Common use of Capital Structure Clause in Contracts

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 shares of Parent Stock, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this Agreement (a) 312,730 shares of Parent Stock are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 500,000,000 shares of Parent Stock, Common Stock and 10,000,000 shares of preferred stock, $0.001 par value $0.001 per share(“Parent Preferred Stock”). As of the date of this Agreement Agreement, (aA) 312,730 25,500,000 shares of Parent Common Stock are issued and outstanding; , and (bB) no shares of preferred stock Company Preferred Stock are outstanding issued and (c) no outstanding. Since the date of this Agreement, the Parent has not issued any shares of Parent Common Stock or preferred stock are held by the Parent in its treasuryPreferred Stock. Except as set forth above, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, are 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise boundright. There are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“ “Voting Parent Debt”). There are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there There are not any no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of Parent. The Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. At the Initial Closing, Parent shall deliver to the Company a certified stockholder list generated by its stock transfer agent which shall accurately reflect all of the issued and outstanding shares of the Parent’s Common Stock.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 120,000,000 shares of Parent Common Stock, par value $0.001 per share (“Parent Common Stock”), and 10,000,000 30,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this Agreement hereof (ai) 312,730 28,965,000 shares of Parent Common Stock are issued and outstanding; , (bii) no shares of preferred stock are outstanding and (ciii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth abovein the Parent Disclosure Letter, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of DelawareNevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“ “Voting Parent Debt”). There Except as set forth in the Parent Disclosure Letter, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. Except as set forth in the Parent Disclosure Letter, the Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent’s Common Stock.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 Two Hundred Million (200,000,000) shares of Parent Stockcommon stock, par value $0.0001 per share, and 10,000,000 Fifty Million (50,000,000) shares of preferred stock, par value $0.001 0.0001 per share. As , of the date of this Agreement which (ai) 312,730 12,269,144 shares of Parent Stock are issued and outstanding; outstanding (bafter giving effect to the Forward Split but before giving effect to the issuances to be made at Closing and certain cancellations or outstanding Parent Stock), (ii) no shares of preferred stock are outstanding outstanding, and (ciii) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no No other shares of capital stock or other voting securities of the Parent are were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law of the State of DelawareNevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ “Voting Parent Debt”). There Except in connection with the Transactions, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. (a) The authorized capital stock of the Parent consists of 100,000,000 shares (i) 500,000,000 Parent Shares, of which 122,542,410 Parent StockShares were issued and outstanding as of the close of business on September 30, 2020, of which 3,934,916 are subject to forfeiture conditions, and 10,000,000 shares of (ii) 25,000,000 preferred stockshares, par value $0.001 per share, of which none are issued and outstanding as of the date hereof. All of the outstanding Parent Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of September 30, 2020, other than (i) 3,735,550 Parent Shares reserved for future issuance under the date of this Agreement 2019 Stock Option and Incentive Plan (a) 312,730 shares of as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Parent Stock are issued and outstanding; Plan”), (bii) no shares of preferred stock are outstanding 9,973 Parent Shares reserved for future issuance under the 2019 Inducement Equity Plan, (iii) 3,123,169 Parent Shares reserved for future issuance under the 2019 Parent Employee Stock Purchase Plan and (civ) 7,986,544 Parent Shares subject to outstanding options to purchase Parent Shares, Parent has no shares of Parent Stock or preferred stock are held by the Parent in its treasuryShares reserved for issuance. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, restricted share units, performance units, phantom stock rights, profit participation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights, obligations or contracts of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other voting securities of Parent 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 Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Parent Shares in accordance with the terms of the Parent are issuedStock Plan, reserved for issuance or outstanding. All outstanding shares of the capital stock of the such Parent are, and all such shares that may be issued prior to the date hereof Shares will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation free and clear of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Liens. Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of the Parent having which have the right to vote (or which are convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the stockholders of Parent on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”)matter. There are not any optionsFrom September 30, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind 2020 to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any no Parent Shares have been issued, other than in connection with the vesting, settlement or exercise of equity awards that were issued and outstanding contractual obligations as of September 30, 2020 under the Parent Stock Plan. (b) Section 6.2(b) of the Parent to repurchaseDisclosure Letter sets forth, redeem as of the date of the information set forth therein, (i) each of Parent’s Subsidiaries and the ownership interest of Parent in each such Subsidiary and (ii) Parent’s capital stock, equity interest or otherwise acquire other direct or indirect ownership interest in any shares other Person, other than equity securities in a publicly traded company (A) held for investment by Parent or any of its Subsidiaries and (B) consisting of less than one percent (1%) of the outstanding capital stock of the Parentsuch company.

Capital Structure. The As of the Closing Date the authorized capital stock of the Parent consists BBLU shall consist of 100,000,000 shares of Parent Common Stock, par value $.001 per share, and 10,000,000 25,000,000 shares of preferred stock, par value $0.001 .001 per share. As of the date of this Agreement August 20, 2013 (ai) 312,730 47,734,965 shares of Parent BBLU’s Common Stock are were issued and outstanding; , (bii) 1,236,402 shares of preferred stock were outstanding and convertible into 12,314,020 shares of Common Stock (ii) no shares of preferred stock are outstanding and (c) no shares of Parent BBLU’s Common Stock or preferred stock are held by the Parent BBLU in its treasury; and (iii) warrants to purchase an aggregate of 26,607,806 shares of Common Stock are issued and outstanding and additional warrants are reserved for issuance upon the payment of dividends on the Preferred Stock. Except as set forth above, no shares of capital stock or other voting securities of the Parent are BBLU were issued, reserved for issuance or outstandingoutstanding on the Closing Date. All outstanding shares of the capital stock of the Parent BBLU are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law Nevada Revised Statutes, BBLU’s Articles of the State of DelawareIncorporation, the Parent Charter, the Parent Bylaws BBLU’s By-laws or any Contract to which the Parent BBLU or Buyer is a party or otherwise bound. There are not any bonds, debentures, notes or no other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent BBLU or Buyer is a party or by which it any of them is bound (ai) obligating the Parent BBLU or Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent DebtBuyer, (bii) obligating the Parent BBLU or Buyer to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the ParentBBLU. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent BBLU to repurchase, redeem or otherwise acquire any shares of capital stock of BBLU. BBLU is not a party to any agreement granting any security holder of BBLU the Parentright to cause the Buyer to register shares of the capital stock or other securities of BBLU held by such security holder under the Securities Act, other than the pending registration statement. The BBLU Shares to be issued pursuant to this Agreement as well as under the BBLU 2009 Equity Incentive Plan will, when issued, be duly authorized, validly issued, fully paid and non-assessable.

Capital Structure. The authorized shares of capital stock of Parent and the Parent consists of 100,000,000 outstanding shares of such capital stock and the outstanding awards to purchase Parent Common Stock, and 10,000,000 shares as of preferred stockthe date of this Agreement, par value $0.001 per share. are as provided in Section 3.2(c) of the Disclosure Letter. (i) As of the date of this Agreement Agreement, except as disclosed in Section 3.2(c) of the Parent Disclosure Letter, there are no issued and outstanding or reserved for issuance: (aA) 312,730 shares or other equity securities of Parent; (B) restricted shares of Parent Common Stock are issued and outstanding; or performance stock awards relating to the equity interests of Parent; (bC) no shares of preferred stock are outstanding and (c) no shares securities of Parent Stock or preferred stock are held by the any Parent in its treasury. Except as set forth above, no shares of capital Subsidiary convertible into or exchangeable for stock or other voting equity securities of the Parent are or any Parent Subsidiary; and (D) Convertible Rights to which Parent or any Parent Subsidiary is a party or by which it is bound in any case obligating Parent or any Parent Subsidiary to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, reserved for issuance delivered, sold, purchased, redeemed or outstanding. acquired, stock or other equity securities of Parent or of any Parent Subsidiary, or obligating Parent or any Parent Subsidiary to grant, extend or enter into any such subscription, option, warrant, conversion right, stock appreciation right, call, right, commitment, arrangement or agreement. (ii) All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to the date hereof will be when issuedwhich they are issuable, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of of, any preemptive right, purchase option, call option, right of first refusal, preemptive right, subscription right or any other similar right under any provision right. (iii) All dividends or distributions on securities of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract material dividends or distributions on any securities of any Parent Subsidiary (other than any wholly owned Parent Subsidiaries) that have been declared or authorized prior to which the Parent is a party date of this Agreement have been paid in full, other than accrued dividends on outstanding preferred stock of Parent. (iv) Except for this Agreement or otherwise bound. There are not any bonds, debentures, notes or other indebtedness as disclosed in Section 3.2(c) of the Parent having Disclosure Letter, there are not any: (A) shareholder agreements, voting trusts, proxies or other agreements or understandings relating to the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on voting of any matters on which holders shares of Parent Stock may vote (“ Voting Parent Debt”). There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent or any Parent Subsidiary is a party or by which it is bound or (aB) obligating agreements or understandings relating to the Parent to issue, deliver sale or sell, or cause to be issued, delivered or sold, additional transfer (including agreements imposing transfer restrictions) of any 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 Parent or any Voting Parent Debt, Subsidiary is a party or by which it is bound. (bv) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (cExcept as disclosed in Section 3.2(c) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent Disclosure Letter, no holder of securities in Parent or any Parent Subsidiary has any right to repurchasehave the offering or sale of such securities registered by Parent or any Parent Subsidiary, redeem or otherwise acquire any shares of capital stock of as the Parentcase may be.

Capital Structure. The As of the Closing Date the authorized capital stock of the Parent consists BBLU shall consist of 100,000,000 shares of Parent Common Stock, par value $.001 per share, and 10,000,000 25,000,000 shares of preferred stock, par value $0.001 .001 per share. As of the date of this Agreement June 26, 2013 (ai) 312,730 25,795,857 shares of Parent BBLU’s Common Stock are were issued and outstanding; (b) no , and the number of options, warrants and shares of preferred stock Preferred Stock are outstanding and (cset forth on Schedule 5(d) no shares of Parent Stock or preferred stock are held by the Parent in its treasuryattached hereto. Except as set forth above, no shares of capital stock or other voting securities of the Parent are BBLU were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent BBLU are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law NRS, BBLU’s Articles of the State of DelawareIncorporation, the Parent Charter, the Parent Bylaws BBLU’s By-laws or any Contract to which the Parent BBLU or Buyer is a party or otherwise bound. There are not any bonds, debentures, notes or no other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent BBLU or Buyer is a party or by which it any of them is bound (ai) obligating the Parent BBLU or Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent DebtBuyer, (bii) obligating the Parent BBLU or Buyer to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the ParentBBLU. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent BBLU to repurchase, redeem or otherwise acquire any shares of capital stock of BBLU. BBLU is not a party to any agreement granting any security holder of BBLU the Parentright to cause the Buyer to register shares of the capital stock or other securities of BBLU held by such security holder under the Securities Act, other than the pending preferred share offering. The BBLU Shares to be issued pursuant to this Agreement as well as under the BBLU 2009 Equity Incentive Plan will, when issued, be duly authorized, validly issued, fully paid and non-assessable.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 shares of Parent Stock, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this Agreement (ai) 312,730 shares of Parent Stock are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the Parent. As of the date of this Agreement, there HPBC has authorized capital stock consisting solely of 486,000 shares of HPBC Stock, of which 470,876 shares are not any issued and outstanding contractual obligations as of the Parent date hereof. The Bank has authorized capital stock consisting solely of 540,000 shares of common stock, $5.00 par value per share (“Bank Stock”), all of which are issued and outstanding as of the date hereof. All of the issued and outstanding shares of HPBC Stock and Bank Stock are duly and validly issued, fully paid and non-assessable and were offered, issued and sold in compliance with all applicable federal and state securities laws. No Person has any right of rescission or claim for damages under federal or state securities laws with respect to repurchasethe issuance of any shares HPBC Stock or Bank Stock previously issued. None of the shares of HPBC Stock or Bank Stock has been issued in violation of any preemptive or other rights of its respective shareholders. All of the issued and outstanding shares of Bank Stock are owned by HPBC. (ii) HPBC does not have outstanding any options or other securities which are either by their terms or by contract convertible or exchangeable into capital stock of HPBC, redeem or any other securities or debt of HPBC, or any preemptive or similar rights to subscribe for or to purchase, or any options or warrants or agreements or understandings for the purchase or the issuance (contingent or otherwise) of, rights to acquire or vest in, or any calls, commitments or claims of any character relating to, its capital stock or securities convertible into its capital stock. HPBC is not subject to any obligation (contingent or otherwise) to issue, repurchase or otherwise acquire or retire, or to register, any shares of its capital stock. There are no outstanding or authorized phantom stock, stock appreciation, profit participation or similar rights with respect to any shares of HPBC Stock or Bank Stock. (iii) Except as disclosed in Section 3.2(c)(iii) of the Disclosure Memorandum and other than restrictions required by applicable federal and state securities laws, there is no agreement, arrangement or understanding to which HPBC is a party restricting or otherwise relating to the transfer of any shares of capital stock of HPBC. (iv) All shares of HPBC Stock or other capital stock, or any other securities or debt, of HPBC, which have been purchased or redeemed by HPBC have been purchased or redeemed in accordance with all applicable federal, state and local laws, rules, and regulations, including, without limitation, all federal and state securities laws, and no such purchase or redemption has resulted or will, with the Parentgiving of notice or lapse of time, or both, result in a default or acceleration of the maturity of, or otherwise modify, any agreement, note, mortgage, bond, security agreement, loan agreement or other contract or commitment of HPBC, which, singularly or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (v) Except as set forth in Section 3.2(c)(v) of the Disclosure Memorandum, no Person beneficially owns more than five percent (5%) of the issued and outstanding shares of HPBC Stock.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 shares of Parent Stock, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this Agreement (ai) 312,730 shares of Parent Stock are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock All limited liability interests in Safety are held by QB Holdings. (ii) There are no preemptive or similar rights on the Parent in its treasury. Except as set forth above, no shares part of capital stock or other voting any holder of any class of securities of the Parent are issued, reserved for issuance or outstandingSafety. All Safety does not have outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness obligations the holders of the Parent having which have the right to vote (or which are convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the sole member of Safety on any matters on which matter submitted to shareholders or a separate class of holders of Parent Stock may vote (“ Voting Parent Debt”)capital stock. There are not, as of the date hereof, and as of the Effective Time there will not be any options, warrants, restricted stock, restricted stock units, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractscontracts, arrangements or undertakings of any kind to which the Parent Safety or any of its Affiliates is a party or by which it Safety or any of its Affiliates is bound (ai) obligating the Parent Safety to issue, deliver deliver, sell or selltransfer or repurchase, redeem or otherwise acquire, or cause to be issued, delivered delivered, sold or soldtransferred or repurchased, additional shares of capital stock redeemed or other otherwise acquired, any equity interests ininterest in Safety, or any security convertible exchangeable or exercisable for or exchangeable convertible into any shares of the capital stock of of, or other equity interest in, the Parent or any Voting Parent Debtin Safety, (bii) obligating the Parent Safety to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking undertaking, (iii) obligating Safety pursuant to any right of first offer, right of first negotiation, right of first refusal, co-sale or similar provisions or (civ) that give giving any person Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring accruing to holders of the capital stock of the Parentof, or other equity interests in Safety. As of the date of this Agreementhereof, there are not any no outstanding contractual obligations of the Parent Safety to sell, repurchase, redeem or otherwise acquire or to register any shares of capital stock of, or other equity interests in, Safety. There are no proxies, voting trusts or other agreements or understandings to which Safety is a party or is bound with respect to the voting of the Parentcapital stock of, or other equity interests in, Safety.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 (i) 130,000,000 shares of Parent Stock, Class A Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare ("Parent Preferred Stock"). As of the date close of this Agreement business on September 22, 1997, there are (ai) 312,730 52,097,548 shares of Parent Class A Common Stock are and no shares of Parent Preferred Stock issued and outstanding; (bii) no shares of preferred stock are outstanding and (c) no 739,363 shares of Parent Class A Common Stock or preferred stock are held by in the treasury of Parent; and (iii) 8,441,164 shares of Parent in its treasuryClass A Common Stock reserved for issuance pursuant to the Employee Stock Plan, the 1993 Stock Plan for Non-Employee Directors, and the Amended and Restated 1993 Stock Plan (the "Parent Stock Plans"). Except as set forth above, no shares of capital stock or other voting equity securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that which may be issued prior pursuant to the date hereof this Agreement will be 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise boundrights. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of Parent Stock may vote (“ Voting Parent Debt”)vote. There Except as set forth above, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which it any of them is bound (a) obligating the Parent 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 interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Parent or any Voting of its subsidiaries or obligating Parent Debt, (b) obligating the Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person undertaking. Other than pursuant to the right to receive any economic benefit or right similar to or derived from Parent Stock Plans and the economic benefits and rights occurring to holders of the capital stock of the Parent. As of the date of this AgreementCitibank Equity Options Stock Buyback Program, there are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Parent 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 Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 100 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned by Parent, free and clear of any Lien.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 Two Hundred Million (200,000,000) shares of Parent Stock, and 10,000,000 shares of preferred common stock, par value $0.001 per share. As , of the date of this Agreement (a) 312,730 which 75,469,688 shares of Parent Stock are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no No other shares of capital stock or other voting securities of the Parent are were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 Nevada General Corporation Law of the State of DelawareLaw, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ “Voting Parent Debt”). There Except in connection with the Transactions, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 shares of Parent Stock, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this Agreement (a) 312,730 175,198 shares of Parent Stock are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ “Voting Parent Debt”). There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 Eight Hundred Million (800,000,000) shares of Parent Common Stock, and 10,000,000 Ten Million (10,000,000) shares of preferred stock, par value $0.001 per share. As , of the date of this Agreement which (ai) 312,730 2,326,557 shares of Parent Common Stock are issued and outstanding; outstanding (bii) no One Million Five Hundred Thousand (1,500,000) shares of preferred stock Preferred Stock are designated as Series A Convertible Preferred Stock, all of which are outstanding and which are convertible into an aggregate of One Hundred and Fifty Million (c150,000,000) shares of Parent Common Stock and (iii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth aboveParent also has stock purchase warrants for the purchase of 989,449 shares of Parent Common Stock, no 436,377 shares of Parent Common Stock reserved for issuance under existing stock incentive plans and stock options for the purchase of 237,554 shares of Parent Common Stock outstanding. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent, including the Parent Stock, are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law of the State of DelawareNRS, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ “Voting Parent Debt”). There Except as set forth in the Parent SEC Documents or the Parent Disclosure Schedule, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of Except as set forth in the date of this AgreementParent SEC Documents or the Parent Disclosure Schedule or as otherwise contemplated hereby, there are the Parent is not a party to any outstanding contractual obligations agreement granting any security holder of the Parent the right to repurchase, redeem or otherwise acquire any cause the Parent to register shares of the capital stock or other securities of the ParentParent held by such security holder under the Securities Act.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 One Hundred Fifty Million (150,000,000) shares of Parent Stock, and 10,000,000 shares of preferred common stock, par value $0.001 US$ 0.0001 per share. As of the date of this Agreement share and Five Million (a5,000,000) 312,730 shares of Parent Stock are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares with a par value of Parent Stock or preferred stock are held by the Parent in its treasuryUS $0.0001. Except as set forth abovein the Parent SEC Documents, no other shares of capital stock or other voting securities of the Parent are were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law laws of the State of Delaware▇▇▇▇▇▇▇▇ Islands, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There Except as set forth in the SEC Documents, there are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ “Voting Parent Debt”). There Except in connection with the Transactions or as described in the SEC Documents, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. Other than as set forth in the SEC Documents, the Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 (1) 200,000,000 shares of Parent Stockcommon stock, par value $0.001 per share, of which 11,870,000 shares are issued and 10,000,000 outstanding (before giving effect to the issuances to be made at Closing); and (2) 100,000,000 shares of preferred stock, par value $0.001 per share. As , of the date which 10,000,000 have been designated as Series A Preferred Stock, and of this Agreement (a) 312,730 which 0 shares of Parent Stock are issued and an outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law of the State of DelawareNevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Parent Stock Shares may vote (“ “Voting Parent Debt”). There Except as set forth in the Parent SEC Documents, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 shares of Parent Stock, and 10,000,000 shares of preferred stock, par value $0.001 per share. (i) As of the date of this Agreement (a) 312,730 Agreement, the authorized capital stock of CPA14 consists of 120,000,000 shares of Parent Stock CPA14 Common Stock, 87,326,105 shares of which are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, CPA14 Common Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to to, or issued in violation of of, any preemptive right, purchase option, call option, right of first refusal, preemptive right, subscription right or any other similar right right. All dividends or distributions on securities of CPA14 or any CPA14 Subsidiary that have been declared or authorized prior to the date of this Agreement have been paid in full. (ii) Except as permitted under any provision this Agreement or as set forth in Schedule 2.1(c)(ii) of the General Corporation Law CPA14 Disclosure Letter, there are issued and outstanding or reserved for issuance: (1) no stock, Voting Debt or other voting securities or equity securities of the State CPA14; (2) no securities of Delaware, the Parent Charter, the Parent Bylaws CPA14 or any Contract to which the Parent is a party CPA14 Subsidiary or otherwise bound. There are not securities or assets of any bondsother entity convertible into or exchangeable for shares of stock, debentures, notes Voting Debt or other indebtedness voting securities or equity securities of the Parent having the right to vote CPA14 or any CPA14 Subsidiary; and (or convertible into3) no subscriptions, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any options, warrants, conversion rights, convertible calls, performance stock awards, stock appreciation rights or exchangeable securities, “phantom” phantom stock rights, stock appreciation rights of first refusal, rights (including preemptive rights), stock-based performance units, commitments, Contracts, commitments or arrangements or undertakings of any kind agreements to which the Parent CPA14 or any CPA14 Subsidiary is a party or by which it is bound (a) obligating the Parent CPA14 or any CPA14 Subsidiary to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of capital stock stock, Voting Debt or other equity interests invoting securities of CPA14 or of any CPA14 Subsidiary, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent obligating CPA14 or any Voting Parent Debt, (b) obligating the Parent CPA14 Subsidiary to issue, grant, extend or enter into any such subscription, option, warrant, conversion right, call, performance stock award, stock appreciation right or phantom stock right, right of first refusal, right, security, commitment, Contract, commitment or arrangement or undertaking agreement. (iii) There are no (x) stockholder agreements, voting trusts or (c) that give any person other agreements or understandings relating to the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders voting of the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of CPA14 or any ownership interests in any CPA14 Subsidiary or (y) agreements or understandings relating to the Parentsale or transfer of any shares of CPA14 or any ownership interests in any CPA14 Subsidiary (other than those listed on Schedule 2.1(g) of the CPA14 Disclosure Letter), in the case of (x) and (y) to which CPA14 or any CPA14 Subsidiary is a party other than as listed on Schedule 2.1(c)(iii) of the CPA14 Disclosure Letter. (iv) Except as set forth in Schedule 2.1(c)(iv) of the CPA14 Disclosure Letter, no holder of securities in CPA14 or any CPA14 Subsidiary has any right to have such securities registered under the Securities Act or under any state securities Laws by CPA14 or any CPA14 Subsidiary, as the case may be. All prior issuances of securities by CPA14 or any CPA14 Subsidiary were, in all respects, made in compliance with all applicable federal and state securities Laws.

