redeem or upon exercise otherwise acquire or make any payment in respect of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms any shares of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any capital stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge . As of the Company or ACNdate hereof, between or among any all of the issued and outstanding shares of common stock in Virium Pharmaceuticals Inc., a Subsidiary of the Company's stockholders. All shares , are owned by the Company, free and clear of outstanding Company Common Stock any Lien, and Company Class A Preferred Stock and as of the Closing Date, all of the common stock of Virium Pharmaceuticals Inc. will be owned by the Company Options were issued in compliance with all applicable federal free and state securities lawsclear of any Lien.

Capital Structure. (i) The authorized capital stock of the Company consists of (aA) 200,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding 100,000,000 shares of Company Common Stock and (B) 25,000,000 shares of Company Class A Preferred Stock. As of June 11, 2007, (A) 21,729,185 shares of Company Common Stock are issued and outstanding, (B) 3,400,000 shares of Common Stock are classified as Relativity Shares, (C) zero shares of Company Common Stock are held in the treasury of the Company, (D) no shares of Company Preferred Stock have been duly authorized are issued or outstanding or held by the Company in its treasury and validly (E) 4,555,773 shares of Company Common Stock are reserved for future issuance in connection with the Company Incentive Equity Plans (including shares reserved pursuant to issued and are fully paid outstanding Options and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders AgreementRSUs), the Company Rights Agreement Warrants and the Company's certificate Portside Warrant. All issued and outstanding shares of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws capital stock of the Company are duly authorized, validly issued, fully paid, non-assessable, and were not issued in violation of any preemptive or other right in favor of any agreement person, and no class of capital stock is entitled to which preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company is a party having the right to vote (or by convertible into, or exchangeable for, securities having the right to vote) on any matters on which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreementmay vote. As of the date of this the Original Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, preemptive or other outstanding rights, stock appreciation rights, conversion rights, redemption rights, repurchase rights, agreements, arrangements or commitments or agreements of any character kind to which the Company or its Subsidiaries is a party party, or by which it is bound the Company or its Subsidiaries are bound, obligating the Company or its Subsidiaries to issue, deliver, deliver or sell, repurchase or redeem or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any shares of Company Capital Stock capital stock or obligating other securities of the Company to grant, extend, accelerate the vesting of, change the price ofor its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or otherwise amend giving any person a right to subscribe for or enter into acquire, any securities of the Company or its Subsidiaries, and no securities or obligations evidencing such optionrights are authorized, warrantissued or outstanding other than (u) the Company Rights, call(v) 25,920 RSUs issued and outstanding, right(w) Options representing the right to purchase 2,252,994 shares of Company Common Stock, commitment or agreement. All (x) Warrants representing the right to purchase 884,284 shares of Company Common Stock, (y) the Portside Warrant representing the right to purchase 1,000,000 shares of Company Common Stock issuable upon conversion and (z) the Company Convertible Note representing the right to purchase 4,000,000 shares of Company Common Stock. All Options issued by Egami Media pursuant to the Egami Media, Inc. 2005 Incentive Compensation Plan and all Options issued by the Company pursuant to the 1994 Eligible Directors Stock Option Plan have been validly terminated and are no longer outstanding. Section 3.01(b) of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will beDisclosure Letter sets forth each Option, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company OptionsWarrant and RSU, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreementname of the grantee, the date of the grant, the number of shares of Company Rights Agreement Common Stock subject to each Option, Warrant or RSU, the exercise price per share of such Option or Warrant and the vesting schedule for such Option, Warrant or RSU. The Company Option Plan (has made available to Parent true and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements complete copies of the forms of agreement relating to votingthe grant of Options, purchase or sale of the Company's capital stock (i) between or among the Company Warrants and any of its stockholders and RSUs. (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued Each Option (A) was granted in compliance with all applicable federal Laws and state securities lawsall of the terms and conditions of the Company Equity Incentive Plan pursuant to which it was issued, (B) has an exercise price per share of Company Common Stock not less than the fair market value of a share of Company Common Stock on the date on which all requisite action constituting an offer of Company Common Stock to the grantee of the Option upon the terms set forth in the Options was completed, and (C) qualified for the tax and accounting treatment afforded to such Option in the Company’s Returns and the financial statement included in the Company SEC documents, respectively All Options and RSUs may, by their terms, be treated in accordance with Sections 2.01(f) and (g), respectively, of this Agreement, without the consent of the holder thereof or any other person. (iii) The Relativity Merger Consideration is the maximum and only amount payable as a result of the Merger with respect to the Relativity Shares.

Capital Structure. (i) The authorized capital stock of the Company consists of (a) 200,000,000 40,000,000 shares of Company Common Stock, of which 19,900,000 are issued Stock and outstanding as of the date of this Agreement, and (b) 2,000,000 1,000,000 shares of Company Preferred Stock. At the close of business on February 27, 2002, (iA) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 7,909,817 shares of Company Common StockStock were outstanding (including 130,024 Company RSUs), 2,401,501 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding Company Options pursuant to the Company Stock Option Plans, 281,100 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Purchase Plans and 3,020,633 shares of Company Common Stock were held by Company in its treasury; and (iiB) no shares of which 50,000 are designated Class B Company Preferred Stock, $0.001 par value per share, none Stock were outstanding and 150,000 shares of which are outstanding as of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the date hereofCompany Rights. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreementrights. As of the date of this Agreement, there are 10,000,000 The shares of Company Common Stock reserved for issuance under which may be issued upon exercise of Company Stock Options have been duly authorized and, if and when issued pursuant to the Company Option Planterms thereof, of which 5,251,000 are will be validly issued, fully paid and non-assessable and not subject to outstanding preemptive rights. (ii) No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders may vote ("Voting Debt") of Company Optionsare issued or outstanding. (iii) As of the close of business on February 27, none of which are or will be exercisable prior to the Effective Time. Except 2002, except for the rights created pursuant to (A) this Agreement, and the (B) Company Options which represented the right to acquire up to an aggregate of 2,401,501 shares of Company Common Stock, (and any stock option agreements issued in connection therewithC) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreementand (D) and as set forth in Section 3.1(b)(iii) of the Company Class A Preferred StockDisclosure Schedule, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company or any of its Subsidiaries is a party or by which it or any such Subsidiary is bound obligating the Company or any of its Subsidiaries to issue, deliver, deliver or sell, repurchase or redeem or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or any Voting Debt of Company Capital Stock or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment or agreement. All Except as set forth in Section 3.1(b)(iii) of the Company Disclosure Schedule, after the Effective Time, there will be no option, warrant, call, right or agreement obligating Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock or any Voting Debt of Company or any of its Subsidiaries, or obligating Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right or agreement. (iv) There are no outstanding contractual obligations of Company or any of its Subsidiaries (A) to repurchase, redeem or otherwise acquire any shares of capital stock of Company or any of its Subsidiaries, other than the agreements between Company and persons who were its stockholders prior to the initial public offering of Company Common Stock (which agreements will become void and of no further effect at the Effective Time), or (B) pursuant to which Company or any of its Subsidiaries is or could be required to register shares of Company Common Stock issuable upon conversion of or other securities under the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawsSecurities Act.

