Common use of Capital Structure Clause in Contracts

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares of common stock, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares of common stock, all of which are issued and outstanding. Except as set forth abovein the Financial Statements, no shares of capital stock or other voting equity securities of the Company Subs are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the equity ownership interest in Company and each Company Subsidiary Subs 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of Company or any Company Subsidiary Subs 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 Company Stock or Subs may vote. The Company Disclosure Schedule sets forth the common stock outstanding Capitalization of any Company Subsidiary may vote (“Voting Company Debt”)Subs. Except as set forth above, as of the date of this Agreement, 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 Company or any Company Subsidiary is Subs are a party or by which any of them is they are bound (a) obligating the Company or any Company Subsidiary Subs 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 voting securities of Company Subs or exercisable for or exchangeable into any capital stock of or other equity interest in, the obligating Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary Subs 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 Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there There are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Company Subs to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Company Subs. There are no agreements or arrangements pursuant to which Company Subs are or could be required to register shares of Company Common Stock or other securities under the CompanySecurities Act of 1933, as amended (the "Securities Act") or other agreements or arrangements with or among any security holders of Company Subs with respect to securities of Company Subs.

Capital Structure. The authorized share capital stock of the Company consists of 1,000 One Hundred Million (100,000,000) shares of common stock, all stock with Forty Four Million One Hundred Thousand (44,100,000) shares outstanding and One Hundred Million (100,000,000) shares of which are issued and outstanding. Except as set forth above, preferred stock authorized with no shares of capital preferred stock outstanding. No shares or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State its state of Delawareincorporation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as otherwise set forth aboveherein or as set forth in the Company 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 Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the 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 shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company shares or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. (i) The authorized capital stock of the Company consists of 1,000 100,000,000 Shares, of which 33,183,228 Shares were outstanding as of the date hereof, and 10,000,000 shares of common preferred stock, all $0.0001 per share, no shares of which were outstanding as of the date hereof. All of the outstanding Shares have been duly authorized and are issued validly issued, fully paid and outstandingnonassessable. Other than 3,959,803 Shares reserved for issuance under the Company’s Visicu, Inc. Equity Incentive Plan (the “Stock Plan”), the Company has no Shares reserved for issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units and performance units under the Stock Plan, including the holder, date of grant, term, number of Shares and, where applicable, whether an option is intended to qualify as an “incentive stock option” within the meaning of Section 422(b) of the Code, exercise price and vesting schedule, including whether the vesting will be accelerated by the execution of this Agreement or consummation of the Merger or by termination of employment or change of position following consummation of the Merger. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company to issue or sell any shares of capital stock or other voting securities of the Company or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company, and no securities or obligations evidencing such rights are issuedauthorized, reserved for issuance issued or outstanding. The Company is Upon any issuance of any Shares in accordance with the sole record and beneficial owner of all terms of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Stock Plan, such Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation free and clear of any purchase optionlien, call optioncharge, right of first refusalpledge, preemptive rightsecurity interest, subscription right claim or any similar right under any provision of the applicable corporate laws of the State of Delawareother encumbrance (each, the a “Lien”). The Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the stockholders of the Company on any matters matter. (ii) The Company does not own, directly or indirectly, any voting interest in any Person that requires an additional filing by Parent under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”). (iii) Each Company Option (A) was granted in compliance with all applicable Laws and all of the terms and conditions of the Stock Plan pursuant to which it was issued, (B) qualifies for the Tax and accounting treatment afforded to such Company Option in the Company’s Tax returns and the Company Reports, respectively, (C) to the extent required by applicable Law, was otherwise properly disclosed in the Company Reports, (D) has an exercise price at least equal to the fair market value of a Share on which holders a date no earlier than the date of the corporate action authorizing the grant and has a grant date on or after the date of the corporate action authorizing the grant and (E) is exempt from Section 409(A) of the Code. The Company has provided to Parent a true and complete copy of the Stock or Plan and the common stock forms of all agreements evidencing the Company Options. No consent of the holder of any Company Subsidiary may vote (“Voting Company Debt”Option is required in connection with the actions contemplated by Section 4.3(a). Except as set forth above, as of and such actions so contemplated comport with 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 Stock Plan and the underlying agreements evidencing the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyOptions.