Capital Structure. (a) The authorized capital stock of the Parent consists of 100,000,000 (i) 40,000,000 shares of Parent Stock, Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share. As of . (b) Immediately prior to the date of this Agreement Closing, (ai) 312,730 21,000,000 shares of Parent Common Stock are (on a fully diluted basis) shall be issued and outstanding; , (b) no shares of preferred stock are outstanding and (cii) no shares of Parent Preferred Stock are to be issued or preferred stock outstanding; and (iii) no shares of Parent Common Stock are to be held by in the Parent in its treasurytreasury of Parent. Except as set forth described above, there shall be no shares of voting or non-voting capital stock stock, equity interests or other voting securities of the Parent are authorized, issued, reserved for issuance or otherwise outstanding. . (c) All outstanding shares of the capital stock of the Parent Common Stock are, and all such shares that may of Parent Common Stock to be issued prior to in connection with the date hereof Merger will be be, when issuedissued in accordance with the terms hereof, duly authorized, validly issued, fully paid and nonassessable non-assessable, and not subject to to, or issued in violation of, any kind of any purchase option, call option, right of first refusal, preemptive rightpreemptive, subscription right or any kind of similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. rights. (d) There are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which holders stockholders of Parent Stock may vote vote. Except as described in subsection (“ Voting b) above or as otherwise set forth on the Parent Debt”). There Disclosure Schedule, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such agreement to issue, grant or extend any security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. Neither Parent nor any Subsidiary of Parent is subject to any obligation or requirement to provide funds for or to make any investment (cin the form of a loan or capital contribution) 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 in any Person. (e) All of the issued and outstanding shares of Parent Common Stock and all equity of its Subsidiaries were issued in compliance in all material respects with all applicable federal and state securities laws. (f) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, no par value per share, all of which are duly authorized, validly issued and fully paid and non-assessable, and all of which are, and at the Effective Time will be, owned by Parent free and clear of any Liens. All issued and outstanding capital stock of the Parent's Subsidiaries were duly authorized, validly issued and fully paid and non-assessable, and all of which are, and at the Effective Time will be and have been, owned by Parent free and clear of any Liens. As of the date of this Agreement, there There are not any no outstanding contractual obligations of the Parent 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 Parent. Except as described in this Section 3.3, 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 Parent 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 Parent in the ordinary course of business) or commissions to sales representatives of the Parent 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 Parent 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 Parent or any of its Subsidiaries. (g) There are no voting trusts, registration rights, proxies or other agreements, commitments or understandings of any character to which the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any of the stockholders of the Parent, 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 Parent or any of its Subsidiaries.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 shares of Parent Stock, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this Agreement (a) 312,730 shares All of Parent Stock are issued and outstanding; (b) no shares of preferred stock are the outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent each Asset Seller that is a corporation are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof 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 nonassessable. All of the General Corporation Law outstanding ownership interests of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent each Target Company and each Canadian Asset Seller that is a party partnership or otherwise boundlimited liability company or state law trust or foreign trust are duly authorized and validly issued. There are not any bonds, debentures, notes no shares of capital stock of (or other indebtedness ownership interests in) in any Target Company or Asset Seller that may be issued upon exercise of outstanding options or exchange rights. The Company owns, directly or indirectly, all of the Parent having outstanding capital stock or other ownership interests of each Target Company and each Asset Seller, which constitute the right to vote (only issued and outstanding capital stock or convertible intoother ownership interests of the Target Companies or Asset Sellers, free and clear of all encumbrances other than statutory or exchangeable for, securities having the right to vote) on any matters on other liens for Taxes or assessments which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any 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 by the Target Company, and there are no existing options, warrants, rightscalls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock, ownership interests, or other securities of any Target Company or any Asset Seller or which would require any Target Company or any Asset Seller 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. (b) Except as set forth in Section 4.3(b) of the Seller Disclosure Letter, there are no securities, “phantom” stock options, warrants, calls, rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, rights of first refusal, arrangements or undertakings of any kind to which the Parent Company, the Operating Partnership, any Seller or any Target Company is a party or by which it any of them is bound (a) bound, obligating the Parent any Seller Party or any Target Company to issue, deliver or sellsell or create, or cause to be issued, delivered or soldsold or created, additional shares of capital Company Common Stock or other equity securities or phantom stock or other contractual rights, the value of which is determined in whole or in part by the value of any equity interests in, security of any Seller Party or any security convertible Target Company or exercisable for or exchangeable into obligating any capital stock of or other equity interest in, the Parent Seller Party or any Voting Parent Debt, (b) obligating the Parent Target Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, right of first refusal, arrangement or undertaking or (cundertaking. Except as set forth in Section 4.3(b) 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 the capital stock of the Parent. As of the date of this AgreementSeller Disclosure Letter, there are not any no outstanding contractual obligations of the Parent any Seller Party or any Target Company to repurchase, redeem or otherwise acquire any shares of Company Common Stock or other securities of any Seller Party or any Target Company. Neither any Seller Party nor any Target Company is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock or any equity security of any Seller Party or any Target Company. (c) All dividends or other distributions on the Parentshares of Company Common Stock and any dividends or other distributions on any securities of any Seller, any Target Company or any Asset Seller which have been authorized or declared prior to the Effective Date 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 Parent Company consists of 100,000,000 10,000,000 shares of Parent Stock, Company Common Stock and 10,000,000 2,500,000 shares of preferred stock, par value $0.001 0.01 per share. As share (the “Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”), of which as of the date of this Agreement Agreement, (a) 312,730 6,748,056 shares of Parent Company Common Stock are and no shares of Company Preferred Stock were issued and outstanding; , (b) no 99,200 shares of preferred stock are outstanding Company Common Stock were held by the Company in its treasury and (c) no 920,750 shares of Parent Company Common Stock or preferred stock are held by were subject to outstanding Options and 304,000 additional shares of Company Common Stock were reserved for issuance pursuant to the Parent in its treasuryCompany Stock Plans. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Parent are Company were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Company Common Stock are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of DelawareDGCL, the Parent Company Charter, the Parent Bylaws Company By-laws or any Contract to which the Parent Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Company Common Stock may vote (“ “Voting Parent Company Debt”). There Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent Company or any Company Subsidiary is a party or by which it any of them is bound (ai) obligating the Parent Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent Company or of any Company Subsidiary or any Voting Parent Company Debt, (bii) obligating the Parent Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the ParentCompany Common Stock. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the ParentCompany or any Company Subsidiary. 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 the capital stock of the Company or any Company Subsidiary (or any other securities exercisable for or convertible into such Shares).

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 One Hundred Million (100,000,000) shares of Parent Stock, and 10,000,000 shares of preferred common stock, par value $0.001 per share. As , of the date of this Agreement which Seven Million One Hundred Eighty Seven Thousand Four Hundred Ninety Eight (a7,187,498) 312,730 shares of Parent Stock are issued and outstanding; outstanding (bbefore giving effect to the issuances to be made at Closing) no and Five Million (5,000,000) shares of preferred stock of which none are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasuryissued. Except as set forth above, no No other shares of capital stock or other voting securities of the Parent are were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law of the State of DelawareNevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ “Voting Parent Debt”). There Except in connection with the Transactions, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 two hundred million (200,000,000) shares of Parent Common Stock, and 10,000,000 one hundred million (100,000,000) shares of preferred stock, par value $0.001 0.0001 per share. As , of the date of this Agreement (a) 312,730 shares of Parent Stock which 19,327,940 and 1,911.107 are issued and outstanding; (b) no , respectively. Parent also has warrants outstanding for the purchase of 728,765 shares of preferred stock are its Common Stock, and options outstanding and (c) no for the purchase of 225,674 shares of its Common Stock. In addition, Parent has $1,983,948 in outstanding convertible debt that may be converted into no more than 4,959,870 shares of Common Stock or preferred stock are held by (based on the Parent in its treasuryfloor price of $0.40 per share). Except as set forth above, no No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent areParent, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law of the State of DelawareNRS, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There Except as set forth in the Parent Disclosure Schedule as of the date of this Agreement, there are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent the Acquisition Shares Stock may vote (“ “Voting Parent Debt”). There Except as set forth in the Parent Disclosure Schedule, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of Except as set forth in the date of this AgreementParent Disclosure Schedule, there are the Parent is not a party to any outstanding contractual obligations agreement granting any security holder of the Parent the right to repurchase, redeem or otherwise acquire any cause the Parent to register shares of the capital stock or other securities of the ParentParent held by such security holder under the Securities Act.