Capital Structure. (a) The authorized capital stock of the Company consists of (a) 200,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this AgreementAgreement consists of (i) 100,000,000 shares of Company Common Stock and (ii) 5,000,000 shares of Preferred Stock, and par value $0.001 per share (“Company Preferred Stock”). (b) 2,000,000 As of the close of business on February 9, 2006: (i) 20,259,819 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock, Stock were issued or outstanding; (iiii) no shares of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as Common Stock were held in the treasury of the date Company; (iv) 2,432,011 shares of this Agreement, Company Common Stock were duly reserved for future issuance pursuant to outstanding Company Stock Options granted pursuant to the Company Stock Plans; and which(v) 2,110,698 shares of Company Common Stock were duly reserved for future issuance pursuant to the exercise of Company Warrants. Except as described above, as of the date close of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of business on the day prior to the date hereof. , there were no shares of voting or non-voting capital stock, equity interests or other securities of the Company authorized, issued, reserved for issuance or otherwise outstanding. (c) All outstanding shares of Company Common Stock are, and Company Class A Preferred Stock have been duly authorized and validly all shares which may be issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under pursuant to the Company Stockholders AgreementStock Plans, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement Stock Options and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 Warrants will be, when issued pursuant to against payment therefor in accordance with the respective terms of such Company Class A Preferred Stock or Company Options, as applicablethereof, duly authorized, validly issued, fully paid and nonassessablenon-assessable, and not subject to, or issued in violation of, any preemptive, subscription or any kind of similar rights. Other than The Company has no outstanding shares of Company Common Stock that are subject to a right of repurchase that will survive the Merger. (d) There are no bonds, debentures, notes or other indebtedness of the Company Stockholders Agreement, having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of the Company Rights Agreement and the Company Option Plan may vote. Except as described in subsection (and any stock option agreements issued thereunder)b) above, there are no other contractsoutstanding securities, commitments options, warrants, calls, rights, commitments, agreements, arrangements or agreements relating undertakings of any kind (contingent or otherwise) to votingwhich the Company is a party or bound obligating the Company to issue, purchase deliver or sale sell, or cause to be issued, delivered or sold, additional shares of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge other voting securities of the Company or ACNobligating the Company to issue, between grant, extend or among enter into any agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Neither the Company nor the Company Subsidiary is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) in any Person (as defined in Section 3(a)(9) of the Company's stockholders. Securities Exchange Act of 1934, as amended (the “Exchange Act”)). (e) The Company has previously made available to Parent a complete and correct list of the holders of all Company Stock Options and Company Warrants outstanding as of the date specified therein, including: (i) the date of grant or issuance; (ii) the exercise price; (iii) the vesting schedule and expiration date; and (iv) any other material terms, including any terms regarding the acceleration of vesting (other than those set forth in the Company Stock Plans). (f) All of the issued and outstanding shares of outstanding Company Common Stock and all of the issued and outstanding Company Class A Preferred Warrants and Company Stock and the Company Options were issued in compliance in all material respects with all applicable federal and state securities lawsLaw. (g) There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock (or options or warrants to acquire any such shares) or other security or equity interests of the Company, other than rights of repurchase of Company Common Stock pursuant to agreements entered into in connection with the Company Stock Plans between the Company and the holder of such shares of Company Common Stock. Except as described in this Section 2.3, and except as set forth on Schedule 2.3(g) of the Company Disclosure Schedule, there are no stock-appreciation rights, security-based performance units, phantom stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or the Company Subsidiary or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company or the Company Subsidiary based upon revenues generated by them without augmentation as a result of the Merger or other transactions contemplated hereby) of the Company or to cause the Company or the Company Subsidiary to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company or the Company Subsidiary. (h) Other than the Company Voting Agreements, there are no voting trusts, proxies or other agreements, commitments or understandings to which the Company or the Company Subsidiary or, to the knowledge of the Company, any of the stockholders of the Company, is a party or by which any of them is bound with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock or other security or equity interest of the Company or the Company Subsidiary.

Capital Structure. (a) The authorized capital stock of the Company consists of (a) 200,000,000 350,000,000 shares of Company Common Stockcapital stock, of which 19,900,000 are issued and outstanding have been classified as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding 300,000,000 shares of Company Common Stock and 50,000,000 shares of Company Class Preferred Stock. At the close of business on May 20, 2023 (i) 134,224,313 shares of Company Common Stock were issued and outstanding, (ii) 7,933,711 shares of Company Series A Preferred Stock have been duly authorized and validly were issued and are fully paid outstanding, (iii) 4,595,175 shares of Company Series C Preferred Stock were issued and non-assessable and free outstanding, (iv) 508,677 shares of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising Company Common Stock were reserved for issuance pursuant to awards outstanding under the Company Stockholders Agreement2018 Plan, (v) 8,528,885 shares of Company Common Stock were reserved for issuance upon a conversion of awards of LTIP Units pursuant to the Company Rights Agreement 2021 OP Plan and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 (vi) 172,921 shares of Company Common Stock reserved for issuance under the upon conversion of Company Option Plan, Partnership Units. One hundred twenty thousand (120,000) shares of which 5,251,000 are subject to outstanding Company OptionsPreferred Stock is designated as Series B Preferred Stock, none of which are or will be exercisable prior to is outstanding, and reserved for issuance in accordance with the Effective Time. Except for the stockholder rights created plan adopted pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) Agreement (the “Company Rights Plan”). All issued and outstanding shares of the capital stock of the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All and all shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will reserved for issuance as noted above, shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Except as set forth on Section 4.3(a) of the Company Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Company Common Stock or other equity holders of such Company Subsidiary may vote. There are no other rights to purchase or receive the Company Common Stock granted under the Company Equity Plans, the company benefit plans or otherwise other than the Company Restricted Stock. (b) The Company is the sole general partner of Company Operating Partnership, and the Company owns, directly or indirectly, all of the general partner interests in Company Operating Partnership, free and clear of Liens (other than Permitted Liens). Section 4.3(b) of the Company Disclosure Letter sets forth, as of the date hereof, the name of, and the number and class of limited partnership interests held by, each partner in Company Operating Partnership. Other than such limited partnership interests set forth on Section 4.3(b) of the Company Disclosure Letter, the Company owns all of the issued and outstanding Company Partnership Units, free and clear of Liens (other than Permitted Liens or Liens arising pursuant to the respective terms Company Partnership Agreement). (c) All of such the outstanding shares of capital stock of each of the Company Class A Preferred Stock or Company Options, as applicable, Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. Other than All equity interests in each of the Company Stockholders AgreementSubsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Company Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 4.3(c) of the Company Disclosure Letter, the Company Rights Agreement owns, directly or indirectly, all of the issued and outstanding capital stock and other equity interests of each of the Company Option Plan Subsidiaries, free and clear of all Liens (other than Permitted Liens), and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock option agreements issued thereunder)or other equity interests of any Company Subsidiary or which would require any Company Subsidiary to issue or sell any shares of its capital stock, equity interests or securities convertible into or exchangeable for shares of its capital stock or equity interests. (d) Except as set forth on Section 4.3(d) of the Company Disclosure Letter or pursuant to the Company Rights Plan, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound, obligating the Company or any Company Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Company Common Stock, shares of Company Preferred Stock or other contractsequity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity interest of the Company or any of the Company Subsidiaries or obligating the Company or any Company Subsidiary to issue, commitments grant, extend or agreements relating enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. As of the date of this Agreement, except as expressly provided in the Company Partnership Agreement or pursuant to votingthe Company Rights Plan, purchase there are no outstanding contractual obligations of the Company or sale any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock, shares of Company Preferred Stock, Company Partnership Units or other equity interests of the Company or any Company Subsidiary (other than in satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the Company Equity Plans). Except as set forth on Section 4.3(d) of the Company Disclosure Letter, none of the Company's capital stock (i) between , Company Operating Partnership or among the any Company and any of its stockholders and (ii) Subsidiary is a party to or, to the knowledge of the Company, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock or other equity interest of the Company or ACN, between or among any of the Company's stockholdersCompany Subsidiaries. (e) Section 4.3(e) of the Company Disclosure Letter sets forth a true, complete and correct list of all Persons who, as of the close of business on May 22, 2023, held outstanding Company Restricted Stock, indicating, with respect to each share of Company Restricted Stock then outstanding, the type of award granted, the number of shares of Company Common Stock subject to such Company Restricted Stock, the date of grant, and the vesting schedule. All shares of outstanding Company Common Restricted Stock were (i) granted, accounted for, reported and Company Class A Preferred Stock disclosed in accordance with the applicable Laws, accounting rules and stock exchange requirements and (ii) validly issued and properly approved by the Company Options were issued Board (or a duly authorized committee or subcommittee thereof) in compliance with all applicable federal Law and state recorded on the Company’s financial statements in accordance with GAAP. (f) All dividends or other distributions on the outstanding shares of Company Common Stock, Company Preferred Stock, Company Partnership Units and any dividends or distributions on any securities lawsof any Company Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 The authorized Company Common Stock consists solely of 54,550 shares of Company Common Stock, . A total of which 19,900,000 54,550 shares of Company Common Stock are issued and outstanding as of the date of this AgreementAgreement Date, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares there are designated Company Class A Preferred Stock, one of which is no other issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and no commitments or Contracts to issue any shares of Company Class A Preferred Common Stock have been duly authorized other than pursuant to the exercise of Company Warrants that are outstanding as of the Agreement Date. The Company holds no treasury shares. Schedule 2.2(a) of the Company Disclosure Letter sets forth, as of the Agreement Date, (i) a true, correct and validly complete list of the Company Shareholders and the number and type of such shares so owned by such Company Shareholder, and any beneficial holders thereof, if applicable and (ii) the number of such shares of Company Common Stock that are Unvested Company Shares, including as applicable the number and type of such Unvested Company Shares, the per share purchase price paid for such Unvested Company Shares, the vesting schedule in effect for such Unvested Company Shares (and the terms of any acceleration thereof), the per share repurchase price payable for such Unvested Company Shares and the length of the repurchase period following the termination of service of the holder of such Unvested Company Shares. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable and and, as of the Closing Date, shall be free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders AgreementEncumbrances, the Company Rights Agreement and the Company's certificate of incorporation)outstanding subscriptions, and are not subject to preemptive rights or “put” or “call” rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company Organizational Documents or any agreement Contract to which the Company is a party or by which it the Company or any of its assets is bound. The Company has never declared or paid any dividends on any shares of Company Common Stock. There is no Liability for dividends accrued and unpaid by the Company. The Company is not under any obligation to register under the Securities Act or any other Applicable Law any shares of Company Common Stock, any Equity Interests or any other than the Company Stockholders Agreement and the Company Rights Agreement. As securities of the date of this AgreementCompany, there are 10,000,000 whether currently outstanding or that may subsequently be issued. All issued and outstanding shares of Company Common Stock reserved for issuance under and all Company Warrants were issued in compliance with Applicable Law and all requirements set forth in the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (Organizational Documents and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character applicable Contracts to which the Company is a party or by which the Company or any of its assets is bound. (b) The Company has never granted Company Options and no Company Options have ever been outstanding. (c) Schedule 2.2(c) of the Company Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list of all Company Warrantholders, including the number of shares and type of Company Common Stock subject to each Company Warrant, the date of grant, the exercise or vesting schedule (and the terms of any acceleration thereof), the exercise price per share and the term of each Company Warrant. True, correct and complete copies of each Company Warrant have been provided to Acquirer, and such Company Warrants have not been amended or supplemented since being provided to Acquirer, and there are no Contracts providing for the amendment or supplement of such Company Warrants. The terms of the Company Warrants permit the treatment of Company Warrants as provided herein, without notice to, or the consent or approval of, the Company Warrantholders, the Company Shareholders or otherwise and without any acceleration of the exercise schedule or vesting provisions in effect for such Company Warrants. (d) As of the Agreement Date, there are no authorized, issued or outstanding Equity Interests of the Company other than shares of Company Common Stock and Company Warrants. Other than as set forth on Schedules 2.2(a), 2.2(b) and 2.2(c) of the Company Disclosure Letter, as of the Agreement Date, no Person has any Equity Interests of the Company, stock appreciation rights, stock units, share schemes, calls or rights, or is party to any Contract of any character to which the Company or a Company Securityholder is a party or by which it or its assets is bound bound, (i) obligating the Company or such Company Securityholder to issue, deliver, sell, repurchase or redeem redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares Equity Interests of the Company Capital Stock or other rights to purchase or otherwise acquire any Equity Interests of the Company, whether vested or unvested, or (ii) obligating the Company to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrantCompany Warrant, call, right or Contract. (e) No Company Debt (i) granting its holder the right to vote on any matters on which any Company Securityholder may vote (or that is convertible into, or exchangeable for, securities having such right, commitment ) or agreement. All shares (ii) the value of Company Common Stock issuable which is in any way based upon conversion or derived from capital or voting stock of the Company Class A Preferred Stock Company, is issued or upon exercise outstanding as of the Agreement Date (collectively, “Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan Voting Debt”). (and any stock option agreements issued thereunder), there f) There are no other contracts, commitments or agreements Contracts relating to voting, purchase purchase, sale or sale transfer of the Company's capital stock any Company Common Stock (i) between or among the Company and any Company Securityholder, other than written Contracts granting the Company the right to purchase unvested shares upon termination of its stockholders employment or service, and (ii) to the knowledge of the Company or ACNCompany, between or among any of the Company's stockholdersCompany Securityholders. All No Contract of any character to which the Company is a party to or by which the Company or any of its assets is bound relating to any Unvested Company Shares requires or otherwise provides for any accelerated vesting of any Unvested Company Shares or the acceleration of any other benefits thereunder, in each case in connection with the Transactions or upon termination of employment or service with the Company or Acquirer, or any other event, whether before, upon or following the Closing or otherwise. (g) As of the Closing, (i) the number of shares of Company Common Stock set forth in the Spreadsheet as being owned by a Person, or subject to Company Warrants owned by such Person, will constitute the entire interest of such Person in the issued and outstanding Company Common Stock and Company Class A Preferred Stock and or any other Equity Interests of the Company, (ii) no Person not disclosed in the Spreadsheet will have a right to acquire from the Company Options were any shares of Company Common Stock, Company Warrants or any other Equity Interests of the Company and (iii) the shares of Company Common Stock and/or Company Warrants disclosed in the Spreadsheet will be free and clear of any Encumbrances. (h) Schedule 2.2(h) of the Company Disclosure Letter identifies each employee of the Company or other Person with an offer letter or other Contract or Company Employee Plan that contemplates a grant of, or right to purchase or receive: (i) options to purchase shares of Company Common Stock or other equity awards with respect to Company Common Stock or (ii) other securities of the Company, that in each case, have not been issued in compliance or granted as of the date of this Agreement, together with all applicable federal the number of such options, other equity awards or other securities and state securities lawsany promised terms thereof.