Capital Structure. The (a) As of the date of this Agreement, following the 40 to 1 reverse stock split of the issued and outstanding shares of common stock of the subsidiary effected as of the date of this Agreement, the authorized capital stock of the Company consists of 1,000 50,000,000 shares of common stockstock ($.001 par value) and 5,000,000 shares of preferred stock ($.001 par value), of which approximately 453,529 shares of common stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and non-assessable and free of preemptive (or similar) rights, and no shares of preferred stock are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company Subsidiary are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any no outstanding bonds, debentures, notes or other indebtedness or securities of Company or any Company Subsidiary 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 Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth abovefor securities issuable following the Effective Time pursuant to that certain Preferred Stock Purchase Agreement between Subsidiary and ▇▇▇▇▇▇ Partners LP of even date herewith, as of (the date of this “Preferred Stock Purchase Agreement, ”) there are not and at the Effective Time there will not be, any 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 Company or any Company Subsidiary is a party or by which any of them it is bound (a) relating to the issued or unissued capital stock of Subsidiary, or obligating the Company or any Company Subsidiary to issue, deliver deliver, transfer, grant or sellsell any shares of capital stock of, or cause to be issuedother equity or voting interests in, delivered or sold, additional shares of securities convertible into or exchangeable or exercisable for any capital stock or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give undertaking. Excluding any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders obligations of the capital stock of the Company or of Surviving Corporation with respect to any Company Subsidiary. As of the date of this AgreementDissenting Shares, there are not any outstanding contractual obligations of the Company Subsidiary to repurchase, redeem or otherwise acquire acquire, or make any payment in respect of, any shares of capital stock of Subsidiary, or to provide funds to or make any investment (in the Companyform of a loan, capital contribution or otherwise) in, any other person. (b) Subsidiary has previously delivered to Parent a true and complete list of the holders of record of the Subsidiary Common Stock as of January 24, 2005, and prior to Closing shall provide Parent with such a list as of the date hereof, which shall serve as the record date.

Capital Structure. The authorized share capital stock of the Company consists of 1,000 One Hundred Thousand (100,000) shares of common stock, all of which are issued stock with One Hundred Thousand (100,000) shares outstanding and outstanding. Except as set forth above, no 0 shares of capital preferred stock authorized. No shares or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State its state of Delawareincorporation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as otherwise set forth aboveherein, 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 Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the 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 shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company shares or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. (i) The authorized capital stock of the Company consists of 1,000 100,000 shares of common stock. (ii) As of the date of this Agreement: (A) 87,934 shares of Company Capital Stock are issued and outstanding, all of which are validly authorized, validly issued, fully paid, and nonassessable and were issued and in full compliance with all applicable laws; (B) 2,650 Company SARs are outstanding. Set forth in Section 3.2(c)(ii)(B) of the Company’s Disclosure Letter is a complete and accurate list of all awards under the Company’s equity incentive plans, including names of recipients, award dates, and vesting schedules; (C) Except for the Company SARs, no stock options or other rights to purchase Company Capital Stock, are issued or outstanding; (D) Except as set forth abovein Section 3.2(c)(ii)(D) of the Company’s Disclosure Letter, there are no preemptive rights or transfer restriction applicable to Company Capital Stock. (iii) No bonds, debentures, notes or other indebtedness, in each case having the right to vote on any matters on which shareholders of the Company may vote, are issued or outstanding. (iv) As of the date of this Agreement, (A) except for outstanding shares of Company Capital Stock, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record , and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of (B) neither the Company and each Company Subsidiary are duly authorizednor any of its Subsidiaries has or is bound by any outstanding subscriptions, 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, puts, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements commitments or undertakings agreements of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) character obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any additional shares of capital stock of the Company (including any rights plan or other equity interests in, agreement and including any cash awards where the amount of payment is determined in whole or any security convertible or exercisable for or exchangeable into in part on the price of any capital stock of or other equity interest in, the Company or any Company Subsidiary its Subsidiaries) or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, put, call, right, convertible security, commitmentcommitment or agreement. Except as set forth in this Section 3.2(c), Contractneither the Company nor any of its Subsidiaries has or is bound by any rights of any character relating to the purchase, arrangement sale or undertaking issuance or (c) that give any person the voting of, or right to receive dividends or other distributions on shares of Company Capital Stock, or any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock other security of the Company or of any Company Subsidiary. As a Subsidiary of the date Company or any securities representing the right to vote, purchase or otherwise receive any shares of this AgreementCompany Capital Stock or any other security of the Company or a Subsidiary of the Company. Other than as stated herein, there are not no outstanding securities or instruments that contain any redemption or similar provisions, and there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany or any of its Subsidiaries. (v) Other than the Company Voting Agreements and except as otherwise contemplated in Section 5.8 of this Agreement, there are no voting trusts, shareholder agreements, proxies or similar agreements to which the Company or any of its Subsidiaries has a contractual obligation in effect with respect to the voting or transfer of Company Capital Stock or other voting securities or equity interests of the Company or granting any shareholder or other person any registration rights. The Company does not have in effect a “poison pill” or similar shareholder rights plan.