Capital Structure. (a) The authorized capital stock of each Sold Subsidiary is as set forth in Section 3.4(a) of the Parent consists Seller Disclosure Schedule. All of 100,000,000 the Shares are owned beneficially and of record by Seller or one of its Subsidiaries, except for director's qualifying shares and similar statutory de minimis holdings. All of Parent Stockthe Shares are duly authorized and validly issued, fully paid and nonassessable, and 10,000,000 shares are not subject to any preemptive rights created by statute, the organizational documents of preferred stockSeller or any of its Subsidiaries, par value $0.001 per share. As or any agreement or document to which Seller or any of the date its Subsidiaries is a party or by which of this Agreement (a) 312,730 shares Seller or any of Parent Stock are issued its Subsidiaries is bound and, when transferred to Purchaser will be free and outstanding; (b) no shares clear of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasuryall Liens. Except as set forth abovein Section 3.4(a) of the Seller Disclosure Schedule, there are no shares of capital stock equity securities, partnership interests or other voting similar ownership interests of any class or series of any Sold Subsidiary, or any securities convertible into, or exercisable or exchangeable for, such equity securities, partnership interests or similar ownership interests of the Parent any Sold Subsidiary, which are issued, reserved for issuance or outstanding. All outstanding shares Except as set forth in Section 3.4(a) of the capital stock of the Parent areSeller Disclosure Schedule, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There there are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any no options, warrants, rights, convertible or exchangeable equity securities, “phantom” stock partnership interests or other similar ownership interests, calls, rights (including preemptive rights), stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements commitments or undertakings agreements of any kind or character to which the Parent Seller or any of its Subsidiaries is a party or by which it Seller or any of its Subsidiaries is bound (a) obligating the Parent Seller or any of its Subsidiaries to issue, deliver or sell, sell (or cause to be issued, delivered or sold), additional or repurchase, redeem or otherwise acquire (or cause the repurchase, redemption or acquisition of), any shares of capital stock of any Sold Subsidiary or other equity interests inany Subsidiaries thereof, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent obligating Seller or any Voting Parent Debt, (b) obligating the Parent of its Subsidiaries to issue, grant, extend extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rights, proxies or other agreements or understandings with respect to any equity security, commitment, Contract, arrangement partnership interest or undertaking other similar ownership interest of any class or (c) that give series of 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 the capital stock of any Sold Subsidiary or any Subsidiaries thereof. (b) The only outstanding Indebtedness of Seller and its Subsidiaries is (i) $200 million in principal amount of 7.125% Senior Notes Due March 1, 2004 (the Parent"2004 Senior Notes") issued pursuant to the Indenture, dated as of March 1, 1997 (the "Indenture"), (ii) $200 million in aggregate principal amount of 7.37% Senior Notes Due March 1, 2007 (the "2007 Senior Notes") issued pursuant to the Indenture, (iii) $100 million in principal amount of 7.875% Senior Debentures due March 1, 2017 (the "2017 Senior Debentures") issued pursuant to the Indenture, (iv) $200 million in principal amount of 7.45% Senior Debentures due March 1, 2037 (the "2037 Senior Debentures") and, together with the 2004 Notes, the 2007 Notes and the 2017 Senior Debentures, the "Debentures") issued pursuant to the Indenture. As of Other than the date of this AgreementDebentures, which are redeemable in full in accordance with their respective terms, there are not any outstanding contractual obligations is no Indebtedness of the Parent to repurchase, redeem Seller or otherwise acquire any shares of capital stock of the Parentits Subsidiaries.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 70,000,000 shares of Parent Capital Stock, $0.001 par value, of which 10,873,750 shares of Parent Capital Stock are issued and 10,000,000 outstanding prior to the cancellation of 9,773,750 Capital Shares of Parent as set forth in 4.09 hereof. At Closing, immediately prior to the issuance of the Merger Consideration to the LLC Unit Holders, the Parent will have 1,100,000 shares of the Capital Stock outstanding. The authorized capital stock of Dissolving Corporation consists of eighteen million (18,000,000) shares of Capital Stock and no preferred stock of which eighteen million (18,000,000) will be issued to the LLC Unit Holders and cancelled in exchange for eighteen million (18,000,000) shares of Capital Stock of Parent. The Parent is also authorized to issue 5,000,000 shares of preferred stock, par value $0.001 per share. As par value, none of the date of this Agreement (a) 312,730 shares of Parent Stock are which is issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth aboveherein, no shares of capital stock or other voting equity securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that which may be issued prior pursuant to the date hereof this Agreement will be be, when issued, duly authorized, validly issued, fully paid and nonassessable and and, not subject to or preemptive rights, and issued in violation compliance with all applicable state and federal laws concerning the issuance of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise boundsecurities. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”)the Parent. There are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Parent is a party or by which it any of them is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests insecurities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or any security convertible cause to be issued, delivered or exercisable for or exchangeable into any sold, additional shares of capital stock of or other equity interest in, the securities of Parent or any Voting of its subsidiaries or obligating Parent Debt, (b) obligating the Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) 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 the capital stock of the Parentundertaking. As of the date of this Agreement, there There are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock or other Securities of the ParentParent or any of its subsidiaries.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 shares of Parent Stock, and 10,000,000 shares of preferred stock, par value $0.001 per share. (a) As of the date of this Agreement (a) 312,730 shares of Parent Stock Date, 1,300,000 Company Units are issued and outstanding; , consisting of (bi) no shares of preferred stock are outstanding 1,150,000 Preferred Units (the “Preferred Units”) and (cii) no shares 150,000 Incentive Units (the “Incentive Units”). No Company Units are owned by any of Parent Stock its Subsidiaries. All outstanding Company Units have been duly authorized, validly issued and fully paid and are free of preemptive rights or preferred stock are held by similar rights, except as set forth in the Parent in its treasuryLLC Agreement. Except as set forth abovein Section 3.5(a) of the Company Disclosure Schedule, the Company does not have any equity securities or securities containing any equity features, or convertible into, or exercisable or exchangeable for, any equity securities, issued or outstanding, and there are no shares of capital stock agreements, options, warrants, calls, subscriptions or other voting securities rights or arrangements outstanding (other than this Agreement) that provide for the sale or issuance of any of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of foregoing by the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise boundCompany. There are not any no bonds, debentures, notes or other indebtedness Indebtedness of the Parent Acquired Companies having the right to vote (or convertible into, into or exercisable or exchangeable for, for securities of the Acquired Companies having the right to vote) on any matters on which holders of Parent Stock may vote Company Units (“ Voting Parent Debt”)or equivalent equity securities of any of the Company Subsidiaries) are entitled to vote. There All holders of Company Units have waived or are not entitled to any options“appraisal rights,” “dissenter’s rights” or any similar rights under the Delaware Limited Liability Company Act, warrantsas amended, rightsin connection with the Transactions. (b) Section 3.5(b) of the Company Disclosure Schedule sets forth, convertible as of the Agreement Date, with respect to each holder of Company Units, (i) the number and class of Company Units held by such holders and (ii) in the case of Incentive Units, the number of Vested Incentive Units held by such holders, the Distribution Threshold as of the grant date (as defined in the LLC Agreement or exchangeable securitiesthe Incentive Unit Plan, “phantom” stock rightsas the case may be) and the grant date. (c) Except as set forth on Section 3.5(c) of the Company Disclosure Schedule and except for this Agreement, stock appreciation rightsthe LLC Agreement and the Incentive Unit Plan, stock-based performance units, commitments, there are no Contracts, arrangements commitments or undertakings agreements relating to voting, purchase or sale of Company Units (i) between or among the Company or any kind Company Subsidiary and (ii) to the Company’s Knowledge, between or among any of the Equityholders. (d) All Company Units and rights to acquire Company Units were issued in compliance with all applicable federal and state securities laws. No Company Units or rights to acquire Company Units (i) were issued in violation of the Company Organizational Documents or any other agreement, arrangement or commitment to which any Acquired Company or to the Parent Company’s Knowledge, any Seller is a party or by which it (ii) are subject to or in violation of any preemptive or similar rights of any Person. (e) Except as set forth in Section 3.5(e) of the Company Disclosure Schedule or the LLC Agreement: (i) none of the outstanding Company Units or shares or equity interests of any Company Subsidiary is bound entitled or subject to any preemptive right, right of participation or similar right; (aii) obligating none of the Parent outstanding Company Units or shares or equity interests of any Company Subsidiary is subject to issueany right of repurchase or first refusal or similar right in favor of the Company or, deliver to the Company’s Knowledge, of any third party; and (iii) there are no agreements or sellarrangements (other than this Agreement) relating to the voting or registration of, or cause to be issuedrestricting any holder from purchasing, delivered selling, pledging or soldotherwise disposing of (or granting any option or similar right with respect to), additional any Company Units or shares of capital stock or other equity interests inof any Company Subsidiary, in each case, pursuant to a Contract to which the Company is a party, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, which the Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or Company otherwise acquire any shares of capital stock of the Parenthas Knowledge.

Capital Structure. (a) The authorized capital stock of each Sold Subsidiary is as set forth in Section 3.4(a) of the Parent consists Seller Disclosure Schedule. All of 100,000,000 the Shares are owned beneficially and of record by Seller or one of its Subsidiaries, except for director's qualifying shares and similar statutory de minimis holdings. All of Parent Stockthe Shares are duly authorized and validly issued, fully paid and nonassessable, and 10,000,000 shares are not subject to any preemptive rights created by statute, the organizational documents of preferred stockSeller or any of its Subsidiaries, par value $0.001 per share. As or any agreement or document to which Seller or any of the date its Subsidiaries is a party or by which of this Agreement (a) 312,730 shares Seller or any of Parent Stock are issued its Subsidiaries is bound and, when transferred to Purchaser will be free and outstanding; (b) no shares clear of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasuryall Liens. Except as set forth abovein Section 3.4(a) of the Seller Disclosure Schedule, there are no shares of capital stock equity securities, partnership interests or other voting similar ownership interests of any class or series of any Sold Subsidiary, or any securities convertible into, or exercisable or exchangeable for, such equity securities, partnership interests or similar ownership interests of the Parent any Sold Subsidiary, which are issued, reserved for issuance or outstanding. All outstanding shares Except as set forth in Section 3.4(a) of the capital stock of the Parent areSeller Disclosure Schedule, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There there are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any no options, warrants, rights, convertible or exchangeable equity securities, “phantom” stock partnership interests or other similar ownership interests, calls, rights (including preemptive rights), stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements commitments or undertakings agreements of any kind or character to which the Parent Seller or any of its Subsidiaries is a party or by which it Seller or any of its Subsidiaries is bound (a) obligating the Parent Seller or any of its Subsidiaries to issue, deliver or sell, sell (or cause to be issued, delivered or sold), additional or repurchase, redeem or otherwise acquire (or cause the repurchase, redemption or acquisition of), any shares of capital stock of any Sold Subsidiary or other equity interests inany Subsidiaries thereof, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent obligating Seller or any Voting Parent Debt, (b) obligating the Parent of its Subsidiaries to issue, grant, extend extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rights, proxies or other agreements or understandings with respect to any equity security, commitment, Contract, arrangement partnership interest or undertaking other similar ownership interest of any class or (c) that give series of 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 the capital stock of any Sold Subsidiary or any Subsidiaries thereof. (b) The only outstanding Indebtedness of Seller and its Subsidiaries is (i) $200 million in principal amount of 7.125% Senior Notes Due March 1, 2004 (the Parent"2004 SENIOR NOTES") issued pursuant to the Indenture, dated as of March 1, 1997 (the "INDENTURE"), (ii) $200 million in aggregate principal amount of 7.37% Senior Notes Due March 1, 2007 (the "2007 SENIOR NOTES") issued pursuant to the Indenture, (iii) $100 million in principal amount of 7.875% Senior Debentures due March 1, 2017 (the "2017 SENIOR DEBENTURES") issued pursuant to the Indenture, (iv) $200 million in principal amount of 7.45% Senior Debentures due March 1, 2037 (the "2037 SENIOR DEBENTURES") and, together with the 2004 Notes, the 2007 Notes and the 2017 Senior Debentures, the "DEBENTURES") issued pursuant to the Indenture. As of Other than the date of this AgreementDebentures, which are redeemable in full in accordance with their respective terms, there are not any outstanding contractual obligations is no Indebtedness of the Parent to repurchase, redeem Seller or otherwise acquire any shares of capital stock of the Parentits Subsidiaries.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 Nine Hundred Million (900,000,000) shares of Parent Common Stock, par value $0.00001 per share, of which 538,629,319 shares are outstanding, and 10,000,000 One Hundred Million (100,000,000) shares of preferred stock, par value $0.001 0.00001 per share. As , of the date of this Agreement (a) 312,730 which 0 shares of Parent Stock are issued and outstanding; (b) no shares of preferred stock are outstanding , and (c) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth abovein the OTC Documents, no other shares of capital stock or other voting securities of the Parent are were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law of the State of DelawareNevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There Except as set forth in the OTC Documents, there are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ “Voting Parent Debt”). There Except in connection with the Transactions, the Parent Disclosure Schedules or as described in the OTC Documents, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. Other than as set forth in the OTC Documents, the Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. (i) The authorized capital stock of the Parent BHC consists of (i) 100,000,000 shares of Parent BHC Common Stock, of which 6,859,566 shares are issued and outstanding, and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this Agreement (a) 312,730 which no shares of Parent Stock are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no BHC does not have any other shares of capital stock authorized, designated, issued or outstanding. (ii) Other than the Bay Commercial Bank 2014 Equity Incentive Plan, neither BANK nor BHC has adopted, sponsored or maintained any stock option plan or any other voting securities plan or agreement providing for equity compensation to any Person. (iii) Schedule 5.3(b)(iii) of the Parent Disclosure Schedule lists each restricted stock grant and the terms thereof outstanding under the Bay Commercial Bank 2014 Equity Incentive Plan. Other than such grants, there are issued, reserved for issuance no Rights or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) agreements obligating the Parent BHC to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional shares of repurchased or redeemed, any BHC capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or equity or other equity ownership interest in, the Parent of BHC or any Voting Parent Debt, (b) obligating the Parent BHC to issue, grant, extend extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person Right. Other than the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital restricted stock of the Parent. As of the date of this Agreementgrants, there are not no outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, or other similar rights with respect to BHC. (iv) There are no Rights or agreements obligating BHC to issue, deliver, sell, repurchase or redeem, or causing BHC to issue, deliver, sell, repurchase or redeem, any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of BHC capital stock or any capital stock or equity or other ownership interest of BHC or obligating BHC to grant, extend, accelerate the Parentvesting of, change the price of, otherwise amend or enter into any such Right.

Capital Structure. (a) The authorized capital stock of the Parent consists of 100,000,000 250,000,000 shares of Parent Common Stock, of which 138,000,000 shares are issued and outstanding as of the close of business on the day prior to the date hereof and 10,000,000 shares of preferred stock, par value $0.001 per share. As share (“Parent Preferred Stock”), of the date of this Agreement (a) 312,730 which zero shares of Parent Stock are issued and outstanding; (b) no shares outstanding as of preferred stock are outstanding and (c) no shares the close of Parent Stock or preferred stock are held by business on the Parent in its treasuryday prior to the date hereof. Except as set forth above, no No shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstandingheld in Parent’s treasury. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or were issued in violation compliance with all applicable federal and state securities laws. (b) Part 3.2(b) of any purchase the Parent Disclosure Schedule lists each holder of Parent Capital Stock and the number and type of shares of Parent Capital Stock held by such holder. (c) The shares of Parent Common Stock issuable as Merger Consideration, upon issuance on the terms and conditions contemplated in this Agreement, would be duly authorized, validly issued, fully paid and non-assessable. (d) There is no existing option, call optionwarrant, call, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract contract to which the Parent is a party requiring, and there are no equity interests in Parent outstanding which upon conversion or otherwise bound. There exchange would require, the issuance, sale or transfer of any additional shares of Parent Capital Stock or other equity securities in Parent or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock or other equity securities in Parent. (e) (i) None of the outstanding shares of Parent Capital Stock are not entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Parent Capital Stock are subject to any right of first refusal in favor of Parent; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Parent Acquiring Companies having the a right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders the stockholders of Parent Stock may vote have a right to vote; (“ Voting Parent Debt”). There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind iv) there is no Contract to which the Parent is Acquiring Companies are a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Capital Stock. None of the Acquiring Companies is under any obligation, or is bound by any Contract pursuant to which it is bound (a) obligating the Parent to issuemay become obligated, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the ParentParent Capital Stock or other securities.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 shares of Parent Stock, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date Effective Time of this Agreement (a) 312,730 Merger, the outstanding capital structure of Fision shall consist of those issued and outstanding shares of Parent Stock are issued common stock and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock derivative securities or preferred stock are interests held by the Parent such persons and in its treasury. Except such amounts as are set forth above, no shares of capital stock or other voting securities of on the Parent are issued, reserved for issuance or outstandingLedger. All outstanding Fision common shares of the capital stock of the Parent are, and all such shares that may shall be issued prior to the date hereof 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 General Corporation Law applicable corporate laws of the State of DelawareMinnesota, the Parent CharterArticles of Incorporation and Bylaws of Fision, the Parent Bylaws or any Contract material contract, commitment or understanding to which the Parent Fision is a party or otherwise bound. There are not any Except for those options and warrants and convertible interests issued by Fision and set forth on the Ledger, as of the Effective Time there shall be no other issued options and warrants to purchase shares of Fision common stock; and there shall be no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or Fision convertible into, or exchangeable for, any securities having of Fision except for those listed on the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”)Ledger. There Except for the foregoing, there are not any no other options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractscontracts, arrangements or undertakings of any kind to which the Parent Fision is a party or by which it Fision is bound (ai) obligating the Parent Fision to issue, deliver or sell, or cause to be issued, delivered or sold, additional Fision common or preferred shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Fision common or preferred shares or other equity interest inin Fision, the Parent or any Voting Parent Fision Debt, (bii) obligating the Parent Fision to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there are not common or any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any preferred shares of capital stock of the ParentFision.

Capital Structure. The authorized capital stock of the Parent Buyer consists of 100,000,000 shares of Parent Stock, and 10,000,000 shares of preferred stock(i) 50,000,000 common shares, par value $0.001 1.00 per shareshare ("Buyer Common Stock"), and (ii) 20,000,000 preference shares. As of the date of this Agreement (a) 312,730 hereof, 5,880,115 shares of Parent Buyer Common Stock are issued and outstanding; (b) no , 81,000 shares of preferred Buyer Common Stock were subject to employee stock are outstanding options and (c) no 462,400 shares of Parent Buyer Common Stock or preferred stock are held by the Parent in its treasurywere reserved for issuance pursuant to Buyer Employee Benefit Plans. Except as set forth above, as of the date hereof no shares of capital stock or other voting equity securities of the Parent Buyer are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Buyer are, and all such any shares that may be of Buyer Common Stock issued prior to upon settlement of the date hereof Holdco Note will be when issuedat the time of issuance, 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise boundrights. There are not any bonds, debentures, notes or other indebtedness of the Parent Buyer having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent the Buyer Common Stock may vote (“ "Voting Parent Buyer Debt”"). There Except as set forth above or as disclosed in Section 3.2(c) of the Disclosure Schedule, as of the date hereof there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractscontracts, arrangements or undertakings of any kind to which the Parent Buyer or any Subsidiary is a party or by which it any of them is bound (ai) obligating the Parent Buyer or any Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent Buyer or of any Subsidiary or any Voting Parent Debt, Buyer Debt or (bii) obligating the Parent Buyer or any Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking or (cundertaking. Except as disclosed in Section 3.2(c) 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 the capital stock Disclosure Schedule, there are no restrictions upon the voting, dividend rights or transfer of the Parentany shares of Buyer Common Stock pursuant to Buyer's organizational documents or any agreement to which Buyer is a party. As of the date of The Holdco Note has been duly authorized by Holdco and, when executed, issued and delivered to Sellers as contemplated by this Agreement, there are not any outstanding contractual obligations will constitute the valid and binding obligation of the Parent to repurchaseHoldco, redeem or otherwise acquire any shares of capital stock of the Parentenforceable against Holdco in accordance with its terms.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 75,000,000 shares of Parent Stock, par value $0.001 per share, and 10,000,000 5,000,000 shares of preferred stock, par value $0.001 per share. As , of the date of this Agreement which (a) 312,730 8,400,000 shares of Parent Stock are issued and outstanding; outstanding (before giving effect to the issuances to be made at Closing) (b) no shares of preferred stock are outstanding outstanding, and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Parent Stock may vote (“ “Voting Parent Debt”). There Except as set forth above, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by the Parent’s stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The authorized capital stock of the Parent VCAN consists of 100,000,000 Two Billion (2,000,000,000) shares of Parent Stockcommon stock, $0.001 par value, and 10,000,000 Fifty Million (50,000,000) shares of preferred stock, par value $0.001 per share. As of the date of this Agreement (a) 312,730 hereof, approximately 1,939,000 Series B Common shares of Parent VCAN and no shares of Series A Common shares are issued and outstanding. One Hundred (100) shares of Series A Preferred Stock and no shares of Series B Preferred Stock are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no No other shares of capital stock or other voting securities of the Parent VCAN are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent VCAN are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of DelawareNevada law, the Parent CharterVCAN Articles of Incorporation, the Parent VCAN Bylaws or any Contract to which the Parent VCAN is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent VCAN having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock VCAN's common stock may vote (“ "Voting Parent VCAN Debt”"). There As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent VCAN is a party or by which it is bound (a) obligating the Parent VCAN to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent VCAN or any Voting Parent VCAN Debt, (b) obligating the Parent VCAN to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the ParentVCAN. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent VCAN to repurchase, redeem or otherwise acquire any shares of capital stock of VCAN. The stockholder list provided to Unprescribed is a current stockholder and such list accurately reflects all of the Parentissued and outstanding shares of the VCAN's common stock.