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 The authorized Company Capital Stock consists solely of 20,000,000 shares of Company Common Stock, 4,511,690 shares of which 19,900,000 are issued and outstanding as of the date of this Agreementoutstanding, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares there are designated Company Class A Preferred Stock, one of which is no other issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Capital Stock and no commitments or Contracts to issue any shares of Company Class A Preferred Capital Stock other than pursuant to the exercise of Company Warrants that are outstanding and have been duly authorized made available to Acquirer. The Company does not hold any treasury shares. Schedule 2.2(a) of the Company Disclosure Letter sets forth a true, correct and validly complete list of the Company Stockholders and the number and type of such shares so owned by such Company Stockholder, and any beneficial holders thereof, if applicable. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and to the Company’s knowledge are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation)Encumbrances, and are not subject to free of any outstanding subscriptions, preemptive rights or “put” or “call” rights of first refusal created by statute, the certificate Certificate of incorporation or bylaws of Incorporation, the Company Bylaws or any agreement Contract to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the or any of its assets are bound. The Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 has not ever declared or paid any dividends on any shares of Company Common Stock reserved Capital Stock. There is no Liability for issuance dividends accrued and unpaid by the Company. The Company is not under any obligation to register under the Securities Act or any other Applicable Law any shares of Company Option PlanCapital Stock or other Equity Interests of the Company. All issued and outstanding shares of Company Capital Stock were issued in compliance with Applicable Law and all requirements set forth in the Certificate of Incorporation, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (Bylaws and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character applicable Contracts to which the Company is a party or by which the Company or any of its assets are bound. (b) Schedule 2.2(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Warrantholders, including the number of shares and type of Company Capital Stock subject to each Company Warrant, the date of grant, the exercise or vesting schedule (and the terms of any acceleration thereof), the exercise price per share and the term of each Company Warrant. True, correct and complete copies of each Company Warrant have been made available to Acquirer, and such Company Warrants have not been amended or supplemented since being made available to Acquirer, and there are no Contracts providing for the amendment or supplement of such Company Warrants. The terms of the Company Warrants permit the treatment of Company Warrants as provided herein, with applicable notice to the Company Warrantholders, the Company Stockholders or otherwise with acceleration of the exercise schedule in effect for such Company Warrants. (c) As of the Agreement Date, except for the exercise of the Company Warrants listed on Schedule 2.2(b) and the conversion of the Convertible Note, Schedule 2.2(c) of the Company Disclosure Letter sets forth the all amounts of additional shares of Company Common Stock to be issued after the Agreement Date but prior to Closing. The Company has not issued any Company Options. There are no authorized, issued or outstanding Equity Interests of the Company other than shares of Company Capital Stock and Company Warrants. Other than as set forth on Schedules 2.2(a), 2.2(b) and 2.2(c) of the Company Disclosure Letter, no Person has any Equity Interests of the Company, stock appreciation rights, stock units, share schemes, calls or rights, or is party to any Contract of any character to which the Company or a Company Securityholder is a party or by which it or its assets is bound bound, (i) obligating the Company or a Company Securityholder to issue, deliver, sell, repurchase or redeem redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares Equity Interests of the Company Capital Stock or other rights to purchase or otherwise acquire any Equity Interests of the Company, whether vested or unvested, or (ii) obligating the Company to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such optionCompany Option, warrantCompany Warrant, call, right or Contract. (d) No Company Debt (i) granting its holder the right to vote on any matters on which any Company Stockholder may vote (or that is convertible into, or exchangeable for, securities having such right, commitment ) or agreement. All shares (ii) the value of Company Common Stock issuable which is in any way based upon conversion or derived from capital or voting stock of the Company Class A Preferred Stock Company, is issued or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan outstanding. (and any stock option agreements issued thereunder), there e) There are no other contracts, commitments or agreements Contracts relating to voting, purchase purchase, sale or sale transfer of the Company's capital stock any Company Capital Stock (i) between or among the Company Company, on the one hand, and any Company Stockholder, on the other hand, other than written Contracts granting the Company the right to purchase unvested shares upon termination of its stockholders employment with or service to the Company, and (ii) to the knowledge of the Company or ACNCompany, between or among any of the Company's stockholdersCompany Securityholders. All No Contract of any character to which the Company is a party to or by which the Company or any of its assets are bound requires or otherwise provides for the acceleration of any benefits thereunder, in each case in connection with the Transactions or upon termination of employment or service with the Company or Acquirer, or any other event, whether before, upon or following the Effective Time or otherwise. (f) As of the Closing, (i) the number of shares of Company Capital Stock set forth in the Spreadsheet as being owned by a Person, or subject to Company Warrants owned by such Person, will constitute the entire interest of such Person in the issued and outstanding Company Capital Stock or any other Equity Interests of the Company, (ii) no Person not disclosed in the Spreadsheet will have a right to acquire from the Company any shares of Company Capital Stock, Company Options, Company Warrants or any other Equity Interests of the Company and (iii) to the knowledge of the Company, the shares of Company Capital Stock and/or Company Warrants disclosed in the Spreadsheet will be free and clear of any Encumbrances, except for Permitted Encumbrances or Encumbrances that will be removed at Closing. (g) Schedule 2.2(g) of the Company Disclosure Letter identifies each employee of the Company or any other Person with an offer letter or other Contract or Company Employee Plan that contemplates a grant of, or right to purchase or receive: (i) warrants to purchase shares of Company Common Stock and or other equity awards with respect to Company Class A Preferred Capital Stock and or (ii) other Equity Interests of the Company Options were that, in each case, have not been issued or granted, together with the number of such options, other equity awards or other securities and any promised terms thereof. (h) The Company has not and will not incur any unsatisfied Liability or obligation to withhold Taxes under Section 409A of the Code with respect to the issuance of any Equity Interests in compliance with all applicable federal and state securities lawsthe Company prior to the Agreement Date.