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares of common stock, all of which are issued and outstandingcomprises only the Membership Interests detailed in Annex A attached hereto. Except as set forth above, no shares of capital stock or No other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock Membership Interests of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock Membership Interests of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock securitites or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of ownership or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 securities of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock securities of the Company.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,000 100,000,000 shares of common stockStock. At the close of business on July 14, all 1999, 6,856,437 shares of which are Stock were issued and outstanding, and 371,464 shares of Stock were reserved for issuance pursuant to outstanding options to purchase shares of Stock which have been granted to directors, officers, or employees of the Company or others ("Company Stock Options"). Except as set forth above, at the close of business on July 14, 1999, no shares of capital stock or other voting equity securities of the Company are were issued, reserved for issuance issuance, or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each all shares which may be issued pursuant to any outstanding Company Subsidiary are Stock Options will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued preemptive rights. 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 Section 4.2 of the applicable corporate laws of the State of DelawareDisclosure Schedule, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes notes, or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders the shareholders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party may vote are issued or by which any outstanding. Except as disclosed in Section 4.2 of them is bound (a) obligating the Company or any Company Subsidiary to issueDisclosure Schedule, deliver or sell, or cause to be issued, delivered or sold, additional all the outstanding shares of capital stock or other equity ownership interests inof each Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by one or more Subsidiaries, or by the Company and one or more such Subsidiaries, free and clear of all Liens. Except as set forth above or in Section 4.2 of the Disclosure Schedule, neither the Company nor any security convertible or exercisable for or exchangeable into Subsidiary has any capital stock of outstanding option, warrant, subscription, or other equity interest inright, agreement, or commitment which (i) obligates the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grantsell or transfer, extend repurchase, redeem, or enter into otherwise acquire or vote 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 shares of the capital stock of the Company or any Subsidiary, (ii) restricts the transfer of any Company Subsidiary. As shares of stock of the date Company or any Subsidiary, or (iii) grants the right to participate in any equity appreciation of the Company or any Subsidiary. (b) When issued in accordance with the terms of this Agreement, there are not any outstanding contractual obligations and if applicable in accordance with the terms of the Company to repurchaseNotes, redeem the Convertible Preferred Stock, and the Nonvoting Warrants, the Shares, the Convertible Preferred Stock, the Stock, the Nonvoting Stock, and the Nonvoting Warrant Shares will be duly authorized, validly issued, fully paid, and non-assessable, will not be issued in violation of any preemptive rights and will be free and clear of any and all taxes or otherwise acquire any shares of capital stock of the CompanyLiens.