Capital Structure. The (a) As of the date hereof, the authorized capital stock of the Parent Buyer consists of 100,000,000 500,000,000 shares of Parent Stock, and 10,000,000 shares of preferred common stock, .001 par value $0.001 per sharevalue. As of the date of this Agreement (a) 312,730 Closing, 13,500 shares of Parent Stock are common stock were issued and outstanding; (b) no . Schedule 4.9 is the shareholder list of Buyer at the time of Closing. No shares of preferred common stock are outstanding and (c) no shares of Parent Stock or preferred stock are were held by the Parent Buyer in its treasury. Except as set forth aboveThe Buyer has no outstanding stock options, no stock appreciation rights, phantom units, profit participation or similar rights with respect to the Buyer. No shares of capital stock or other equity or voting securities of the Parent Buyer are issued, reserved for issuance or are outstanding. All of the issued and outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, Buyer are duly authorized, validly issued, fully paid and nonassessable non-assessable and have not subject to or been issued in violation of any purchase optionpreemptive rights or in violation of state or federal securities laws, call optionand there are no preemptive rights with respect thereto. No capital stock has been issued by the Buyer since the Buyer Balance Sheet Date. Except as set forth above, right of first refusal, preemptive right, subscription right or any similar right under any provision as of the General Corporation Law of the State of Delawaredate hereof there are no outstanding or authorized securities, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractspreemptive rights, arrangements agreements, arrangements, or undertakings of any kind to which the Parent Buyer is a party party, or by which it is bound (a) bound, obligating the Parent Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock or other equity or voting securities of, or other ownership interests in, the Buyer or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (b) obligating the Parent Buyer to issue, grant, extend extend, or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement arrangement, or undertaking undertaking. There are not as of the date of this Agreement and there will not be at the Closing Date any shareholder agreements, voting trusts or (c) that give other agreements or understandings to which the Buyer is a party or by which it is bound relating to the voting of any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders shares of the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any Buyer. (b) The shares of capital stock of the ParentBuyer constitute all of the issued and outstanding shares of capital stock or other ownership interests of the Buyer. Except for the purchase and sale of the Buyer Common Stock pursuant to this Agreement, there are no outstanding claims, options, or other rights of any Person to purchase from Buyer, and no contracts or commitments providing for the granting of rights to acquire, any of the Buyer Common Stock. There are no claims pending or, to the Knowledge of Buyer, threatened, against the Buyer that concern or affect title to the Buyer Common Stock, or that seek to compel the issuance of capital stock or other securities of the Buyer. (c) There are no outstanding obligations in connection with the redemption by the Buyer of any of the previously issued and outstanding shares of capital stock of the Buyer.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 60,000,000 shares of Parent Common Stock, $0.001 par value, of which 5,775,114 shares of Parent Common Stock are issued and 10,000,000 outstanding and 2,211,088 shares of Parent Common Stock are issuable upon the exercise of outstanding warrants, convertible notes and options pursuant to Stock Option Plans (the "Parent Stock Plans") and otherwise. Also authorized are 2,000,000 shares of preferred stock, par value $0.001 per share. As par value, none of the date of this Agreement (a) 312,730 shares of Parent Stock are which is issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting equity securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that which may be issued prior pursuant to the date hereof this Agreement will be be, when issued, duly authorized, validly issued, fully paid and nonassessable and and, not subject to or preemptive rights, and issued in violation compliance with all applicable state and federal laws concerning the issuance of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise boundsecurities. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of Parent Stock may vote (“ Voting Parent Debt”)vote. There Except as set forth above, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which it any of them is bound (a) obligating the Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests insecurities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or any security convertible cause to be issued, delivered or exercisable for or exchangeable into any sold, additional shares of capital stock of or other equity interest in, the securities of Parent or any Voting of its subsidiaries or obligating Parent Debt, (b) obligating the Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) 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 the capital stock of the Parentundertaking. As of the date of this Agreement, there There are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000 shares of common stock, no par value per share, 1,000 shares of which have been validly issued, are fully paid and nonassessable, were issued in compliance with all applicable state and federal laws concerning the issuance of securities, and are owned by Parent, free and clear of any lien.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 Three Hundred Million (300,000,000) shares of Parent Common Stock, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this Agreement hereof, (ai) 312,730 69,376,000 shares of Parent Common Stock are issued and outstanding; outstanding (without taking into account (a) the number of shares of Parent Common Stock to be issued by the Parent upon conversion of any and all Bridge Notes, and in connection with the Financing, and (b) no the number of shares of preferred stock are outstanding Parent Common Stock to be cancelled pursuant to the Cancellation Agreement) and (cii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof 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 General Florida Business Corporation Law of the State of DelawareAct, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“ “Voting Parent Debt”). There Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of Parent. Except as set forth in the Parent Disclosure Letter, the Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. The stockholder list to be provided at closing to the Company shall be a current shareholder list generated by its stock transfer agent, and such list shall accurately reflect all of the issued and outstanding shares of the Parent’s Common Stock.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 (1) 350,000,000 shares of Parent Stockcommon stock, par value $0.001 per share, of which (a) 15,693,000 shares are issued and outstanding (before giving effect to the issuances to be made at Closing), and (b) no shares of common stock are reserved by the Parent in its treasury; and (2) 10,000,000 shares of preferred stock, par value $0.001 per share. As , of the date of this Agreement which (a) 312,730 no shares of Parent Stock are issued and outstanding; , and (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held reserved by the Parent in its treasury. Except as set forth above, no No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law of the State of DelawareNevada, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Parent Stock Shares may vote (“ “Voting Parent Debt”). There Except as set forth above, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by the Parent’s stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Shares as at the Closing.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 900,000,000 shares of Parent Stock, par value $0.0001 per share, and 10,000,000 100,000,000 shares of preferred stock, par value $0.001 0.0001 per share. As , of the date of this Agreement which (ai) 312,730 94,234,136 shares of Parent Stock are issued and outstanding; outstanding (bbefore giving effect to the issuances to be made at Closing), (ii) no shares of preferred stock are outstanding outstanding, and (ciii) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no No other shares of capital stock or other voting securities of the Parent are were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law of the State of DelawareNevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ “Voting Parent Debt”). There Except in connection with the Transactions, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The authorized capital stock of the Parent YMMF consists of 100,000,000 shares of Parent Stockcommon stock, $.001 par value and 10,000,000 no shares of preferred stock, par value $0.001 per sharePreferred Stock. As of the date of this Agreement (a) 312,730 hereof approximately 10,278,000 shares of Parent Stock are issued YMMF's common stock and outstanding; (b) no shares of preferred stock are outstanding issued and (c) no outstanding. At the Closing, 8,289,000 shares of Parent Common Stock or preferred stock are held will be cancelled by the Parent in its treasuryholder thereof. Except as set forth aboveon Annex A, no shares of capital stock or other voting securities of the Parent YMMF are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent YMMF are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of DelawareWyoming law, the Parent YMMF Charter, the Parent YMMF Bylaws or any Contract to which the Parent YMMF is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent YMMF having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock YMMF's common stock may vote (“ "Voting Parent YMMF Debt”"). There As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent YMMF is a party or by which it is bound (a) obligating the Parent YMMF to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent YMMF or any Voting Parent YMMF Debt, (b) obligating the Parent YMMF to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the ParentYMMF. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent YMMF to repurchase, redeem or otherwise acquire any shares of capital stock of YMMF. The stockholder list provided to PURA is a current stockholder and such list accurately reflects all of the Parentissued and outstanding shares of the YMMF's common stock.

Capital Structure. (i) The authorized capital stock of the Parent consists of 100,000,000 10,000,000 Common Shares, without par value ("Parent Common Stock"), and 400,000 Preferred Shares, without par value ("Parent Preferred Stock"), of which on the date hereof 6,717,715 shares of Parent StockCommon Stock are outstanding , and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this Agreement (a) 312,730 350,000 shares of Parent Common Stock are issued reserved for issuance under Parent's 2003 Stock Option Plan and outstanding; (b) no shares of preferred stock are outstanding and (c) no 56,910 shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, There are on the date hereof no shares of capital stock or other voting securities of the Parent are issuedPreferred Stock outstanding, reserved for issuance or held by Parent in its treasury. (ii) No Voting Debt of Parent is issued or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, Common Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued preemptive rights. (iii) Except as set forth 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 General Corporation Law of the State of Delaware, the Parent CharterSEC Documents (as defined in Section 3.2(d)) or a letter, if any, dated the date hereof and delivered to the Company concurrent with the execution of this Agreement (the "Parent Letter"), which relates to this Agreement and is designated therein as the Parent Bylaws or any Contract to which the Parent Letter, there is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such no option, warrant, call, right (including any preemptive right), securitycommitment or any other agreement of any character that Parent or any Subsidiary is a party to, commitmentor may be bound by, Contractrequiring it to issue, arrangement transfer, sell, purchase or undertaking redeem any shares of capital stock, any Voting Debt, or (c) that give any person securities or rights convertible into, exchangeable for, or evidencing the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire subscribe for any shares of capital stock of Parent 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 Parent's Subsidiaries or (excepting loans made in the ordinary course of a commercial banking business) any other Person. (iv) Except as set forth in the Parent SEC Documents or the Parent Letter, and except for this Agreement, there is no voting trust or other agreement or understanding to which Parent or any Subsidiary is a party, or may be bound by, with respect to the voting of the capital stock of Parent or any Subsidiary. (v) Since December 31, 2002, except as set forth in the Parent SEC Documents or the Parent Letter, Parent 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 Parent or any Subsidiary; (B) repurchased, redeemed or otherwise acquired, directly or indirectly through any Subsidiary, any shares of capital stock of Parent or any Subsidiary (other than the acquisition of trust account shares); or (C) declared, set aside, made or paid to shareholders of Parent dividends or other distributions on the outstanding shares of capital stock of Parent, other than regular quarterly cash dividends.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 Two Hundred Million (200,000,000) shares of Parent Stockcommon stock, par value $0.0001 per share, and 10,000,000 Fifty Million (50,000,000) shares of preferred stock, par value $0.001 0.0001 per share. As , of the date of this Agreement which (ai) 312,730 34,118,127 shares of Parent Stock referenced on the SEC Reports are issued and outstanding; outstanding (bii) no shares of preferred stock Preferred Stock are outstanding outstanding, and (ciii) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth aboveParent also has stock purchase warrants for the purchase of 1,500,000 shares of common stock, no par value $0.0001 per share, and stock options for the purchase of 3,000,000 shares of common stock, par value $0.0001 per share, outstanding. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law of the State of DelawareNevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ “Voting Parent Debt”). There Except as set forth in the Parent SEC Documents or the Parent Disclosure Schedule, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of Except as set forth in the date of this AgreementParent SEC Documents or the Parent Disclosure Schedule, there are the Parent is not a party to any outstanding contractual obligations agreement granting any security holder of the Parent the right to repurchase, redeem or otherwise acquire any cause the Parent to register shares of the capital stock or other securities of the Parent.Parent held by such security holder under the Securities Act. Prior to the Transactions, no securities of the Parent have been issued to any Person since the last filed SEC Report and prior to the Transactions the Parent intends to undertake a split such that at Closing there shall be approximately 37,000,000 shares of Parent Stock issued and outstanding

Capital Structure. (i) The authorized capital stock of the Parent CFB consists of 100,000,000 (i) 50,000,000 shares of Parent CFB Common Stock, of which 6,524,741 are issued and 10,000,000 outstanding, and (ii) 2,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this Agreement (a) 312,730 shares of Parent Stock which none are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no CFB does not have any other shares of capital stock or other voting securities of the Parent are issuedauthorized, reserved for issuance designated, issued or outstanding. All outstanding shares of the CFB’s capital stock of the Parent are(A) have been duly authorized and validly issued and are fully paid, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights 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 General Corporation Law of the State of Delawarerights created by statute, the Parent CharterCFB Articles, the Parent CFB Bylaws or any Contract agreement to which the Parent CFB is a party or otherwise boundparty, and (B) have been offered, sold, issued and delivered by CFB in all material respects in compliance with all applicable laws. There are not no declared or accrued but unpaid dividends with respect to any bondsshares of CFB capital stock. (ii) Other than the CFB Stock Option Plan, debenturesCFB has never adopted, notes sponsored or maintained any stock option plan or any other indebtedness plan or agreement providing for equity compensation to any Person. (iii) Schedule 5.2(b)(iii) lists, for each CFB Option outstanding under the CFB Stock Option Plan, the registered holder, the exercise price, the number of shares underlying such option, the Parent having vesting schedule and number of options vested, the right to vote (or convertible intogrant date, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”)exercise date and whether such option qualifies as an incentive stock option under the Code. There are not any Other than such options, warrants, rights, convertible there are no Rights or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) agreements obligating the Parent CFB to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional shares of repurchased or redeemed, any CFB capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or equity or other equity ownership interest in, the Parent of CFB or any Voting Parent Debt, (b) obligating the Parent CFB to issue, grant, extend extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such optionRight. There are no outstanding or authorized stock appreciation, warrantphantom stock, callprofit participation, right, security, commitment, Contract, arrangement or undertaking or other similar rights with respect to CFB. (civ) that give any person Except for the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of the date of this AgreementSupport Agreements, there are not any outstanding contractual obligations of no (i) voting trusts, proxies, or other agreements or understandings with respect to the Parent to repurchase, redeem or otherwise acquire any shares of capital voting stock of CFB to which CFB is a party, by which CFB is bound, or of which CFB has knowledge, or (ii) agreements or understandings to which CFB is a party, by which CFB is bound, or of which CFB has knowledge relating to the Parentregistration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any CFB capital stock.

Capital Structure. The authorized capital stock of the Parent ----------------- consists of 100,000,000 (i) 130,000,000 shares of Parent Stock, Class A Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare ("Parent Preferred Stock"). As of the date close of this Agreement business on September 22, 1997, there are (ai) 312,730 52,097,548 shares of Parent Class A Common Stock are and no shares of Parent Preferred Stock issued and outstanding; (bii) no shares of preferred stock are outstanding and (c) no 739,363 shares of Parent Class A Common Stock or preferred stock are held by in the treasury of Parent; and (iii) 8,441,164 shares of Parent in its treasuryClass A Common Stock reserved for issuance pursuant to the Employee Stock Plan, the 1993 Stock Plan for Non-Employee Directors, and the Amended and Restated 1993 Stock Plan (the "Parent Stock Plans"). Except as set forth above, no shares of capital stock or other voting equity securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that which may be issued prior pursuant to the date hereof this Agreement will be 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise boundrights. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of Parent Stock may vote (“ Voting Parent Debt”)vote. There Except as set forth above, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which it any of them is bound (a) obligating the Parent 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 interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Parent or any Voting of its subsidiaries or obligating Parent Debt, (b) obligating the Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person undertaking. Other than pursuant to the right to receive any economic benefit or right similar to or derived from Parent Stock Plans and the economic benefits and rights occurring to holders of the capital stock of the Parent. As of the date of this AgreementCitibank Equity Options Stock Buyback Program, there are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Parent 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 Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 100 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned by Parent, free and clear of any Lien.

Capital Structure. (a) The authorized capital stock of the Parent consists of 100,000,000 360,000,000 shares of Parent Common Stock, and 10,000,000 150,000 shares of preferred stock, par value $0.001 100.00 per share, and 5,000,000 shares of special stock, par value $1.12 ½ per share. As of the date of this Agreement June 30, 2004, (ai) 312,730 111,909,727 shares of Parent Common Stock are were issued and outstanding; , (bii) no shares of preferred stock are outstanding and (c) no 36,121,350 shares of Parent Common Stock or preferred stock are were held by the Parent in its treasury, (iii) 10,341,454 shares of Parent Common Stock were subject to outstanding Parent Stock Options and (vi) 4,347,586 shares of Parent Common Stock were reserved for issuance pursuant to the Parent Stock Plans. Except as set forth above, as of June 30, 2004, no shares of capital stock or other voting securities of the Parent are were issued, reserved for issuance or outstanding, and since June 30, 2004, no shares of capital stock or other voting securities of Parent were issued by Parent, except for shares of Parent Common Stock issued upon the exercise of Parent Stock Options outstanding as of June 30, 2004. There are no outstanding stock appreciation rights linked to the price of Parent Common Stock and granted under Parent Stock Plan or otherwise. All outstanding shares of the capital stock of the Parent Common Stock are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of DelawareDGCL, the Parent Charter, the Parent Bylaws By-laws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“ “Voting Parent Debt”). There Except as set forth above and except for the Parent Rights, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent or any Parent Subsidiary is a party or by which it any of them is bound (ai) obligating the Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests Equity Interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest Equity Interest in, the Parent or any Parent Subsidiary or any Voting Parent Debt, (bii) obligating the Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the ParentParent Common Stock. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any Parent Subsidiary. (b) All outstanding Parent Stock Options are evidenced by stock option award agreements. Parent has provided or made available to the ParentCompany the standard form of stock option award agreement, as well as those stock option award agreements that are materially different from the standard form of stock option award agreement.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 One Hundred Million (100,000,000) shares of Parent Stockcommon stock, par value $0.0001 per share, and 10,000,000 Ten Million (10,000,000) shares of preferred stock, par value $0.001 0.0001 per share. As , of the date of this Agreement which (ai) 312,730 23,777,000 shares of Parent Stock are issued and outstanding; , (bii) no shares of preferred stock are outstanding outstanding, and (ciii) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no No other shares of capital stock or other voting securities of the Parent are were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law of the State of DelawareFlorida Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ “Voting Parent Debt”). There Except as set forth in the Parent Disclosure Schedule, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 two hundred million (200,000,000) shares of Parent Common Stock, and 10,000,000 one million (100,000,000) shares of preferred stock, par value $0.001 0.0001 per share. As , of the date of this Agreement (a) 312,730 shares of Parent Stock which 8,901,034 and 195,501 are issued and outstanding; (b) no , respectively. Parent also has warrants outstanding for the purchase of 7,487,895 shares of preferred stock are its Common Stock, and options outstanding and (c) no for the purchase of 448,775 shares of its Common Stock. In addition, Parent Stock or preferred stock are held by has $5,072,232 in outstanding convertible debt that may be converted into no more than 12,680,580 shares of Common Stock, depending on the Parent in its treasuryconversion price. Except as set forth above, no No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent areParent, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law of the State of DelawareNevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There Except as set forth in the Parent Disclosure Schedule as of the date of this Agreement, there are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent the Acquisition Shares Stock may vote (“ “Voting Parent Debt”). There Except as set forth in the Parent Disclosure Schedule, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of Except as set forth in the date of this AgreementParent Disclosure Schedule, there are the Parent is not a party to any outstanding contractual obligations agreement granting any security holder of the Parent the right to repurchase, redeem or otherwise acquire any cause the Parent to register shares of the capital stock or other securities of the ParentParent held by such security holder under the Securities Act.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 shares 300 million Parent Shares, of which 41,825,000 Parent Stock, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this Agreement (a) 312,730 shares of Parent Stock Shares are issued and outstanding; outstanding on the date hereof (bsubject to the transactions referenced in Article VI herein). Section 5.3(b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are issuedDisclosure Schedule sets forth each subsidiary of the Parent, reserved for issuance showing the jurisdiction of its incorporation or outstandingorganization. Parent is the sole record and beneficial owner of all of the issued and outstanding equity interests of each of its subsidiaries. All outstanding shares equity interests of the capital stock Parent and each of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, its subsidiaries are 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 General Corporation Law applicable Laws of the State its jurisdiction of Delawareformation, the Parent Charter, the Parent Bylaws Constituent Instruments or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent or any of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock Shares or the capital stock of any of its subsidiaries may vote (“ Voting Parent Debt”)vote. There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which it any of them is bound (ai) obligating the Parent 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 interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debtof its subsidiaries, (bii) obligating the Parent or any of its subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the ParentParent or of any of its subsidiaries. As of the date of this Agreement, there There are not any outstanding contractual obligations of the Parent or any subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the ParentParent or any subsidiary.