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 250,000,000 shares of Company Common Stock and 100,000,000 shares of Preferred Stock, of which 19,900,000 are issued and outstanding as par value $.01 per share. As of the date close of this Agreementbusiness on June 25, and (b) 2,000,000 shares of Company Preferred Stock2007, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is there were issued and outstanding 47,541,916 shares of Common Stock, (ii) no shares of Preferred Stock were outstanding, (iii) 2,500,000 shares of Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Preferred Stock Purchase Rights, associated with each outstanding share of Common Stock, which are governed by the terms of the Rights Agreement dated as of May 1, 2000 between the date of this Agreement, Company and which, as of EquiServe Trust Company N.A. (the date of this Agreement, is convertible into 80,100,000 shares of Company Common “Rights Plan”) and which under certain circumstances give the holder thereof the right to purchase Series A Junior Participating Preferred Stock, and (iiiv) options, issued pursuant to the Company Stock Plans, to purchase an aggregate of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none 5,143,138 shares of which are outstanding Common Stock and 628,657 restricted stock units as set forth in Section 3.2 of the date hereofDisclosure Schedule and exercisable at the prices specified therein. All of the outstanding shares of Company Common Stock and Company Class A Preferred Stock have been are duly authorized and are validly issued and are outstanding, fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate Company’s articles of incorporation or bylaws or any contract to which the Company is or was a party or otherwise bound. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities having the right to vote) with the stockholders of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Timesuch Subsidiary on any matter. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above as otherwise set forth in this Section 3.5 (including any rights under the Company Stockholders Agreement3.2, the Company Option has no outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights (either preemptive or other and including any “phantom stock rights”, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind) to subscribe for or to purchase or the value of which is based on, or any outstanding options or warrants for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or any of its Subsidiaries. The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (except for the withholding of shares of Common Stock in connection with Taxes payable in respect of the exercise of Options or the conversion of Restricted Stock Units). Since June 25, 2007, except as permitted by this Agreement or as required by the Company Employee Stock Purchase Plan, the Company has not (i) issued any shares of capital stock except in connection with the conversion or exercise of securities referred to above or in connection with the Company’s Employee Stock Purchase Plan or the Company Rights Agreement(ii) and the Company Class A Preferred Stock, there are no issued or granted any options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party securities convertible into or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any exercisable for shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's its capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All other than Preferred Stock Purchase Rights associated with shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawsStock).

Capital Structure. (a) The authorized capital stock of the Company consists of (a) 200,000,000 1,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as . (b) As of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, hereof: (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 1,000 shares of Company Common Stock, Stock were issued and outstanding; and (ii) no shares of which 50,000 Company Common Stock are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as held in the treasury of the date hereofCompany. Except as described above, there are no shares of voting or non-voting capital stock, equity interests or other securities of the Company authorized, issued, reserved for issuance or otherwise outstanding. (c) All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than non-assessable, and not subject to, or issued in violation of, any kind of preemptive, subscription or any kind of similar rights. (d) There are no bonds, debentures, notes or other indebtedness of the Company Stockholders Agreement, having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of the Company Rights Agreement and the Company Option Plan may vote. Except as described in subsection (and any stock option agreements issued thereunder)b) above, there are no other contractsoutstanding securities, commitments options, warrants, calls, rights, commitments, agreements, arrangements or agreements relating undertakings of any kind (contingent or otherwise) to votingwhich the Company is a party or bound obligating the Company to issue, purchase deliver or sale sell, or cause to be issued, delivered or sold, additional shares of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge other voting securities of the Company or ACNobligating the Company to issue, between grant, extend or among enter into any agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Neither the Company nor any Subsidiary of the Company's stockholders. Company is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person (as defined in Section 13(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")). (e) All of the issued and outstanding shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance in all material respects with all applicable federal and state securities laws. (f) There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock (or options to acquire any such shares) or other security or equity interest of the Company. Except as described in this Section 2.3, there are no stock-appreciation rights, security-based performance units, phantom stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments, including but not limited to royalty payments to be made pursuant to any license or other agreement made by the Company in the ordinary course of business) or commissions to sales representatives of the Company or any of its Subsidiaries based upon revenues generated by them without augmentation as a result of the Merger or other transactions contemplated hereby) or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company or any of its Subsidiaries. (g) There are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries or, to the knowledge of the Company, any of the stockholders of the Company, is a party or by which any of them is bound with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock or other security or equity interest of the Company or any of its Subsidiaries.

Capital Structure. The authorized capital stock of the Company consists of (ai) 200,000,000 14,000,000 shares of Company Common Stock, of which 19,900,000 which, as of April 26, 2000, 6,099,135 shares are issued and outstanding as of the date of this Agreementoutstanding, and (bii) 2,000,000 1,000,000 shares of Company Preferred Stock, (i) par value $.01 per share, none of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares are issued and outstanding. No other capital stock of Company Common Stock, is authorized or issued and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as outstanding. All of the date hereof. All issued and outstanding shares of capital stock of Company Common Stock and Company Class A Preferred Stock its Subsidiaries have been duly authorized and validly issued and issued, are fully paid and non-assessable nonassessable and free were not granted in violation of any liens statutory or encumbrances other than any liens or encumbrances created by or imposed upon contractual preemptive rights. The Company Disclosure Schedule shows the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate number of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for future issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreementstock options granted and outstanding as of March 31, 2000, the plans under which such options were granted and award agreements pursuant to which "non-plan" options were granted (collectively, the "STOCK PLANS"), and the Company Options (and any stock option agreements issued Persons to whom such options were granted. Except as set forth in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred StockDisclosure Schedule, there are no outstanding subscriptions, options, warrants, calls, rights, calls or other agreements or commitments or agreements of any character pursuant to which the Company or its Subsidiaries is a party or by which it is bound obligating the Company may become obligated to issue, deliver, sell, repurchase transfer or otherwise dispose of, or purchase, redeem or cause to be issued, delivered, sold, repurchased or redeemedotherwise acquire, any shares of capital stock of, or other equity interests in, Company Capital Stock or its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such optionsubscription, option , warrant, callcall or other agreement or commitment, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no outstanding securities convertible into or exchangeable for any such capital stock or other contractsequity interests. Company owns, commitments directly or agreements relating to votingindirectly, purchase or sale all of the Company's issued and outstanding shares of capital stock (i) between of every class of its Subsidiaries, free and clear of all liens, security interests, pledges, charges and other encumbrances. Except for its ownership of 100% of the capital stock of Sunrise Publications, Inc., Company has no direct or among the indirect equity ownership interest in any corporation, limited liability company, partnership, joint venture or other business association. Neither Company and nor any of its stockholders and (ii) Subsidiaries is a party to the knowledge any voting trust, proxy or other voting agreement or understanding with respect to any shares of the Company or ACN, between or among any capital stock of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities laws.