Capital Structure. The authorized capital stock of the Company consists of 1,000 One Hundred Fifty Million (150,000,000) shares of common stock, all par value US$0.0001 per share and Five Million (5,000,000) shares of which are issued and outstandingpreferred stock with a par value of US $0.0001. Except as set forth abovein the Company SEC Documents, no other shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are 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 applicable corporate laws of the State of Delaware▇▇▇▇▇▇▇▇ Islands, the Company Constituent Instruments Charter, the Company Bylaws or any Contract (as defined in Section 3.05) to which the Company 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 Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except in connection with the Transactions or as set forth abovedescribed 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 Company or any Company Subsidiary is a party or by which any of them it is bound (ai) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company or of any Company SubsidiaryCompany. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company. Other than as set forth in the SEC Documents, the Company is not a party to any agreement granting any security holder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company 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 Company Stock as at the Closing.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,000 20,000,000 shares of common stockCompany Common Stock, all of which 6,562,875 shares are issued and outstandingoutstanding as of the close of business on the date hereof. Except The Company has no authorized nor issued and outstanding preferred stock. (b) Section 2.3(b) of the Company Disclosure Letter sets forth, as set forth aboveof the close of business on the date hereof, no (i) the name of each Person that is the registered owner of any shares of capital Company Common Stock and the number and class or series of such shares so owned by such Person, and (ii) a list of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such Company Option, the grant date, exercise price and vesting schedule for such Company Option and whether and to what extent the exercisability of such option will be accelerated as a result of the transactions contemplated by this Agreement and the date on which such Company Option expires. Each Company Option was granted with an exercise price per share equal to or greater than the fair market value of the underlying shares on the date of grant. The Company has heretofore provided or made available to Acquiror (or Acquiror’s Representatives) true and complete copies of the standard form of Company Option agreement and any stock option agreements that differ from such standard form. (c) Except for (A) currently outstanding Company Options to purchase up to 1,609,000 shares of Company Common Stock which have been granted to employees, consultants or directors pursuant to the Company Option Plans, and (B) a reservation of an additional 2,000,000 shares of its Company Common Stock for direct issuances or purchase upon exercise of Company Options to be granted in the future, under the Company Option Plans (1) no subscription, warrant, option, convertible or exchangeable security, or other voting right (contingent or otherwise) to purchase or otherwise acquire equity securities of the Company are issued, reserved for issuance is authorized or outstanding. The , and (2) there is no commitment by the Company is the sole record and beneficial owner to issue shares, subscriptions, warrants, options, convertible or exchangeable securities, or other such rights or to distribute to holders of all any of its equity securities any evidence of indebtedness or asset, to repurchase or redeem any securities of the Company or to grant, extend, accelerate the vesting of, change the price of, or otherwise amend any warrant, option, convertible or exchangeable security or other such right. There are no declared or accrued unpaid dividends with respect to any shares of Company Common Stock. (d) All issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of Company Common Stock are, and all shares which may be issued pursuant to the capital stock exercise of Company Options, when issued in accordance with the Company and each Company Subsidiary are applicable security, will be, duly authorized, validly issued, fully paid and nonassessable and non-assessable, are 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 applicable corporate laws of the State of Delawarerights created by statute, the Company Constituent Instruments Certificate of Incorporation or the Company’s bylaws or any Contract (as defined in Section 3.05) agreement to which the Company is a party and are free of any Encumbrances created by the Company in respect thereof. All issued and outstanding shares of Company Common Stock and Company Options were issued in material compliance with all applicable state and federal securities Legal Requirements. (e) No outstanding Company Common Stock is subject to vesting or otherwise boundforfeiture rights or repurchase by the Company. There are not any bondsno outstanding or authorized stock appreciation, debenturesdividend equivalent, notes phantom stock, profit participation, or other indebtedness of similar rights with respect to the Company or any of its securities. (f) None of the Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock or the common Company Options is owned by any Company Subsidiary. (g) All distributions, dividends, repurchases and redemptions of the capital stock (or other equity interests) of the Company and any Company Subsidiary may vote (“Voting were undertaken in compliance with the certificate of incorporation and bylaws or equivalent organizational or governing documents of the Company Debt”). Except as set forth aboveor Company Subsidiary, as of the date of this Agreementapplicable, there are not then in effect, 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 agreement to which the Company or any Company Subsidiary is Subsidiary, as applicable, then was a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary and in material compliance with all state Legal Requirements applicable 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits general business corporations and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companyall applicable state and federal securities Legal Requirements.