Capital Structure. The authorized capital stock of the Parent Pubco consists of 100,000,000 One Hundred Million (100,000,000) shares of Parent Pubco Common Stock, par value $0.0001 per share and 10,000,000 Forty Million (40,000,000) shares of preferred stockPubco Preferred Stock, par value $0.001 per share. As of the date of this Agreement (a) 312,730 hereof, 12,500,000 shares of Parent Pubco Common Stock are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are Pubco were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Pubco are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of Delaware, the Parent Pubco Charter, the Parent Pubco Bylaws or any Contract to which the Parent Pubco is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent Pubco having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Pubco Common Stock may vote (“ Voting Parent Debt”"VOTING PUBCO DEBT"). There Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent Pubco is a party or by which it is bound (ai) obligating the Parent Pubco to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent Pubco or any Voting Parent Pubco Debt, (bii) obligating the Parent Pubco to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the ParentPubco. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent Pubco to repurchase, redeem or otherwise acquire any shares of capital stock of Pubco. Except as set forth in Schedule 4.03, the ParentPubco is not a party to any agreement granting any securityholder of the Pubco the right to cause the Pubco to register shares of the capital stock or other securities of the Pubco held by such securityholder under the Securities Act. The stockholder list to be provided at closing to Risetime shall be a current shareholder list generated by its stock transfer agent, and such list shall accurately reflect all of the issued and outstanding shares of the Pubco's Common Stock.

Capital Structure. The As of the Closing Date the authorized capital stock of the Parent consists BBLU shall consist of 100,000,000 shares of Parent Common Stock, par value $.001 per share, and 10,000,000 25,000,000 shares of preferred stock, par value $0.001 .001 per share. As of the date of this Agreement August 31, 2011 (ai) 312,730 13,807,807 shares of Parent BBLU’s Common Stock are were issued and outstanding; , (bii) no shares of preferred stock are were outstanding (although BBLU is in the process of selling and issuing up to $2 million of preferred shares, plus an over-allotment option of $1,000,000 of shares) and (cii) no shares of Parent BBLU’s Common Stock or preferred stock are held by the Parent BBLU in its treasury; and (iii) warrants to purchase an aggregate of 8,602,500 shares of Common Stock are issued and outstanding and an additional 17,782,616 warrants are reserved for issuance upon the effective date of BBLU’s registration statement. Except as set forth above, no shares of capital stock or other voting securities of the Parent are BBLU were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent BBLU are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law Nevada Revised Statutes, BBLU’s Articles of the State of DelawareIncorporation, the Parent Charter, the Parent Bylaws BBLU’s By-laws or any Contract to which the Parent BBLU or Buyer is a party or otherwise bound. There are not any bonds, debentures, notes or no other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent BBLU or Buyer is a party or by which it any of them is bound (ai) obligating the Parent BBLU or Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent DebtBuyer, (bii) obligating the Parent BBLU or Buyer to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the ParentBBLU. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent BBLU to repurchase, redeem or otherwise acquire any shares of capital stock of BBLU. BBLU is not a party to any agreement granting any security holder of BBLU the Parentright to cause the Buyer to register shares of the capital stock or other securities of BBLU held by such security holder under the Securities Act, other than the pending preferred share offering. The BBLU Shares to be issued pursuant to this Agreement as well as under the BBLU 2009 Equity Incentive Plan will, when issued, be duly authorized, validly issued, fully paid and non-assessable.

Capital Structure. The authorized share ------------------ capital stock of the Parent consists of 100,000,000 shares of Parent StockOrdinary Shares, $0.00320375 par value per share, and 10,000,000 shares of preferred stock25,000,000 Preference Shares, $0.00320375 par value $0.001 per sharevalue. As of the date of this Agreement hereof (ai) 312,730 9,742,000 shares of Parent Stock Ordinary Shares are issued and outstanding; , (bii) no shares of preferred stock Preference Shares are outstanding and (ciii) no shares of Parent Stock Ordinary Shares or preferred stock Preference Shares are held by the Parent in its treasury. Except as set forth above, no ordinary shares of capital stock or other voting securities of the Parent are were issued, reserved for issuance or outstanding. All outstanding ordinary shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law Laws of the State of DelawareCayman Islands, the Parent Charter, the Parent Bylaws Charter or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock Ordinary Shares may vote (“ "Voting Parent -------------- Debt”"). There Except as set forth above, as of the date of this ---- Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “"phantom” stock " share rights, stock share appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional ordinary shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock shares of or other equity interest in, the Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the share capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any ordinary shares of capital stock of the Parent. Except as set forth in Schedule 4.03, the Parent is ------------- not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register ordinary shares or other securities of the Parent held by such securityholder under the Securities Act.

Capital Structure. The authorized capital stock of the Parent Pubco consists of 100,000,000 Seventy-Five Million (75,000,000) shares of Parent Pubco Common Stock, and 10,000,000 shares of preferred stock, par value $0.001 0.0001 per share. As of the date of this Agreement hereof, (ai) 312,730 4,500,000 shares of Parent Pubco Common Stock are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are Pubco were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Pubco are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of Delaware, the Parent Pubco Charter, the Parent Pubco Bylaws or any Contract to which the Parent Pubco is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent Pubco having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Pubco Common Stock may vote (“ Voting Parent Debt”"VOTING PUBCO DEBT"). There Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent Pubco is a party or by which it is bound (ai) obligating the Parent Pubco to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent Pubco or any Voting Parent Pubco Debt, (bii) obligating the Parent Pubco to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the ParentPubco. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent Pubco to repurchase, redeem or otherwise acquire any shares of capital stock of Pubco. Except as set forth in Schedule 4.03, the Parent.Pubco is not a party to any agreement

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 500,000,000 shares of Parent Common Stock, par value $0.001 per share (“Parent Common Stock”), and 10,000,000 1,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this Agreement hereof (ai) 312,730 12,800,000 shares of Parent Common Stock are issued and outstanding; , (bii) no shares of preferred stock are outstanding and (ciii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of DelawareNevada, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“ “Voting Parent Debt”). There Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. Except as set forth in the Parent Disclosure Letter, the Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent’s Common Stock.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 25,000,000 shares of Parent Common Stock, and 10,000,000 shares of preferred stock, par value $0.001 per share. As par value, of the date of this Agreement (a) 312,730 which 3,644,800 shares of Parent Common Stock are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Common Stock or preferred stock are held by issuable upon the Parent in its treasuryexercise of outstanding warrants, convertible notes, options and otherwise. Except as set forth above, no shares of capital stock or other voting equity securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that which may be issued prior pursuant to the date hereof this Agreement will be be, when issued, duly authorized, validly issued, fully paid and nonassessable and and, not subject to or preemptive rights, and issued in violation compliance with all applicable state and federal laws concerning the issuance of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise boundsecurities. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of Parent Stock may vote (“ Voting Parent Debt”)vote. There Except as set forth above, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which it any of them is bound (a) obligating the Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests insecurities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or any security convertible cause to be issued, delivered or exercisable for or exchangeable into any sold, additional shares of capital stock of or other equity interest in, the securities of Parent or any Voting of its subsidiaries or obligating Parent Debt, (b) obligating the Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) 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 the capital stock of the Parentundertaking. As of the date of this Agreement, there There are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Merger Sub consists of 75,000,000 shares of common stock, par value $0.001 per share, one hundred shares of which have been validly issued, are fully paid and nonassessable, were issued in compliance with all applicable state and federal laws concerning the issuance of securities, and are owned by Parent, free and clear of any lien.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 shares of Parent Stockcommon stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this Agreement (a) 312,730 10,030,612 shares of Parent Stock common stock are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock common stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of DelawareNevada, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ “Voting Parent Debt”). There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 Two Hundred Fifty Million (250,000,000) shares of Parent Stockcommon stock, par value $0.001 per share, and 10,000,000 Ten Million (10,000,000) shares of preferred stock, par value $0.001 per share. As , of the date of this Agreement which (ai) 312,730 80,627,311 shares of Parent Stock common stock are issued and outstanding; , (bii) no shares of preferred stock are outstanding outstanding, and (ciii) no shares of Parent Stock common stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no No other shares of capital stock or other voting securities of the Parent are were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law of the State of DelawareNevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ “Voting Parent Debt”). There Except as set forth in the Parent Disclosure Schedule, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act.

Capital Structure. The (a) As of the date hereof, the authorized capital stock of the Parent consists of 100,000,000 shares of Parent Stock, Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per shareParent Preferred Stock. As of the date hereof, the authorized capital stock of this Agreement Merger Sub consists of 1,000 shares of Merger Sub Common Stock. (ab) 312,730 As of the date hereof, there are 32,661,025 shares of Parent Common Stock are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Preferred Stock currently issued and outstanding. 15,000,000 shares of Parent Common Stock are reserved for issuance in connection with stock options, restricted stock awards and other equity-based awards which may be granted under Parent’s 2006 Equity Incentive Plan and there are no currently outstanding options to purchase shares or preferred stock awards of Parent Common Stock under such equity incentive plan and no currently exercisable warrants to purchase shares of Parent Common Stock as of the date hereof. As of the date hereof, 67,338,975 shares of Parent Common Stock and no shares of Parent Preferred Stock are held by the Parent in its treasury. authorized but unissued. (c) Except as set forth abovein Section 4.8(b) or in the Parent Disclosure Schedule, there are outstanding (i) no shares of capital stock or other voting securities of the Parent, (ii) no securities of Parent are issuedor any other Person convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of Parent, reserved and (iii) no subscriptions, options, warrants, calls, rights (including preemptive rights, commitments, understandings or agreements to which Parent is a party or by which it is bound) obligating Parent to issue, deliver, sell, purchase, redeem or acquire shares of capital stock or other voting securities of Parent (or securities convertible into or exchangeable or exercisable for issuance shares of capital stock or outstanding. other voting securities of Parent) or obligating Parent to grant, extend or enter into any such subscription, option, warrant, call, right, commitment, understanding or agreement. (d) All outstanding shares of the Parent capital stock are, and, assuming the approval of the Parent areProposal by the stockholders of Parent and the filing of the Parent Charter Amendment and the Parent Certificate of Designation with the Secretary of State of Nevada under the NGCL, (when issued) the shares of Parent Common Stock and all such shares that may Parent Preferred Stock to be issued prior pursuant to the date hereof Merger and upon exercise of the GreenHunter Stock Options and GreenHunter Warrants or in exchange for the GreenHunter Preferred Stock, as the case may be, will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or any preemptive right. (e) 1,000 shares of Merger Sub Common Stock are issued in violation and outstanding, all of which are owned by Parent. All outstanding shares of capital stock and other voting securities of Merger Sub and of each of the other corporate Parent Subsidiaries are (i) validly issued, fully paid and nonassessable and not subject to any purchase option, call option, right of first refusal, preemptive right, subscription right and (ii) owned by the Parent Companies, free and clear of all Liens, claims and options of any nature (except Permitted Encumbrances). There are outstanding (y) no securities of any Parent Subsidiary or any similar right under any provision other Person convertible into or exchangeable or exercisable for shares of the General Corporation Law capital stock, other voting securities or other equity interests of the State of Delawaresuch Parent Subsidiary, the Parent Charterand (z) no subscriptions, the Parent Bylaws options, warrants, calls, rights (including preemptive rights), commitments, understandings or any Contract agreements to which the any Parent Subsidiary is a party or otherwise bound. There are not any bondsby which it is bound obligating such Parent Subsidiary to issue, debenturesdeliver, notes sell, purchase, redeem or acquire shares of capital stock, other voting securities or other indebtedness equity interests of such Parent Subsidiary (or securities convertible into or exchangeable or exercisable for shares of capital stock, other voting securities or other equity interests of such Parent Subsidiary) or obligating any Parent Subsidiary to grant, extend or enter into any such subscription, option, warrant, call, right, commitment, understanding or agreement. (f) Except as set forth in the Parent having the right to vote (Disclosure Schedule, there is no stockholder agreement, voting trust or convertible into, other agreement or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind understanding to which the Parent is a party or by which it is bound (a) obligating relating to the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional voting of any 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 Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the ParentCompanies.

Capital Structure. The authorized capital stock of the Parent Love Group consists of 100,000,000 1,000,000,000 shares of Parent Stock, and 10,000,000 shares of preferred common stock, par value $0.001 0.0001 per share. As The number of the date of this Agreement (a) 312,730 shares of Parent Stock are Love Group’s common stock issued and outstanding; (b) no outstanding is set forth in the Love Group Disclosure Letter. No shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred Love Group’s common stock are held by the Parent Love Group in its treasury. Except as set forth abovein the Love Group Disclosure Letter, no shares of capital stock or other voting securities of the Parent are Love Group were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Love Group are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of DelawareNevada Revised Statutes, the Parent Love Group Charter, the Parent Love Group Bylaws or any Contract to which the Parent Love Group is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent Love Group having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock Love Group’s common stock may vote (“ “Voting Parent Love Group Debt”). There Except as set forth in the Love Group Disclosure Letter, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent Love Group is a party or by which it is bound (a) obligating the Parent Love Group to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent Love Group or any Voting Parent Love Group Debt, (b) obligating the Parent Love Group to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the ParentLove Group. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent Love Group to repurchase, redeem or otherwise acquire any shares of capital stock of Love Group. Except as set forth in the ParentLove Group Disclosure Letter, Love Group is not a party to any agreement granting any securityholder of Love Group the right to cause Love Group to register shares of the capital stock or other securities of Love Group held by such securityholder under the Securities Act. The stockholder list provided to Lovego Holdings is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Love Group’s common stock.

Capital Structure. The authorized share capital stock of the Parent consists of 100,000,000 of: (i) One Hundred Million (100,000,000) shares of Parent Stock, common stock with 247,550 shares issued and 10,000,000 outstanding immediately prior to the execution of this Agreement; (ii) Nine Million Nine Hundred Ninety Nine (9,999,000) shares of “blank check” preferred stockstock authorized, par value $0.001 per share. As none of which is currently issued and outstanding immediately prior to the date execution of this Agreement Agreement; and (aiii) 312,730 One Thousand (1,000) shares of Parent Series A Preferred Stock are to be issued and outstanding; (b) no shares to the Member pursuant to the terms of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstandingthis Agreement. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, are duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law applicable corporate laws of the State its state of Delawareincorporation, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock Parent’s capital stock may vote (“ “Voting Parent Debt”). There As of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent’s common stock as at the Closing.