Capital Structure. (a) The authorized capital stock of the Company SOR consists of (a) 200,000,000 1,010,000,000 shares of Company Common Stockcapital stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 1,000,000,000 shares are designated Company Class A Preferred Stock, one as common stock with par value of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company $0.01 per share (“SOR Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation”), and 10,000,000 shares are not subject to preemptive rights or rights designated as preferred stock with a par value of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement$0.01 per share (“SOR Preferred Stock”). As of the date of this Agreement, there are 10,000,000 (i) 65,847,283 shares of Company SOR Common Stock were issued and outstanding, (ii) no shares of SOR Preferred Stock were issued and outstanding, and (iii) no shares of SOR Common Stock were reserved for issuance under upon redemption of partnership interests of the Company Option PlanSOR Operating Partnership. All of the outstanding shares of capital stock of SOR are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with applicable securities Laws. There is no other outstanding capital stock of which 5,251,000 are subject to outstanding Company Options, none SOR. (b) As of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to date of this Agreement, all of the partnership interests of the SOR Operating Partnership are held by SOR or a Wholly Owned SOR Subsidiary, free and clear of all Liens other than Permitted Liens and free of preemptive rights. All of the Company Options (partnership interests of the SOR Operating Partnership are duly authorized and any stock option agreements validly issued and were issued in connection therewithcompliance with applicable securities Laws. (c) and other rights disclosed above in this Section 3.5 (including any rights under All of the Company Stockholders Agreement, outstanding shares of capital stock of each of the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company SOR Subsidiaries that is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, corporation are duly authorized, validly issued, fully paid and nonassessable. Other All equity interests in each of the SOR Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the SOR Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth on Section 5.1(c) of the SOR Disclosure Letter, SOR or the SOR Operating Partnership owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the SOR Subsidiaries, free and clear of all Liens other than Permitted Liens and free of preemptive rights. (d) Except as set forth in Section 5.4(d) of the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder)SOR Disclosure Letter, there are no bonds, debentures, notes or other contracts, commitments Indebtedness having general voting rights (or agreements relating to voting, purchase convertible into securities having such rights) of SOR or sale any SOR Subsidiary issued and outstanding (“SOR Voting Debt”). Except as set forth in Section 5.4(d) of the Company's capital SOR Disclosure Letter, there are no outstanding subscriptions, securities options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities, preemptive rights, anti-dilutive rights, rights of first refusal or other similar rights, agreements, arrangements, undertakings or commitments of any kind to which SOR or any of the SOR Subsidiaries is a party or by which any of them is bound obligating SOR or any of the SOR Subsidiaries to (i) between issue, transfer or among sell or create, or cause to be issued, transferred or sold or created any additional shares of capital stock or other equity interests or phantom stock or other contractual rights the Company value of which is determined in whole or in part by the value of any equity security of SOR or any SOR Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such subscriptions, options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities or other similar rights, agreements, arrangements, undertakings or commitments or (iii) except as provided under the SOR SRP, redeem, repurchase or otherwise acquire any such shares of capital stock, SOR Voting Debt or other equity interests. (e) Neither SOR nor any SOR Subsidiary is a party to or bound by any Contracts concerning the voting (including voting trusts and proxies) of any capital stock of SOR or any of the SOR Subsidiaries. Neither SOR nor any SOR Subsidiary has granted any registration rights on any of its stockholders capital stock other than as set forth in Section 5.4(e) of the SOR Disclosure Letter. No SOR Common Stock is owned by any SOR Subsidiary. (f) All dividends or other distributions on the shares of SOR Common Stock or partnership interests of the SOR Operating Partnership and (ii) any material dividends or other distributions on any securities of any SOR Subsidiary which have been authorized or declared prior to the knowledge of date hereof have been paid in full (except to the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock extent such dividends have been publicly announced and Company Class A Preferred Stock are not yet due and the Company Options were issued in compliance with all applicable federal and state securities lawspayable).

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof, and as of the Effective Time, of 100,000,000 shares of common stock, $.001 par value per share (“Company Common Stock”). Other than the Company Common Stock, no other class or series of capital stock is authorized by the Company. The rights, privileges and preferences of the Company Common Stock are as stated in the Company’s Articles of Incorporation, as amended to date. As of the date hereof, (i) 7,221,598 shares of Company Common Stock are issued and outstanding, (ii) no shares of Company Common Stock are held by the Company in its treasury, and (iii) 4,780,750 shares of Company Common Stock are reserved for issuance upon exercise of the Stock Options (as hereinafter defined). All issued and outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation)are, and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 all shares of Company Common Stock reserved for issuance under which may be issued upon the exercise of Stock Options will be, duly authorized, validly issued, fully paid and nonassessable, and were not issued in violation of any preemptive rights and, as to all shares of Company Option PlanCommon Stock which may be issued upon the exercise of Stock Options, of which 5,251,000 are not subject to outstanding Company Options, none any preemptive rights. To the Knowledge of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred StockCompany, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any shares of capital stock of the Company, other than the Voting Agreements. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into or exchangeable for other securities having the right to vote) on any matters on which the shareholders of the Company may vote. Except as set forth above, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, commitments commitments, agreements, arrangements or agreements undertakings of any character kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver, deliver or sell, repurchase or redeem or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other voting securities of the Company Capital Stock or obligating the Company to issue, grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such security, option, warrant, call, right, commitment commitment, agreement, arrangement or agreementundertaking. All shares of Company Common Stock issuable upon conversion There are no outstanding contractual obligations of the Company Class A Preferred Stock to repurchase, redeem or upon exercise otherwise acquire any shares of the Company Options described in this Section 3.5 will be, when issued pursuant capital stock (or options to the respective terms of acquire any such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale shares) of the Company's capital stock . The Company is not a party to any agreement, arrangement or commitment of any character (icontingent or otherwise) between pursuant to which any Person is or among may be entitled to receive any payment based on the Company and any of its stockholders and (ii) to the knowledge revenues, earnings or financial performance of the Company or ACNassets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby), between or among to cause the Company to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or which otherwise relate to the registration of any securities of the Company's stockholders. All shares of outstanding There are no declared or accrued dividends on the Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawsStock.