Capital Structure. The authorized capital stock of the Company consists of 1,000 40,000,000 shares of common Common Stock and 5,000,000 shares of preferred stock, all par value $.01 per share (the "Preferred Stock"). At the time of which are execution of this Agreement, (i) 14,644,054 shares of Common Stock were issued and outstanding, (ii) no shares of Preferred Stock were issued and outstanding, (iii) no shares of Common Stock were held by the Company in its treasury or by any of the Company's subsidiaries, and (iv) 2,556,785 shares of Common Stock were reserved for issuance pursuant to the Stock Plans. Except as set forth above, at the time of execution of this Agreement, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all shares which may be issued pursuant to the Stock Plans 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any bonds, debentures, notes or other indebtedness or securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as above and in Section 4.1(c) of the date of this AgreementDisclosure Schedule, there are not any 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 Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary 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 Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. There are no outstanding rights, commitments, agreements, arrangements or (c) that give undertakings 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 kind obligating the Company or any of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other voting securities of the CompanyCompany or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences. The Company has delivered to Parent complete and correct copies of the Stock Plans and all forms of Company Options. Section 4.1(c) of the Disclosure Schedule sets forth a complete and accurate list of all Company Options outstanding as of the date of this Agreement and the exercise price of each outstanding Company Option.

Capital Structure. The authorized share capital stock of the Target Company consists of 1,000 shares of common stock1,500,000,000 ordinary shares, all of which 92,116,947 ordinary shares are issued and outstanding. Except as set forth aboveSection 3.5 of the Disclosure Schedule sets out, no shares in respect of each Subsidiary of the Target Company, (a) the amount of authorized share capital stock or other voting securities equity or ownership interest; (b) the amount of and the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all its issued share capital or other equity or ownership interest; and (c) nominee or entrusted shareholding arrangements. Other than the Target Shares and as set out in Section 3.5 of the Disclosure Schedule, no Group Companies have issued and outstanding or agreed to issue any (a) share capital or other equity or ownership interest; (b) options, warrants or interests convertible into, exchangeable for or exercisable to purchase share capital or other equity or ownership interest; (c) stock appreciation rights, phantom stock, ownership or income interests in or other equity equivalents or equity-based awards or rights of the Target Company or any of its Subsidiaries; or (d) bonds, debentures or other indebtedness entitled to vote or convertible or exchangeable securities entitled to vote. Each issued share capital or other equity or ownership interest of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Group Companies has been duly authorized, validly issued, issued and fully paid without other fees, and nonassessable in the case of each of its Subsidiaries, except as set out in Section 3.5 of the Disclosure Schedule, each such share or equity or ownership interest is owned by the Target Company or another Subsidiary, free and not subject clear of any Encumbrance. Each nominee or entrusted shareholding arrangement is valid, enforceable and undisputed. The Target Company or its Subsidiaries have offered, sold and delivered all such shares or other equity or ownership interests in compliance with all applicable securities laws. Except as set out in Section 3.5 of the Disclosure Schedule and save for the rights granted to the Buyer under this Agreement, the Group Companies have no outstanding obligations or plans to issue, sell, or transfer, or repurchase, redeem or otherwise acquire, the issued or unissued share capital or other equity or ownership interests of any Group Companies or relating to the holding, voting or disposal of such or restricting the transfer thereof. No share capital or other equity or ownership interest in the Target Company or any of its Subsidiaries has been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right agreement, arrangement or commitment under applicable Law, the certificates of incorporation or articles of association or similar constitutional documents of the Target Company or any similar right under any provision of the applicable corporate laws of the State of Delawareits Subsidiaries, the Company Constituent Instruments or any Contract (as defined in Section 3.05) contract to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Target Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary its Subsidiaries is a party or by which any of them it is bound (a) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companybound.