Capital Structure. The As of the date of this Agreement, the authorized capital stock of the Parent consists of 100,000,000 75,000,000 shares of Parent Common Stock, and 10,000,000 $0.001 par value, of which approximately 6,510,000 shares of preferred stock, par value $0.001 per share. As Parent Common Stock will be issued and outstanding as of the date of this Agreement (a) 312,730 shares of Parent Stock are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Common Stock or preferred stock are held by issuable upon the Parent in its treasuryexercise of outstanding warrants, convertible notes, and options and otherwise. Except as set forth above, no shares of capital stock or other voting equity securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that which may be issued prior pursuant to the date hereof this Agreement will be be, when issued, duly authorized, validly issued, fully paid and nonassessable and nonassessable, not subject to or preemptive rights, and issued in violation compliance with all applicable state and federal laws concerning the issuance of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise boundsecurities. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Parent Stock may vote (“ Voting Parent Debt”)vote. There Except as set forth above, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which it any of them is bound (a) obligating the Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock securities of or other equity interest in, the Parent or any Voting Parent Debt, (b) of its subsidiaries or obligating the Parent 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 securities of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) 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 the capital stock of the Parentundertaking. As of the date of this Agreement, there There are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Parent 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 ParentParent or any of its subsidiaries.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 shares of Parent Common Stock, $0.001 par value, of which 1,184,065 shares of Parent Common Stock are issued and outstanding. 265,182 shares of Parent Common Stock are issuable upon the exercise of outstanding warrants, convertible notes and options. 3,000,000 shares of Parent Common Stock are reserved for issuance pursuant to Stock Option Plans (the "Parent Stock Plans"). Also authorized are 10,000,000 shares of preferred stock, par value $0.001 per share. As par value, none of the date of this Agreement (a) 312,730 shares of Parent Stock are which is issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting equity securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that which may be issued prior pursuant to the date hereof this Agreement will be be, when issued, duly authorized, validly issued, fully paid and nonassessable and and, not subject to or preemptive rights, and issued in violation compliance with all applicable state and federal laws concerning the issuance of any purchase optionsecurities. Except as set forth in Schedule 3.02(c), call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There there are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of Parent Stock may vote (“ Voting Parent Debt”)vote. There Except as set forth above, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which it any of them is bound (a) obligating the Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests insecurities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or any security convertible cause to be issued, delivered or exercisable for or exchangeable into any sold, additional shares of capital stock of or other equity interest in, the securities of Parent or any Voting of its subsidiaries or obligating Parent Debt, (b) obligating the Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) 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 the capital stock of the Parentundertaking. As of the date of this Agreement, there There are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000 shares of common stock, no par value per share, 1,000 shares of which have been validly issued, are fully paid and nonassessable, were issued in compliance with all applicable state and federal laws concerning the issuance of securities, and are owned by Parent, free and clear of any lien.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 Four Billion (4,000,000,000) shares of Parent Stockcommon stock, par value $0.001 per share, and 10,000,000 Twenty Million (20,000,000) shares of preferred stock, par value $0.001 per share. As , of the date of this Agreement which (ai) 312,730 [___] shares of Parent Stock referenced on the SEC Reports are issued and outstanding; outstanding (bii) no shares of preferred stock Preferred Stock are outstanding outstanding, and (ciii) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth aboveParent also has stock purchase warrants for the purchase of [____] shares of common stock and stock options for the purchase of [____] shares of common stock, no outstanding. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law of the State of DelawareNevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ “Voting Parent Debt”). There Except as set forth in the Parent SEC Documents or the Parent Disclosure Schedule, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of Except as set forth in the date of this AgreementParent SEC Documents or the Parent Disclosure Schedule, there are the Parent is not a party to any outstanding contractual obligations agreement granting any security holder of the Parent the right to repurchase, redeem or otherwise acquire any cause the Parent to register shares of the capital stock or other securities of the ParentParent held by such security holder under the Securities Act. Prior to the Transactions, no securities of the Parent have been issued to any Person since the last filed SEC Report and prior to or immediately following the closing of the Transactions the Parent intends to undertake the Reverse Split.

Capital Structure. The As of the date of this Agreement, the authorized capital stock of the Parent consists of 100,000,000 200,000,000 shares of Parent Stock, Common Stock and 10,000,000 1,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare (the "Parent Preferred Stock"). As of the close of business on April 9, 2001, (i) 119,845,655 shares of Parent Common Stock (excluding treasury shares) were issued and outstanding, (ii) 19,336,845 shares of Parent Common Stock were held by Parent in its treasury, (iii) 13,882,690 shares of Parent Common Stock were reserved for issuance pursuant to outstanding unexercised employee stock options granted pursuant to Parent's stock option plans or otherwise and (iv) no shares of Parent Preferred Stock were issued and outstanding. As of the date of this Agreement (a) 312,730 shares of Parent Stock Agreement, there are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Parent, and no securities or other instruments or obligations of Parent the Parent value of which is in any way based upon or derived from any capital or voting stock of Parent, having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of Parent Stock may vote (“ Voting Parent Debt”)vote. There Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings no material Contracts of any kind to which the Parent is a party or by which it Parent is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security securities convertible into, or exchangeable or exercisable for or exchangeable into any for, shares of capital stock of of, or other equity interest or voting interests in, the Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, right or Contract, arrangement or undertaking or (c) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding material contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the of, or other equity or voting interests in, Parent.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 40,000,000 shares of Parent Stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this Agreement hereof (ai) 312,730 2,209,993 shares of Parent Stock are issued and outstanding; , (bii) no shares of preferred stock are outstanding and (ciii) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ “Voting Parent Debt”). There Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of Parent. Except as set forth in Section 4.25 below, Parent is not a party to any agreement granting any securityholder of Parent the right to cause Parent to register shares of the capital stock or other securities of Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent’s Common Stock.

Capital Structure. The authorized capital stock of Smack consists, immediately prior to the Parent consists Closing, of 100,000,000 (i) 70,000,000 shares of Parent Stockcommon stock, $0.001 par value per share, 27,621,237 shares of which are issued and outstanding, and 10,000,000 (ii) 5,000,000 shares of preferred stock, $0.001 par value $0.001 per share. As of the date of this Agreement (a) 312,730 , 1,000,000 shares of Parent Stock which have been designated Series A Convertible Preferred Stock, none of which are issued and outstanding; (b) no shares . No other class or series of preferred capital stock are outstanding and (c) no shares of Parent Stock is authorized or preferred stock are held by the Parent in its treasuryoutstanding. Except as set forth above, no shares of capital stock or other voting securities of the Parent are Smack were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Smack are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of DelawareNevada Revised Statutes, the Parent Smack Charter, the Parent Smack Bylaws or any Contract to which the Parent Smack is a party or otherwise bound. There are not any nol bonds, debentures, notes or other indebtedness of the Parent Smack having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock common stock of Smack may vote (“ “Voting Parent Smack Debt”). There As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent Smack is a party or by which it is bound (a) obligating the Parent Smack to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent Smack or any Voting Parent Smack Debt, (b) obligating the Parent Smack to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of Smack, other than the Parentagreement with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent Smack to repurchase, redeem or otherwise acquire any shares of capital stock of the ParentSmack.

Capital Structure. The authorized capital stock of the Parent Realco consists of 100,000,000 25,000,000 shares of Parent Stock, and 10,000,000 shares of preferred common stock, $0.00001 par value $0.001 per share. No other class or series of capital stock is authorized or outstanding. As of the date of this Agreement hereof and immediately prior to the Effective Date, (a) 312,730 18,990,000 shares of Parent Realco Stock are issued and outstanding; , and (b) no shares of preferred stock are outstanding and (c) no shares of Parent Realco Stock or preferred stock are held by the Parent Realco in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are Realco were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Realco are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of DelawareNevada Revised Statutes, the Parent Realco Charter, the Parent Realco Bylaws or any Contract to which the Parent Realco is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent Realco having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Realco Stock may vote (“ “Voting Parent Realco Debt”). There As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent Realco is a party or by which it is bound (a) obligating the Parent Realco to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent Realco or any Voting Parent Realco Debt, (b) obligating the Parent Realco to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the ParentRealco. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent Realco to repurchase, redeem or otherwise acquire any shares of capital stock of Realco. The stockholder list provided to PeerLogix or its counsel is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the Parentissued and outstanding shares of the Realco’ common stock prior to the Effective Date and prior to the forward split and share redemption described in Section 5.1(f), herein.

Capital Structure. (i) The authorized capital stock of the Parent consists of 100,000,000 10,000,000 shares of common stock, without par value ("Parent Common Stock"), and 10,000,000 1,000,000 shares of preferred stock, without par value $0.001 per share. As ("Parent Preferred Stock"), of the date of this Agreement (a) 312,730 which 4,209,090 shares of Parent Common Stock are issued outstanding, 100,000 shares of Common Stock are reserved for issuance under Parent's 1996 Employee Stock Ownership Incentive Plan and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, There are no shares of capital stock or other voting securities of the Parent are issuedPreferred Stock outstanding, reserved for issuance or outstandingheld by Parent in its treasury. (ii) No Voting Debt of Parent is issued or outstand ing. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, Common Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued preemptive rights. (iii) Except as set forth 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 General Corporation Law of the State of Delaware, the Parent CharterSEC Documents (as defined in Section 3.2(d)) or the letter dated and delivered to the Company on the date hereof (the "Parent Letter"), which relates to this Agreement and is designated therein as the Parent Bylaws or any Contract to which the Parent Letter, there is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such no option, warrant, call, right (including any preemptive right), securitycommitment or any other agreement of any character that Parent or any Subsidiary is a party to, commitmentor may be bound by, Contractrequiring it to issue, arrangement transfer, sell, purchase or undertaking redeem any shares of capital stock, any Voting Debt, or (c) that give any person securities or rights convertible into, exchangeable for, or evidencing the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire subscribe for any shares of capital stock of Parent 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 Parent's Subsidiaries or (excepting loans made in the ordinary course of a commercial banking business) any other Person. (iv) Except as set forth in the Parent SEC Documents or the Parent Letter, and except for this Agreement, there is no voting trust or other agreement or understanding to which Parent or any Subsidiary is a party, or may be bound by, with respect to the voting of the capital stock of Parent or any Subsidiary. (v) Since December 31, 1994, except as set forth in the Parent SEC Documents or the Parent Letter, Parent 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 Parent or any Subsidiary; (B) repurchased, redeemed or otherwise acquired, directly or indirectly through any Subsidiary, any shares of capital stock of Parent or any Subsidiary (other than the acquisition of trust account shares); or (C) declared, set aside, made or paid to shareholders of Parent dividends or other distributions on the outstanding shares of capital stock of Parent, other than regular quarterly cash dividends.

Capital Structure. The authorized capital stock of the Parent ANC consists of 100,000,000 One Million (1,000,000) shares of Parent Stockcommon stock without par value, and 10,000,000 shares all of preferred stock, par value $0.001 per share. As of the date of this Agreement (a) 312,730 shares of Parent Stock are which is issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent Shareholder in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. amounts indicated on Annex B. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, ANC are 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 General Corporation Law of the State of Delawareany applicable corporate Laws, the Parent CharterANC’s charter documents, the Parent Bylaws or any Contract to which the Parent is ANC Companies are a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent ANC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock capital stock of ANC may vote (“ “Voting Parent ANC Debt”). There As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent ANC is a party or by which it is bound (a) obligating the Parent ANC to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent ANC or any Voting Parent ANC Debt, (b) obligating the Parent ANC to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the ParentANC. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent ANC to repurchase, redeem or otherwise acquire any shares of capital stock of ANC. No further approval or authorization of any stockholder, the ParentBoard of Directors or others is required for the sale of ANC Stock. There are no stockholders agreements, voting agreements or other similar agreements with respect to ANC’s capital stock to which ANC is a party or between or among any of ANC’s stockholders.

Capital Structure. The authorized capital stock of the Parent HJH consists of 100,000,000 300,000,000 shares of Parent Stockcommon stock, $0.001 par value, 21,000 shares of Series A Preferred stock, and 10,000,000 9,979,000 shares of undesignated preferred stock, par value $0.001 per sharepar value. As of the date of this Agreement hereof (a) 312,730 25,646,667 shares of Parent Stock HJH’s common stock are issued and outstanding; , (b) no 21,000 shares of preferred stock are outstanding issued and outstanding, and (c) no shares of Parent Stock HJH’s common stock or preferred stock are held by the Parent HJH in its treasury. Except as set forth above, no No shares of capital stock or other voting securities of the Parent are HJH were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent HJH are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of DelawareDelaware general corporation law, the Parent HJH Charter, the Parent HJH Bylaws or any Contract to which the Parent HJH is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent HJH having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock HJH’s common stock may vote (“ “Voting Parent HJH Debt”). There As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent HJH is a party or by which it is bound (a) obligating the Parent HJH to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent HJH or any Voting Parent HJH Debt, (b) obligating the Parent HJH to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the ParentHJH. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent HJH to repurchase, redeem or otherwise acquire any shares of capital stock of HJH. HJH is not a party to any agreement granting any securityholder of HJH the Parentright to cause HJH to register shares of the capital stock or other securities of HJH held by such securityholder under the Securities Act. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance of the HJH Stock. There are no stockholders agreements, voting agreements or other similar agreements with respect to HJH’s capital stock to which HJH is a party or, to the knowledge of HJH, between or among any of the HJH’s stockholders.

Capital Structure. The (a) As of the date hereof, the authorized capital stock of Parent (the "Parent Capital Stock") consists of 100,000,000 3,000,000 shares of Parent Preferred Stock, and 10,000,000 shares of preferred stock, par value $0.001 0.01 per share (the "Parent Preferred Stock") and 30,000,000 shares of Parent Common Stock, par value $0.01 per share. As of the date of this Agreement hereof, (ai) 312,730 14,853,512 shares of Parent Common Stock are issued and outstanding; (b) no shares , all of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, which were validly issued, fully paid and nonassessable nonassessable, and not subject free of preemptive rights; (ii) no shares of Parent Preferred Stock are outstanding; (iii) 727,138 shares were reserved for issuance to employees pursuant to the 1989 Key Employee Stock Option Plan; (iv) 1,969,250 shares were reserved for issuance to employees pursuant to the 1999 Stock Option Plan (together with the 1989 Key Employee Stock Option Plan, the "Parent Incentive Plans"); and (v) no shares were reserved for issuance pursuant to warrants. As of the date hereof, no shares of Parent Capital Stock are held in Parent's treasury. Stock options granted by Parent pursuant to Parent Incentive Plans are collectively referred to herein as "Parent Options". To Parent's knowledge, there is no basis for any claim against Parent or issued Acquisition Sub by any current or former holder of Parent Capital Stock with respect to the transactions contemplated by this Agreement, the Escrow Agreement or the Registration Rights Agreement. (b) Except as set forth in violation of any purchase Section 2.2(b) or the Parent SEC Documents filed prior to the date hereof, there is no (i) option, call optionwarrant, call, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract agreement to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it Parent is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock Parent Capital Stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock securities of or other equity interest in, the Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, right or similar agreement; (ii) outstanding security, commitmentinstrument or obligation that is or may become convertible into or exchangeable for any shares of Parent Capital Stock or other securities of Parent; (iii) rights agreement, Contract, arrangement stockholder rights plan (or undertaking similar plan commonly referred to as a "poison pill"); or (civ) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any person Person to the right effect that such Person is entitled to acquire or receive any economic benefit shares of Parent Capital Stock or right similar to or derived from the economic benefits and rights occurring to holders other securities of the capital stock of the Parent. As All outstanding Parent Options, all outstanding shares of the date of this Agreement, there are not any Parent Capital Stock and all outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of each Subsidiary of Parent have been granted and issued, and all Parent Options and shares of Parent Capital Stock to be granted and issued pursuant to the ParentParent Incentive Plans prior to the Closing will be granted and issued, in compliance with (i) all applicable securities laws and other applicable legal requirements, and (ii) all requirements set forth in applicable contracts. (c) Except as set forth in Section 2.2(c) or the Parent SEC Documents filed prior to the date hereof, of the Parent Disclosure Schedule, Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 (i) 400,000,000 shares of Parent Stock, Common Stock and 10,000,000 (ii) 1,000,000 shares of preferred stock, par value $0.001 0.0001 per share. As , (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”), of the date of this Agreement (a) 312,730 which 27,000,000 shares of Parent Common Stock are issued and outstanding; (b) , no shares of preferred stock Parent Preferred Stock are outstanding issued and outstanding, and (cii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. There are issued and outstanding warrants to purchase 44,000,000 shares of Parent Common Stock (“Parent Warrants”) and an option issued to Wedbush ▇▇▇▇▇▇ Securities Inc. to purchase 1,000,000 units, each unit consisting of one share of Parent Common Stock and two Parent Warrants. 47,000,000 shares of Parent Common Stock are reserved for issuance upon exercise of such warrants and such option. Except as set forth above, no shares of capital stock or other voting securities of the Parent are were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, Capital Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to nonassessable. Except as set forth above 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness Section 4.03 of the Parent having Disclosure Letter, as of the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders date of Parent Stock may vote (“ Voting Parent Debt”). There this Agreement there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractscontracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent DebtParent, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking or (ciii) that give any person Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the ParentParent Capital Stock. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of Parent Capital Stock. The Stock Consideration to be issued by Parent in connection with the ParentTransaction, upon issuance in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 Four Billion (4,000,000,000) shares of Parent Stock, and 10,000,000 shares of preferred common stock, par value $0.001 per share. As share of the date of this Agreement (a) 312,730 which 147,456,676 shares of Parent Stock referenced on the SEC Reports are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth aboveParent also has no issued and outstanding stock purchase warrants for the purchase of shares of common stock and no stock options for the purchase of shares of common stock, no outstanding. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law of the State of DelawareNevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ “Voting Parent Debt”). There Except as set forth in the Parent SEC Documents or the Parent Disclosure Schedule, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of Except as set forth in the date of this AgreementParent SEC Documents or the Parent Disclosure Schedule, there are the Parent is not a party to any outstanding contractual obligations agreement granting any security holder of the Parent the right to repurchase, redeem or otherwise acquire any cause the Parent to register shares of the capital stock or other securities of the ParentParent held by such security holder under the Securities Act. Prior to the Transactions, no securities of the Parent have been issued to any Person since the last filed SEC Report and prior to or immediately following the closing of the Transactions the Parent intends to undertake the Reverse Split.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 25,000,000 shares of Parent Common Stock, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this Agreement There are (ai) 312,730 723,546 shares of Parent Common Stock are issued and outstanding; , (bii) no outstanding options which entitle their holder to purchase 150,000 shares of preferred stock are outstanding Parent Common Stock at an exercise price of $1.00 per share, and (ciii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth aboveabove and the shares of Parent capital stock to be issued in connection with the Financing and pursuant to the IP Purchase Agreement, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to or in connection with the date hereof Closing 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise boundright. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“ “Voting Parent Debt”). There Except as set forth above, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there There are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of Parent. Except for any registration rights to be provided to the Parentinvestors and selling broker-dealers in the Financing, Parent is not a party to any agreement granting any securityholder of Parent the right to cause Parent to register shares of the capital stock or other securities of Parent held by such securityholder under the Securities Act.