Capital Structure. (i) The authorized capital stock of the Company consists of (a) 200,000,000 2,000,000,000 shares of Company Common Stock, Stock of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 1,669,861,379 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which Stock are outstanding as of the date hereof. Upon the Plan Effective Date and in accordance with the Plan of Reorganization, the authorized capital stock of the Reorganized Company will consist of such number of shares of Common Stock sufficient to effect the EFH Issuance, of which the only outstanding shares will be the shares of Common Stock issued in the EFH Issuance. All of the outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and are validly issued and are issued, fully paid and non-assessable and free assessable. Upon the issuance of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under in connection with the Company Option PlanEFH Issuance, such shares of which 5,251,000 are subject to outstanding Company Options, none of which are or Common Stock will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessablenon-assessable. Other As of the date hereof, other than up to 34,864,474 shares of Common Stock issuable pursuant to the terms of outstanding awards under the 2007 Stock Incentive Plan for Key Employees of Energy Future Holdings Corp. and its Affiliates (the “Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunderStock Plan”), there are no options to purchase shares of Common Stock issued and outstanding. Upon the Plan Effective Date and in accordance with the Plan of Reorganization, there will be no options to purchase shares of Common Stock issued and outstanding. Except as provided in the Plan of Reorganization, upon the issuance of shares of Common Stock in connection with the EFH Issuance, there will be no preemptive or other contractsoutstanding rights, options, warrants, conversion rights, stock appreciation rights, performance units, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ rights, agreements, arrangements, calls, commitments or agreements relating rights of any kind that obligate the Reorganized Company to votingissue or sell any shares of capital stock or other equity securities of the Reorganized Company or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of the Reorganized Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. At the time of issuance of shares of Common Stock in connection with the EFH Issuance, all shares of Common Stock issued pursuant to the Plan of Reorganization will be issued in compliance with the registration requirements under, or an applicable exemption from, the Securities Act, and any applicable “blue sky” laws or will otherwise be exempt from such registration requirements pursuant to Section 1145 of the Bankruptcy Code. (ii) As of the date hereof, the Company holds all of the outstanding limited liability company interests in EFIH. All of the outstanding limited liability company interests in EFIH have been duly authorized and are validly issued, fully paid and non-assessable (except to the extent that such non-assessability is limited by the MGCL or the DGCL, as the case may be). Upon the Plan Effective Date, the outstanding limited liability company interests held by the Company as of the date hereof shall constitute all of the outstanding limited liability company interests in Reorganized EFIH, and such limited liability company interests are duly authorized, validly issued, fully paid and non-assessable (except to the extent such non-assessability is limited by the MGCL or the DGCL, as the case may be). As of the date hereof and upon consummation of the First Closing, there are and will be no options to purchase any limited liability company interests in EFIH. As of the Plan Effective Date, there will be no preemptive or sale other outstanding rights, options, warrants, conversion rights, appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate EFIH to issue or sell any limited liability company interests or other equity securities of EFIH or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of EFIH, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (iii) None of the Subsidiaries of the Company own any shares of Common Stock or any limited liability company interests in EFIH. Section 5.1(b)(iii) of the Company Disclosure Letter sets forth a list, as of the date hereof, of the Company's ’s Subsidiaries other than EFIH (the “Other Subsidiaries”) and the Company’s direct or indirect equity interests therein. Each of the outstanding shares of capital stock (i) between or among other equity securities of each of the Other Subsidiaries held by the Company or one of its Subsidiaries is duly authorized, validly issued, fully paid and non-assessable (except to the extent that such non-assessability is limited by the MGCL or the DGCL, as the case may be). Except as set forth in Section 5.1(b)(iii) of the Company Disclosure Letter, all of the outstanding shares of capital stock or other equity interests in each Other Subsidiary is owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”), other than Liens granted pursuant to the EFIH First Lien DIP and restrictions on transfer arising under applicable securities laws. There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its stockholders Subsidiaries to issue or sell any shares of capital stock or other equity securities of any Other Subsidiary or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of any Other Subsidiary, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (iiiv) Neither the Company nor any of its Subsidiaries has entered into any commitment, arrangement or agreement, or are otherwise obligated, to contribute capital, loan money or otherwise provide funds or make additional investments in any other Person, other than any such commitment, arrangement or agreement listed in Section 5.1(b)(iv) of the knowledge Company Disclosure Letter that was made or entered into in the ordinary course of business consistent with past practice, with respect to, direct or indirect, wholly owned Subsidiaries of the Company or ACNpursuant to a Contract (as defined below) binding on the Company or any of its Subsidiaries made available to Parent. For purposes of this Agreement, between a “wholly owned Subsidiary” of any Person shall include any Subsidiary of such Person of which all of the shares of capital stock or among other equity interests are owned by such Person or one or more wholly owned Subsidiaries of such Person, as applicable. (v) There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or by which any of the Company's stockholders. All shares foregoing is bound relating to the voting or registration of outstanding Company Common Stock and Company Class A Preferred Stock and any equity securities of the Company Options were or any of its Subsidiaries. (vi) Except with respect to the right to vote on a plan of reorganization of the Debtors under the Bankruptcy Code in connection with the Chapter 11 Cases, no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote on any matters on which equity holders may vote, are issued in compliance with all applicable federal and state securities lawsor outstanding.

Capital Structure. The Company is authorized capital stock to issue a maximum of the Company consists 55,000,000 Shares with par value of (a) 200,000,000 shares of Company Common StockUS$0.0001 per Share, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock33,736,313 Shares are issued and outstanding, and (ii) of which 50,000 33,334 shares are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as restricted shares issued under the 2010 Equity Incentive Plan. All of the date hereof. All issued and outstanding shares of Company Common Stock and Company Class A Preferred Stock Shares have been duly authorized and are validly issued issued, fully paid and non-assessable. Each of the outstanding shares of share capital or other securities of each of the Company’s directly or indirectly wholly owned Subsidiaries, which are set forth in Exhibit 8.1 to the Company’s Annual Report on Form 20-F filed with the SEC on March 27, 2013 (“Wholly Owned Subsidiaries”), has been duly authorized, and validly issued, and is fully paid and non-assessable (to the extent such concept is applicable in the relevant jurisdiction) and owned by the Company or by a Wholly Owned Subsidiary, free and clear of any liens lien, charge, pledge, security interest, mortgage, claim or encumbrances other encumbrance (each, a “Lien” and collectively, “Liens”). The Company has no Subsidiaries other than any liens the Wholly Owned Subsidiaries. Except as set forth in this Section 4.2, there are no preemptive or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreementother outstanding rights, the Company Rights Agreement and the Company's certificate of incorporation)options, and are not subject to preemptive rights warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of first refusal created by statute, any kind that obligate the certificate Company or any of incorporation its Subsidiaries to issue or bylaws sell any shares of share capital or other securities of the Company or any agreement of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to which the Company is a party subscribe for or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemedacquire, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge securities of the Company or ACN, between or among any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have any outstanding bonds, debentures, notes or other obligations the Company's stockholders. All shares holders of outstanding Company Common Stock and Company Class A Preferred Stock and which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company Options were issued in compliance with all applicable federal and state securities lawson any matter. The Company is not party to a shareholder rights agreement, “poison pill” or similar agreement or plan.