Capital Structure. The Company is authorized capital stock to issue 25,000,000 shares of Company Common Stock and 5,000,000 shares of Company Preferred Stock. As of the Company consists date of 1,000 this Agreement, (A) 7,500,000 shares of common stock, all of which Company Common Stock are issued and outstanding, (B) 5,000,000 shares of Company Preferred Stock are issued and outstanding, and (C) 3,125,000 shares of Company Common Stock are subject to outstanding and unexercised options (“Company Options”) issued pursuant to the Company’s 2002 Stock Incentive Plan. Except as set forth above, no for issuances of shares of Company Common Stock pursuant to the Company Options or conversion of the outstanding shares of Company Preferred Stock, since the date of this Agreement the Company has not issued any shares of Company Common Stock or Company Preferred Stock. All outstanding capital stock or other voting securities shares of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities capital shares having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as set forth above, as of in the date of this AgreementCompany 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 Company or any Company Subsidiary is a party or by which any of them it is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional capital shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of shares or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 shares of the Company or of any Company SubsidiaryCompany. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock structure of the Company consists of 1,000 Two Hundred Million (200,000,000) shares of common stock of which after giving effect to the Cancellation Agreement 15,144,885 are issued and outstanding and Fifty Million (50,000,000) shares of preferred stock, all none of which are issued and outstanding. Except as set forth above, no shares of capital stock or No other voting securities of the Company Shares are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Shares 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 applicable corporate laws of the State its state of Delawareincorporation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as otherwise set forth aboveherein, 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 Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock Company Shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Company Shares or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyShares.

Capital Structure. The authorized share capital stock of the Company consists of 1,000 shares of common stockFifty Thousand (50,000) Company Shares, all of which are issued and outstandingoutstanding and held by the Shareholders. Except as set forth above, no No shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Shares 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 applicable corporate laws of the State its state of Delawareincorporation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as set forth above, as 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 Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the 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 shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company shares or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock of the Company consists of 1,000 2,000,000 shares of common stock, all of which which, 238,334 shares are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments corporation law or any Contract (as defined in Section 3.05) contract to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the shares of common stock of any the Company Subsidiary may vote (“Voting Company Debt”). Except as set forth aboveon Schedule 3.03, 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 Company or any Company Subsidiary is a party or by which any of them its is bound (ai) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary 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 Company or of any Company SubsidiaryCompany. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,000 750,000,000 shares of common stock, all of which are issued Common Stock and outstanding. Except as set forth above, no 20,000,000 shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 Company or of any Company SubsidiaryPreferred Stock. As of the date of this Agreement, there are not any the only issued and outstanding contractual obligations capital stock of the Company consists of 34,328,036 shares of Common Stock. All of the outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and nonassessable and are free and clear of any Encumbrance. No shares of Common Stock are available for issuance under the Equity Plan, and the Company currently has no shares of Common Stock reserved for future issuance. The Company does not have outstanding any bonds, debentures, notes or other obligations under which the holders thereof have the right to repurchase, redeem vote or otherwise acquire that are convertible into or exercisable for securities having the right to vote with the stockholders of the Company on any matter. There are no equity awards outstanding under the Equity Plan. (b) None of the outstanding shares of capital stock of the Company was issued in violation of any preemptive rights or similar rights to subscribe for, purchase or otherwise acquire securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Knowledge of the Company, between or among any of the Company’s stockholders. (c) There are no outstanding Company Options. There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company to issue or to sell any shares of capital stock or other securities of the Company or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to or giving any Person a right to subscribe for or acquire, any securities of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. There are no outstanding securities or instruments of the Company that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company. Since the close of business on August 30, 2017, the Company has not issued any capital stock. (d) The Equity Plan is the only plan or program maintained by the Company under which stock options, restricted stock, restricted stock units, stock appreciation rights or other compensatory equity or equity-based awards (“Equity Awards”) have been granted. No Equity Awards have been granted under the Equity Plan and remain outstanding. The Equity Plan expired pursuant to its terms on August 30, 2015 and no further action or authorization on the part of the Company, the Company Board or the Company Compensation Committee is necessary to terminate the Equity Plan.