Capital Structure. The authorized capital stock of the Parent SSKY consists of 100,000,000 shares of Parent Stock, and 10,000,000 shares of preferred stock, par value $0.001 per share225,000,000 SSKY Shares. As of November 2, 2010, (A) 80,583,239 SSKY Shares are issued and outstanding. Since the date of this Agreement (a) 312,730 shares of Parent Stock are Agreement, SSKY has not issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasurySSKY Shares. Except as set forth above, no shares of capital stock or other voting securities of the Parent SSKY are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, SSKY are 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise boundright. There are not any no bonds, debentures, notes or other indebtedness of the Parent SSKY having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock SSKY Shares may vote (“ “Voting Parent SSKY Debt”). Except as set forth on the SSKY Disclosure Letter, There are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent SSKY is a party or by which it is bound (ai) obligating the Parent SSKY to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent SSKY or any Voting Parent SSKY Debt, (bii) obligating the Parent SSKY to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the ParentSSKY. As of the date of this Agreement, there There are not any no outstanding contractual obligations of the Parent SSKY to repurchase, redeem or otherwise acquire any shares of capital stock of SSKY. SSKY is not a party to any agreement granting any securityholder of SSKY the Parentright to cause SSKY to register shares of the capital stock or other securities of SSKY held by such securityholder under the Act. At the Effective Time, SSKY shall deliver to ecoTECH a certified stockholder list generated by its stock transfer agent which shall accurately reflect all of the issued and outstanding SSKY Shares.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 70,000,000 shares of Parent Common Stock, $0.001 par value, of which 25,645,000 shares of Parent Common Stock are issued and 10,000,000 outstanding. There are no convertible notes, options and otherwise instruments outstanding. Immediately after the Effective Time of the Merger, 16,000,000 shares of Parent Common Stock held by ▇▇ ▇▇▇▇▇▇▇▇▇ shall be automatically cancelled, further to a separate Share Cancellation Agreement. Also authorized are 5,000,000 shares of preferred stock, par value $0.001 per share. As par value, none of the date of this Agreement (a) 312,730 shares of Parent Stock are which is issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by , prior to the Parent in its treasuryMerger. Except as set forth above, no shares of capital stock or other voting equity securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that which may be issued prior pursuant to the date hereof this Agreement will be be, when issued, duly authorized, validly issued, fully paid and nonassessable and and, not subject to or preemptive rights, and issued in violation compliance with all applicable state and federal laws concerning the issuance of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise boundsecurities. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of Parent Stock may vote (“ Voting Parent Debt”)vote. There Except as set forth above, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which it any of them is bound (a) obligating the Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests insecurities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or any security convertible cause to be issued, delivered or exercisable for or exchangeable into any sold, additional shares of capital stock of or other equity interest in, the securities of Parent or any Voting of its subsidiaries or obligating Parent Debt, (b) obligating the Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) 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 the capital stock of the Parentundertaking. As of the date of this Agreement, there There are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, 1,000 shares of which have been validly issued, are fully paid and nonassessable, were issued in compliance with all applicable state and federal laws concerning the issuance of securities, and are owned by Parent, free and clear of any lien.

Capital Structure. The As of the Closing, Parent’s authorized capital stock will consist of the Parent consists of (a) 100,000,000 shares of Parent Stock, and 10,000,000 shares of preferred common stock, $.0001 no par value $0.001 per share. As , authorized, of the date of this Agreement (a) 312,730 which 7,075,000 shares of Parent Stock are issued and outstanding, 6,000,000 of which are freely tradable without any restrictions or Encumbrances and 1,075,000 of which are restricted under the Securities Act, (i) with each holder thereof being entitled to cast one vote for each share held on all matters properly submitted to the shareholders for their vote; and (ii) there being no pre-preemptive rights and no cumulative voting; and (b) no shares of preferred stock are outstanding and (c) or any other class of security. The recent cancellation of 8 million shares of common stock by Parent was duly authorized. Parent has no shares reserved for issuance pursuant to a stock option plan or pursuant to securities exercisable for, or convertible into or exchangeable for shares of Parent Stock or preferred stock are held by common stock. All of the Parent in its treasury. Except as set forth above, no issued and outstanding shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and not nonassessable. No shares of capital stock of Parent are subject to preemptive rights or issued in violation of any purchase optionother similar rights. There are (i) no outstanding options, call optionwarrants, right scrip, rights to subscribe for, puts, calls, rights of first refusal, preemptive rightagreements, subscription right or any similar right under any provision of the General Corporation Law of the State of Delawareunderstandings, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes claims or other indebtedness commitments or rights of the Parent having the right to vote (or convertible intoany character whatsoever relating to, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any options, warrants, rights, or rights convertible into or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or arrangements by which Parent is or may become bound to issue additional shares of capital stock of Parent, (ii) no agreements or arrangements under which the ParentParent is obligated to register the sale of any of its or their securities under the Securities Act, and (iii) no anti-dilution or price adjustment provisions contained in any security issued by Parent (or any agreement providing any such rights).

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 One Hundred Million (100,000,000) shares of Parent Stockcommon stock, par value $0.0001 per share, and 10,000,000 One Hundred Million (100,000,000) shares of preferred stock, par value $0.001 0.0001 per share. As , of the date of this Agreement which (ai) 312,730 34,100,000 shares of Parent Stock are issued and outstanding; (bii) no shares of Parent preferred stock are issued and outstanding and (ciii) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no Parent does not have any stock purchase warrants or stock options outstanding. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law of the State of DelawareNevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ “Voting Parent Debt”). There As of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there are The Parent is not a party to any outstanding contractual obligations agreement granting any security holder of the Parent the right to repurchase, redeem or otherwise acquire any cause the Parent to register shares of the capital stock or other securities of the ParentParent held by such security holder under the Securities Act.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 75,000,000 shares of Parent Common Stock, and 10,000,000 shares of preferred stock, par value $0.001 per share. As par value, of the date of this Agreement (a) 312,730 which there are 7,873,750 common shares of Parent Common Stock are issued and outstanding; (b) no shares of preferred stock . There are outstanding and (c) no shares of Parent Common Stock or preferred stock that are held by issuable upon the Parent in its treasury. Except as set forth aboveexercise of outstanding warrants, no shares of capital stock or other voting securities of the Parent are issuedconvertible notes, reserved for issuance or outstandingoptions and otherwise. All outstanding shares of the capital stock of the Parent are, and all such shares that which may be issued prior pursuant to the date hereof this Agreement will be be, when issued, duly authorized, validly issued, fully paid and nonassessable and non-assessable and, not subject to or preemptive rights, and issued in violation compliance with all applicable state and federal laws concerning the issuance of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise boundsecurities. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of Parent Stock may vote (“ Voting Parent Debt”)vote. There Except as set forth above, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which it any of them is bound (a) obligating the Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests insecurities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or any security convertible cause to be issued, delivered or exercisable for or exchangeable into any sold, additional shares of capital stock of or other equity interest in, the securities of Parent or any Voting of its subsidiaries or obligating Parent Debt, (b) obligating the Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) 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 the capital stock of the Parentundertaking. As of the date of this Agreement, there There are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, par value $0.001 per share, 390,000 shares of which have been validly issued, are fully paid and non-assessable, were issued in compliance with all applicable state and federal laws concerning the issuance of securities, and are owned by Parent, free and clear of any lien.

Capital Structure. (i) The authorized capital stock of the Parent consists of 100,000,000 10,000,000 shares of common stock, without par value ("Parent Common Stock"), and 10,000,000 1,000,000 shares of preferred stock, without par value $0.001 per share. As ("Parent Preferred Stock"), of the date of this Agreement (a) 312,730 which 4,209,090 shares of Parent Common Stock are issued outstanding, 100,000 shares of Common Stock are reserved for issuance under Parent's 1996 Employee Stock Ownership Incentive Plan and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, There are no shares of capital stock or other voting securities of the Parent are issuedPreferred Stock outstanding, reserved for issuance or held by Parent in its treasury. (ii) No Voting Debt of Parent is issued or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, Common Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued preemptive rights. (iii) Except as set forth 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 General Corporation Law of the State of Delaware, the Parent CharterSEC Documents (as defined in Section 3.2(d)) or the letter dated and delivered to the Company on the date hereof (the "Parent Letter"), which relates to this Agreement and is designated therein as the Parent Bylaws or any Contract to which the Parent Letter, there is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such no option, warrant, call, right (including any preemptive right), securitycommitment or any other agreement of any character that Parent or any Subsidiary is a party to, commitmentor may be bound by, Contractrequiring it to issue, arrangement transfer, sell, purchase or undertaking redeem any shares of capital stock, any Voting Debt, or (c) that give any person securities or rights convertible into, exchangeable for, or evidencing the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire subscribe for any shares of capital stock of Parent 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 Parent's Subsidiaries or (excepting loans made in the ordinary course of a commercial banking business) any other Person. (iv) Except as set forth in the Parent SEC Documents or the Parent Letter, and except for this Agreement, there is no voting trust or other agreement or understanding to which Parent or any Subsidiary is a party, or may be bound by, with respect to the voting of the capital stock of Parent or any Subsidiary. (v) Since December 31, 1994, except as set forth in the Parent SEC Documents or the Parent Letter, Parent 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 Parent or any Subsidiary; (B) repurchased, redeemed or otherwise acquired, directly or indirectly through any Subsidiary, any shares of capital stock of Parent or any Subsidiary (other than the acquisition of trust account shares); or (C) declared, set aside, made or paid to shareholders of Parent dividends or other distributions on the outstanding shares of capital stock of Parent, other than regular quarterly cash dividends.

Capital Structure. (i) The authorized capital stock of the Parent Newco consists of 100,000,000 shares of Parent Stock, Common Stock and 10,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare (“Preferred Stock”). As of the date of this Agreement (a) 312,730 hereof, 1,000 shares of Parent Common Stock are were issued and outstanding and no shares of Preferred Stock were issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities All of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, Common Stock are duly authorized and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase optionare owned by the Company. Except as set forth above and except as contemplated by this Agreement, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision as of the General Corporation Law date hereof, (a) there are no shares of the State capital stock of Delaware, the Parent Charter, the Parent Bylaws Newco issued or any Contract to which the Parent is a party or otherwise bound. There outstanding; (b) there are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any no existing options, warrants, calls, preemptive rights, convertible subscription or exchangeable securities, “phantom” stock other rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings commitments of any kind character, relating to which the Parent is a party issued or by which it is bound (a) unissued capital stock of Newco, obligating the Parent Newco to issue, deliver transfer, redeem, purchase or sell, sell or cause to be issued, delivered transferred, redeemed, purchased or sold, 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 Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire sold any shares of capital stock of Newco or to otherwise make any payment in respect of any such shares; and (c) there are no rights, agreements or arrangements of any character which provide for any stock appreciation or similar right or grant any right to share in the Parentequity, income, revenue or cash flow of Newco. (ii) All of the issued and outstanding membership interests of Merger Sub are, and prior to the Effective Time will be, owned by Newco, and there are (i) no other equity interests in Merger Sub, (ii) no securities of Merger Sub convertible into or exchangeable for membership or other equity interests of Merger Sub and (iii) no options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any membership or other equity interests, or securities convertible into or exchangeable for membership or other equity interests stock, of Merger Sub. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capital Structure. The authorized capital stock of the (a) Parent consists of 100,000,000 has 75,000,000 shares of Parent StockCommon Stock authorized, of which 57,600,000 shares are issued and 10,000,000 outstanding as of the close of business on the day prior to the date hereof. Parent has no authorized shares of preferred stock, par value $0.001 per share. As of the date of this Agreement (a) 312,730 No shares of Parent Common Stock are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its Parent’s treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, Common Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or were issued in violation compliance with all applicable federal and state securities laws. (b) Parent Disclosure Schedule includes a list detailing every Parent Stockholder and the number of any purchase shares of Parent Common Stock owned by such holder. (c) The shares of Parent Common Stock issuable as Exchange Shares, upon issuance on the terms and conditions contemplated in this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. (d) There is no existing option, call optionwarrant, call, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract contract to which the Parent is a party requiring, and there are no equity interests in Parent outstanding which upon conversion or otherwise bound. There exchange would require, the issuance, sale or transfer of any additional shares of Parent Common Stock or other equity securities in Parent or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of Parent Common Stock or other equity securities in Parent. (e) (i) None of the outstanding shares of Parent Common Stock are not entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Parent Common Stock are subject to any right of first refusal in favor of Parent; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Parent Acquiring Companies having the a right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Parent Stock may vote Stockholders have a right to vote; (“ Voting Parent Debt”). There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind iv) there is no Contract to which the Parent is Acquiring Companies are a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock. None of the Acquiring Companies is under any obligation or is bound by any Contract pursuant to which it is bound (a) obligating the Parent to issuemay become obligated, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the ParentParent Common Stock or other securities.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 Seven Hundred Million (700,000,000) shares of Parent Common Stock, and 10,000,000 Ten Million (10,000,000) shares of preferred stock, par value $0.001 per share. As , of the date of this Agreement which (ai) 312,730 99,715,566 shares of Parent Common Stock are issued and outstanding; outstanding (bii) no shares of preferred stock Preferred Stock are outstanding outstanding, and (ciii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth aboveParent also has stock purchase warrants for the purchase of 62,500 shares of Parent Common Stock, no 50,000,000 shares of Parent Common Stock reserved for issuance under existing stock incentive plans and stock options for the purchase of 11,555,000 shares of Parent Common Stock, outstanding, of which options to purchase 7,800,000 shares of Parent Common Stock will be cancelled in connection with the transactions contemplated by this Agreement. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent, including the Parent Stock, are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 General Corporation Law of the State of DelawareNevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ “Voting Parent Debt”). There Except for the transactions described in Section 4.23, or as set forth in the Parent SEC Documents or the Parent Disclosure Schedule, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of Except as set forth in the date of this AgreementParent SEC Documents or the Parent Disclosure Schedule, there are the Parent is not a party to any outstanding contractual obligations agreement granting any security holder of the Parent the right to repurchase, redeem or otherwise acquire any cause the Parent to register shares of the capital stock or other securities of the ParentParent held by such security holder under the Securities Act. The Parent Disclosure Schedule includes a true and correct pro-forma capitalization table of the Company: (i) immediately prior to consummation of the Merger contemplated by this Agreement and after giving effect to, among other transactions involving Parent Common Stock the transactions provided for in Section 4.23 hereof and outstanding options and warrants; and (ii) immediately after consummation of the Merger after which Seller will own 50% of the issued and outstanding shares of Parent Common Stock.

Capital Structure. (a) The authorized capital stock of the Parent Company consists of 100,000,000 200,000,000 shares of Parent Stock, Common Stock and 10,000,000 20,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this Agreement (a) 312,730 July 20, 2017, 124,597,673 shares of Parent Common Stock are were issued and outstanding; (b) , no shares of preferred stock are outstanding were issued and (c) no outstanding, and 9,748,168 shares of Parent Common Stock or preferred stock were reserved for issuance pursuant to the equity grants outstanding under Equity Compensation Plans. No shares of Common Stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities any Subsidiary of the Parent are issuedCompany. Since July 20, 2017 to the date of this Agreement, there have been no issuances of Equity Securities other than securities that were reserved for issuance or outstandingpursuant to the Equity Compensation Plans. All issued and outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, Company are duly authorized, validly issued, fully paid and nonassessable non-assessable, 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 no class of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract Company’s capital stock is entitled to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes preemptive or other indebtedness similar rights. (b) Except for the Equity Securities issued or reserved for issuance pursuant to the Equity Compensation Plans and as contemplated by this Agreement, and the shares of Common Stock issuable pursuant to the Parent having litigation settlement described in the right to vote (or convertible intoCompany’s Current Report on Form 8-K filed with the SEC on July 20, or exchangeable for2017, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There there are not any no securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Parent Company is a party or by which it is bound (a) obligating the Parent Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock Equity Securities or other equity interests in, securities of the Company or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (b) obligating the Parent Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) 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 the capital stock of the Parentundertaking. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Parent Company to repurchase, redeem or otherwise acquire any shares of capital stock Equity Securities or other securities of the ParentCompany.