Capital Structure. The authorized capital stock of the Company consists of (a) 200,000,000 shares of Company Common Stock, of which 19,900,000 are issued Its authorized share capital and outstanding common shares as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (iset forth in Section 3.2(a) of which 50,000 its Disclosure Letter, including any shares are designated Company Class A Preferred Stock, one reserved for issuance upon the exercise or payments of which is issued outstanding warrants and outstanding as share options or other equity-related securities or awards (such share option and other equity-related award plans, agreements and programs, collectively, in the case of Parent, the “Parent Share Plans” and, in the case of the date of this AgreementCompany, and whichthe “Company Share Plans”), as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (iiare described in Section 3.2(a) of which 50,000 its Disclosure Letter. None of its common shares, options or warrants are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereofheld by it or by its Subsidiaries. All of its outstanding common shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights and were issued in compliance in all material respects with all applicable securities Laws. With regard to the Company, Section 3.2(a) of its Disclosure Letter sets forth a true and complete list of all warrants, options, restricted stock, restricted stock units or rights other equity-related securities or awards outstanding as of first refusal created by statute, the certificate of incorporation or bylaws date set forth in Section 3.2(a) of the Company Disclosure Letter, the name of each holder thereof and the number of Company Common Shares for which any such warrant, option, restricted stock, restricted stock unit or other equity-related security or award is exercisable for as of the date of this Agreement (without regard to any agreement to which the Company is a party vesting or by which it is boundother limitations with respect thereof), and, where applicable for warrants, options, restricted stock, restricted stock units or other than the Company Stockholders Agreement equity-related securities, exercise prices, dates of grant, vesting schedules, expiration dates, performance periods, performance targets, and the Company Rights Share Plan (in the case of the Company), if any, under which such awards were granted. From the date set forth in Section 3.2(a) of its Disclosure Letter through the date of this Agreement. As , the Company has not issued any warrants, options, restricted stock, restricted stock units or other equity-related securities or award. (b) Section 3.2(b) of its Disclosure Letter sets forth, as of the date of this Agreement, there a true and complete list of (i) its Subsidiaries (including such Subsidiaries’ jurisdiction of incorporation or organization, the amount of its authorized share capital and the record owners of its outstanding share capital), and (ii) each other Person (other than its Subsidiaries) in which it has, or under an agreement has the right to acquire at any time by any means, directly or indirectly, an equity interest other than Investment Assets in the ordinary course of business. It or one of its wholly owned Subsidiaries owns all of the issued and outstanding shares in the share capital of its Subsidiaries, beneficially and of record, and all such shares are 10,000,000 shares fully paid and nonassessable, are not subject to preemptive rights and are free and clear of Company Common Stock reserved any claim, lien or encumbrance. Other than as a result of ownership of its Investment Assets, it does not own or have the right to acquire, directly or indirectly, any share capital or other voting securities of, or ownership interests in, any Person. (c) No bonds, debentures, notes or other indebtedness having the right to vote (or which are exercisable or exchangeable for issuance or convertible or redeemable into securities having the right to vote) on any matters on which shareholders may vote (“Voting Debt”) of it or any of its Subsidiaries are issued or outstanding. (d) Except for warrants, options, restricted stock, restricted stock units or other equity-related securities or awards issued or to be issued under the Company Option Plan, Parent Share Plans (in the case of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewithParent) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and Share Plans (in the Company Class A Preferred Stockcase of the Company), there are no options, warrants, calls, convertible, redeemable, exercisable or exchangeable securities, rights, commitments or agreements of any character to which the Company it or any of its Subsidiaries is a party or by which it or any such Subsidiary is bound (i) obligating the Company it or any of its Subsidiaries to issue, deliver, deliver or sell, repurchase or redeem or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any additional shares of Company Capital Stock the share capital or any Voting Debt or other equity rights of it or any of its Subsidiaries, (ii) obligating the Company it or any of its Subsidiaries to grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, convertible, redeemable, exercisable or exchangeable security, right, commitment or agreementagreement or (iii) that provide the economic or voting equivalent of an equity ownership interest in it or any of its Subsidiaries. (e) None of it or any of its Subsidiaries is a party to any agreement relating to disposition, voting or dividends with respect to any equity securities of it or any of its Subsidiaries. All shares of Company Common Stock issuable upon conversion To its Knowledge, as of the Company Class A Preferred Stock or upon exercise date of this Agreement, other than (i) in the case of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders AgreementCompany, the Company Rights Agreement Shareholder Voting Agreements and the Company Option Plan provisions of its (and any stock option agreements issued thereunder)its Subsidiaries’) memorandum of association and bye-laws or equivalent organizational documents, and (ii) in the case of Parent, the Parent Shareholder Voting Agreements and the provisions of its (and its Subsidiaries’) articles of incorporation and by-laws or equivalent organizational documents, there are no voting trusts, proxies or other contractsagreements or understandings with respect to the voting of its share capital or the share capital of any of its Subsidiaries. There are no outstanding contractual obligations of it or any of its Subsidiaries to repurchase, commitments redeem or agreements relating otherwise acquire any shares in the share capital of it or any of its Subsidiaries. (f) Since January 1, 2012, through the date of this Agreement, it has not declared or announced an intention to votingdeclare, purchase set aside, made or sale paid to its shareholders dividends or other distributions on the outstanding shares in its share capital. (g) It has not waived any voting cut-back, transfer restrictions or similar provisions of its or its Subsidiaries’ bye-laws with respect to any of its or their shareholders. (h) Parent and the Merger Sub represent and warrant to the Company that Parent owns all outstanding share capital and any other debt or equity securities of the Merger Sub and no Person has any right to acquire any such share capital or debt or equity securities. (i) In the case of the Company's capital stock (i) between , as of the Effective Time, no former holder of Company Common Shares shall have a right to appoint a director or among observer or other similar rights with respect to the Company and board of directors of Parent or any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities lawsSubsidiaries.