Capital Structure. (a) The authorized capital stock of the Parent consists of 100,000,000 shares of Parent Stock, Common Stock and 10,000,000 100,000,000 shares of preferred Parent Preferred stock, $0.001 par value $0.001 per share(“Parent Preferred Stock”). As of the date of this Agreement Agreement, (aA) 312,730 3,357,830 shares of Parent Common Stock are issued and outstanding; (b) no shares of preferred stock are outstanding , and (cB) no shares of Parent Preferred Stock are issued and outstanding. Since the date of this Agreement, the Parent has not issued any shares of Parent Common Stock or preferred stock are held by the Parent in its treasuryPreferred Stock. Except as set forth above, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, are 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise boundright. There are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“ “Voting Parent Debt”). There are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there There are not any no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of Parent. The Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. At the Closing, Parent shall deliver to the Company a certified stockholder list generated by its stock transfer agent which shall accurately reflect all of the issued and outstanding shares of the Parent’s Common Stock. (b) The authorized capital stock of the Acquisition Sub consists of (i) 100,000,000 shares of common stock, par value $0.001 per share, of which 100,000 shares are issued and outstanding and held by Parent and (ii) 1000,000,000 shares of preferred stock, par value $0.001 per share, of which no shares are issued and outstanding.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 40,000,000 shares of Parent Common Stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this Agreement hereof (ai) 312,730 500,000 shares of Parent Common Stock are issued and outstanding; , (bii) no shares of preferred stock are outstanding and (ciii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“ "Voting Parent Debt”"). There Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of Parent. Except as set forth in Schedule 4.03, the Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. The stockholder list to be provided at closing to the Company shall be a current shareholder list generated by its stock transfer agent, and such list shall accurately reflect all of the issued and outstanding shares of the Parent's Common Stock.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 500,000,000 shares of Parent Common Stock, $0.001 par value per share, and 10,000,000 shares of preferred stock, par value $0.001 per sharepar value. As of the date of this Agreement hereof (ai) 312,730 990,100 shares of Parent Common Stock are issued and outstanding; , (bii) no shares of preferred stock are outstanding and (ciii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of DelawareNevada, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There As of December 31, 2006, Parent had issued a convertible note in the amount of $99,896 (“Convertible Note”) to Fountainhead Capital Partners Limited. The Convertible Note bears interest at a rate of 3% per annum, is due on December 31, 2007 and is convertible by the holder at any time prior to maturity into a number of shares of Parent Common Stock to be determined by Parent’s board of directors. The Convertible Note shall have been fully converted into 702,132 shares of Parent Common Stock pursuant to a Convertible Note Conversion Agreement with the holder at or prior to the Closing. Other than the Convertible Note, there are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“ “Voting Parent Debt”). There Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of Parent. Except as set forth in Schedule 4.03, the Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. The stockholder list to be provided at closing to the Company shall be a current shareholder list generated by its stock transfer agent, and such list shall accurately reflect all of the issued and outstanding shares of the Parent’s Common Stock.

Capital Structure. The (a) As of the date hereof, the authorized capital stock of the Parent Buyer consists of 100,000,000 50,000,000 shares of Parent Stock, and 10,000,000 shares of preferred common stock, .001 par value $0.001 per sharevalue. As of the date of this Agreement (a) 312,730 Closing, 1,053,295 shares of Parent Stock are common stock were issued and outstanding; (b) no . Schedule 4.9 is the shareholder list of Buyer at the time of Closing. No shares of preferred common stock are outstanding and (c) no shares of Parent Stock or preferred stock are were held by the Parent Buyer in its treasury. Except as set forth aboveThe Buyer has no outstanding stock options, no stock appreciation rights, phantom units, profit participation or similar rights with respect to the Buyer. No shares of capital stock or other equity or voting securities of the Parent Buyer are issued, reserved for issuance or are outstanding. All of the issued and outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, Buyer are duly authorized, validly issued, fully paid and nonassessable non-assessable and have not subject to or been issued in violation of any purchase optionpreemptive rights or in violation of state or federal securities laws, call optionand there are no preemptive rights with respect thereto. No capital stock has been issued by the Buyer since the Buyer Balance Sheet Date. Except as set forth above, right of first refusal, preemptive right, subscription right or any similar right under any provision as of the General Corporation Law of the State of Delawaredate hereof there are no outstanding or authorized securities, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractspreemptive rights, arrangements agreements, arrangements, or undertakings of any kind to which the Parent Buyer is a party party, or by which it is bound (a) bound, obligating the Parent Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock or other equity or voting securities of, or other ownership interests in, the Buyer or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (b) obligating the Parent Buyer to issue, grant, extend extend, or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement arrangement, or undertaking undertaking. There are not as of the date of this Agreement and there will not be at the Closing Date any shareholder agreements, voting trusts or (c) that give other agreements or understandings to which the Buyer is a party or by which it is bound relating to the voting of any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders shares of the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any Buyer. (b) The shares of capital stock of the ParentBuyer constitute all of the issued and outstanding shares of capital stock or other ownership interests of the Buyer. Except for the purchase and sale of the Buyer Common Stock pursuant to this Agreement, there are no outstanding claims, options, or other rights of any Person to purchase from Buyer, and no contracts or commitments providing for the granting of rights to acquire, any of the Buyer Common Stock. There are no claims pending or, to the Knowledge of Buyer, threatened, against the Buyer that concern or affect title to the Buyer Common Stock, or that seek to compel the issuance of capital stock or other securities of the Buyer. (c) There are no outstanding obligations in connection with the redemption by the Buyer of any of the previously issued and outstanding shares of capital stock of the Buyer.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 shares of Parent Common Stock, par value $0.0001 per share, and 10,000,000 50,000,000 shares of preferred stock, par value $0.001 0.0001 per share. As of the date of this Agreement hereof (ai) 312,730 1,800,000 shares of Parent Common Stock are issued and outstanding; , (bii) no shares of preferred stock are outstanding and (ciii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof 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 General Corporation Law of the State of DelawareNevada, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“ “Voting Parent Debt”). There Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of Parent. Except as set forth in the ParentCompany Disclosure Letter, Parent is not a party to any agreement granting any security holder of Parent the right to cause Parent to register shares of the capital stock or other securities of Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current shareholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 One Hundred Million (100,000,000) shares of Parent Stock, and 10,000,000 shares of preferred common stock, par value $0.001 0.0001 per share. As , of the date of this Agreement which One Million Six Hundred Forty Thousand (a1,640,000) 312,730 shares of Parent Stock are issued and outstanding; outstanding (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by before giving effect to the Parent in its treasuryissuances to be made at Closing). Except as set forth above, no No other shares of capital stock or other voting securities of the Parent are were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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 Delaware General Corporation Law of the State of DelawareLaw, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ “Voting Parent Debt”). There Except in connection with the Transactions, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ai) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent or any Voting Parent Debt, (bii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parent. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The (a) As of the date hereof, the authorized capital stock of the Parent Computer Sciences GS consists solely of 100,000,000 751,000,000 shares of Parent Stockcapital stock, of which 750,000,000 are classified as Computer Sciences GS Common Stock and 10,000,000 shares of 1,000,000 are classified as preferred stock, par value $0.001 per share. As of the date of this Agreement (a) 312,730 hereof, 1,000 shares of Parent Computer Sciences GS Common Stock (excluding treasury shares) are issued and outstanding; (b) no . All of the issued and outstanding shares of preferred Computer Sciences GS Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. As of the date hereof, except for shares issuable pursuant to this Agreement, in connection with a Permitted Acquisition or pursuant to any equity incentive plan of CSC that will be assumed by Computer Sciences GS in accordance with the Employee Matters Agreement: (i) there are no outstanding options, warrants, conversion rights, “phantom” stock are outstanding and rights, stock appreciation rights, redemption rights, repurchase rights, calls, subscriptions, claims of any character, agreements, arrangements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to Computer Sciences GS Common Stock or any capital stock equivalent or other nominal interest in Computer Sciences GS or any Computer Sciences GS Subsidiary which relate to Computer Sciences GS or any Computer Sciences GS Subsidiary (c“Computer Sciences GS Equity Interests”) no pursuant to which Computer Sciences GS or any Computer Sciences GS Subsidiary is or may become obligated to sell or issue shares of Parent Stock its capital stock or preferred stock are held by the Parent in its treasury. Except as set forth aboveother equity interests or any securities convertible into or exchangeable for, no or evidencing or giving any Person a right to subscribe for or acquire, any shares of capital stock or other voting securities equity interests of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof 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 Computer Sciences GS or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws its Subsidiaries or any Contract to which the Parent is a party or otherwise bound. There are not any outstanding bonds, debentures, notes or other indebtedness Indebtedness of the Parent Computer Sciences GS or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) with Computer Sciences GS's stockholders on any matters on matter and no securities or obligations evidencing such rights are authorized, issued or outstanding; and (ii) there are no outstanding obligations of Computer Sciences GS to repurchase, redeem or otherwise acquire any outstanding securities of Computer Sciences GS Equity Interests. Except pursuant to this Agreement and any equity incentive plan of Computer Sciences GS or any of its Subsidiaries, immediately following the Mergers there will be no Contracts or commitments relating to the issuance, sale, transfer or voting of any equity securities or other securities of Computer Sciences GS or its Subsidiaries. (b) The equity interests of Merger Sub Inc. consist solely of 100 shares of capital stock, all of which holders are classified as Merger Sub Inc. Common Stock. As of Parent the Closing Date, all issued and outstanding shares of Merger Sub Inc. Common Stock may vote (“ Voting Parent Debt”)will be held by Computer Sciences GS. There are not any no outstanding options, warrants, rights, calls, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to Merger Sub Inc. Common Stock or any capital stock equivalent or other nominal interest in Merger Sub Inc. or any of its Subsidiaries which relate to Merger Sub Inc. or any of its Subsidiaries (“phantom” Merger Sub Inc. Equity Interests”) pursuant to which Merger Sub Inc. or any of its Subsidiaries is or may become obligated to issue shares of its capital stock or other equity interests or any securities convertible into or exchangeable for, or evidencing the right to subscribe for any Merger Sub Inc. Equity Interests. There are no outstanding obligations of Merger Sub Inc. to repurchase, redeem or otherwise acquire any outstanding securities of Merger Sub Inc. Equity Interests. Except pursuant to this Agreement, immediately following the Distribution there will be no Contracts or commitments relating to the issuance, sale, transfer or voting of any equity securities or other securities of Merger Sub Inc. (c) The equity interests of Merger Sub LLC consist solely of Merger Sub LLC Membership Units, all of which will be, as of the Closing Date, held by Computer Sciences GS. There are no outstanding options, warrants, rights, stock appreciation rightscalls, stock-based performance unitssubscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, Contractscontingent or otherwise, arrangements relating to Merger Sub LLC Membership Units or undertakings any capital stock equivalent or other nominal interest in Merger Sub LLC or any of its Subsidiaries which relate to Merger Sub LLC or any of its Subsidiaries (“Merger Sub LLC Equity Interests”) pursuant to which Merger Sub LLC or any of its Subsidiaries is or may become obligated to issue shares of its capital stock or other equity interests or any securities convertible into or exchangeable for, or evidencing the right to subscribe for any Merger Sub LLC Equity Interests. There are no outstanding obligations of Merger Sub LLC to repurchase, redeem or otherwise acquire any outstanding Merger Sub LLC Equity Interests. Except pursuant to this Agreement, immediately following the Distribution there will be no Contracts or commitments relating to the issuance, sale, transfer or voting of any kind to which equity securities or other securities of Merger Sub LLC. (d) All of the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional issued and outstanding shares of capital stock or other equity interests of each of the Computer Sciences GS Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to any preemptive or similar rights, and are owned of record and beneficially by Computer Sciences GS or by a direct or indirect wholly owned Subsidiary (other than directors' qualifying shares), free and clear of any Lien (except for (A) any Permitted Lien; (B) such transfer restrictions of general applicability as may be provided under the Securities Act and other applicable securities Laws); and (C) in connection with the Computer Sciences GS Financing. (e) Other than agreements included in, or any security convertible incorporated by reference into, the CSC Reports or exercisable for or exchangeable into any capital stock of in connection with a Permitted Acquisition, there are no stockholder agreements, registration rights agreements, voting trusts or other equity interest in, Contracts to which CSC or Computer Sciences GS is a party with respect to the Parent voting or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 registration of the capital stock or other voting or equity interests of the Parent. As of the date of this Agreement, there are not Computer Sciences GS or any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parentpreemptive rights with respect thereto.

Capital Structure. The (a) As of the date hereof, the authorized capital stock of the Parent Faith Walk Designs consists of 100,000,000 1,000 shares of Parent Stock, and 10,000,000 shares of preferred common stock, par value One Dollar ($0.001 1.00) per share. . (b) As of the date of this Agreement (a) 312,730 hereof, 1,000 shares of Parent Stock common stock of Faith Walk Designs are issued and outstanding; (b) , and no shares of preferred common stock are outstanding and (c) no held in treasury. All shares of Parent Stock or preferred common stock of Faith Walk Designs are held by the Parent in its treasury. Faith Walk Designs Shareholders, with each ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ owning 500 shares. (c) Except as set forth above, no shares of capital stock or other voting securities of in the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent areFaith Walk Designs Disclosure Letter (which is a letter delivered by Faith Walk Designs to Decorize concurrently with this Agreement, and all such shares that may be issued prior which identifies, as to the date hereof 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 General Corporation Law of the State of Delawareeach matter disclosed therein, the Parent Charter, the Parent Bylaws or any Contract Section of this Agreement to which the Parent is a party or otherwise bound. There are matter relates), as of the date hereof, Faith Walk Designs has not issued any outstanding bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which holders of Parent Stock shareholders may vote (“ "Voting Parent Debt”"). There All outstanding shares of Faith Walk Designs capital stock are validly issued, fully paid and non-assessable and not subject to or issued in violation of any preemptive rights, and there are no options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings agreements of any kind character whatsoever to which the Parent Faith Walk Designs is a party or by which it is bound (a) obligating the Parent Faith Walk Designs to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its capital stock or other equity interests in, Voting Debt or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (b) obligating the Parent Faith Walk Designs to issue, grant, extend or enter into any such option, warrant, call, right, securityor agreement. There will be no option, commitmentwarrant, Contractcall, arrangement right or undertaking agreement obligating Faith Walk Designs to issue, deliver or (c) that give sell, or cause to be issued, delivered or sold, any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders shares of the its capital stock of the Parent. As of or Voting Debt or obligating Faith Walk Designs to grant, extend or enter into any such option, warrant, call, right or agreement after the date hereof. (d) Faith Walk Designs has not purchased, redeemed, cancelled or otherwise acquired any of this Agreementits capital stock or Voting Debt during the two (2) years preceding the date hereof, and there are not any outstanding contractual obligations no obligations, contingent or otherwise, of the Parent Faith Walk Designs to repurchase, redeem or otherwise acquire any shares of its capital stock of the Parentor Voting Debt.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 150,000,000 shares of the Parent Common Stock, $0.001 par value per share, and 10,000,000 shares of preferred stock, par value $0.001 per sharepar value. As of the date of this Agreement hereof (ai) 312,730 67,588,021 shares of the Parent Common Stock are issued and outstanding; , (bii) no shares of preferred stock are outstanding and (ciii) no shares of the Parent Common Stock or preferred stock are held by the Parent in its treasury. Section 4.03 of the Parent Disclosure Schedules sets forth the authorized capital stock of each Intra-Asia Subsidiaries as well as the issued and outstanding capital of each of the Intra-Asia Subsidiaries. Except as set forth above, no shares of capital stock or other voting securities of the Parent are any Intra-Asia Company were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent each Intra-Asia Company are, and all such shares that may be issued prior to the date hereof 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 (i) as relating to the Parent, the General Corporation Law of the State of DelawareNevada, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound, and (ii) as relating to each Intra-Asia Subsidiary, such Intra-Asia Subsidiary Organizational Documents, applicable law or any Contract to which such Intra-Asia Subsidiary is a party or otherwise bound. There Except as disclosed in Section 4.03 of the Parent Disclosure Schedule, there are not any bonds, debentures, notes or other indebtedness of the Parent any Intra-Asia Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock capital stock of such Intra-Asia Company may vote (“ “Voting Parent Debt”). There Except as set forth above or in Section 4.03 of the Parent Disclosure Schedule, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent any Intra-Asia Company is a party or by which it such Intra-Asia Company is bound (ai) obligating the Parent such Intra-Asia Company to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Parent such Intra-Asia Company or any Voting Parent Debt, (bii) obligating the Parent such Intra-Asia Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) 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 the capital stock of the Parentsuch Intra-Asia Company. As of the date of this Agreement, except as disclosed in Section 4.03 of the Parent Disclosure Schedule, there are not any outstanding contractual obligations of the Parent any Intra-Asia Company to repurchase, redeem or otherwise acquire any shares of capital stock of such Intra-Asia Company. Except as set forth in Schedule 4.03 of the Parent Disclosure Schedule, no Intra-Asia Company is a party to any agreement granting any securityholder of such Intra-Asia Company the right to cause the such Intra-Asia Company to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. The stockholder list to be provided at closing to the Company shall be a current shareholder list generated by its stock transfer agent, and such list shall accurately reflect all of the issued and outstanding shares of the Parent’s Common Stock.

Capital Structure. The authorized capital stock of the Parent consists of 100,000,000 70,000,000 shares of Parent Common Stock, $0.001 par value, of which 36,000,000 shares of Parent Common Stock are issued and 10,000,000 outstanding and 2,000,000 shares of Parent Common Stock are issuable upon the exercise of outstanding warrants. These are five year warrants, which include piggyback registration rights on the underlying stock, with an exercise price of to be mutually determined by the Board of Directors and Warrant Holder(s), the warrants are not exercisable for at least twelve months from the date of issue. There are no convertible notes, options and otherwise instruments outstanding. Immediately after the Effective Time of the Merger, 28,000,000 shares of Parent Common Stock held by ▇▇▇▇▇▇ ▇▇▇▇▇ shall be automatically cancelled, further to a separate Share Cancellation Agreement. Also authorized are 5,000,000 shares of preferred stock, par value $0.001 per share. As par value, none of the date of this Agreement (a) 312,730 shares of Parent Stock are which is issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by , prior to the Parent in its treasuryMerger. Except as set forth above, no shares of capital stock or other voting equity securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that which may be issued prior pursuant to the date hereof this Agreement will be be, when issued, duly authorized, validly issued, fully paid and nonassessable and and, not subject to or preemptive rights, and issued in violation compliance with all applicable state and federal laws concerning the issuance of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise boundsecurities. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of Parent Stock may vote (“ Voting Parent Debt”)vote. There Except as set forth above, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which it any of them is bound (a) obligating the Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests insecurities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or any security convertible cause to be issued, delivered or exercisable for or exchangeable into any sold, additional shares of capital stock of or other equity interest in, the securities of Parent or any Voting of its subsidiaries or obligating Parent Debt, (b) obligating the Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) 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 the capital stock of the Parentundertaking. As of the date of this Agreement, there There are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, 1,000 shares of which have been validly issued, are fully paid and nonassessable, were issued in compliance with all applicable state and federal laws concerning the issuance of securities, and are owned by Parent, free and clear of any lien.