Capital Structure. The (a) As of the Effective Date, the authorized capital stock of the Company consists of 1,000 13,461,200 shares of common Company Stock, and no shares of preferred stock. The Company Shareholders own approximately ninety-four percent (94%) of the issued and outstanding Company Stock. There are no bonds, all debentures, notes or other indebtedness having voting rights (or convertible or exchangeable into securities having such rights) ("Company Voting Debt") of which are the Company issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this AgreementSchedule 3.1, there are not any no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings commitments of any kind character, relating to which the Company issued or any Company Subsidiary is a party unissued equity or by which any membership interests of them is bound (a) the Company, obligating the Company or any Company Subsidiary to issue, deliver transfer or sell, sell or cause to be issued, delivered transferred or soldsold any equity or membership interest or Company Voting Debt of, 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 membership interest in, the Company or any Company Subsidiary or any Voting Company DebtCompany, as the case may be, (bii) obligating securities convertible into or exchangeable for such equity or membership interests, or (iii) obligations of the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, preemptive right, subscription or other right, convertible security, commitment, Contractagreement, arrangement or undertaking commitment. (b) There are no voting trusts, proxies or other agreements or understandings to which the Company is a party with respect to the voting of the equity interest of the Company. Except as necessary to consummate the transactions contemplated herein, the Company is not a party to any agreement or obligation, contingent or otherwise, to redeem, repurchase or otherwise acquire or retire any equity or membership interests of the Company, whether as a result of the transactions contemplated by this Agreement or otherwise. (c) that give The Company has not (i) made or agreed to make any person the right split of its equity or dividend, or issued or permitted to receive be issued any economic benefit equity interests, or right similar to securities exercisable for or derived from the economic benefits and rights occurring to holders convertible into equity, of the capital stock Company, (ii), repurchased, redeemed or otherwise acquired any equity of the Company Company, or of (iii) declared, set aside, made or paid any Company Subsidiary. As of dividends or other distributions on the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock equity of the Company.

Capital Structure. The Company is authorized capital stock of the Company consists of 1,000 to issue 200,000,000 shares of common stock, all Common Stock of which 4,870,000 are issued and outstanding, 20,000,000 shares of preferred stock of which 10,000 have been designated as Series A Preferred Stock and of which 5,400 are issued and outstanding (the “Capital Stock”). Except as The Company’s Capital Stock is set forth above, in the Company Disclosure Schedule. Other than the Capital Stock no other shares of capital Common Stock or preferred stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of Capital Stock including the capital stock of the Company Company’s Common Stock and each Company Subsidiary Series A Preferred Stock 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 applicable corporate laws of the State its state of Delawareformation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.05hereinafter defined) to which the Company is a party or otherwise bound. There Other than as set forth in the Company Disclosure Schedule, there are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as otherwise set forth aboveherein, 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, Contractscontracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock Common Stock of the Company.

Capital Structure. The authorized share capital stock of the Company consists of 1,000 One Thousand (1,000) shares of common stock, all no par value, of which One Thousand (1,000) shares are issued and outstanding. Except as set forth above, no No shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State its state of Delawareincorporation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as set forth aboveon Schedule 3.02 of the Company 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 Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the 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 shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company shares or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock capitalization of the Company consists of 1,000 shares of common stock, all of which are issued and outstandingis set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth abovetherein, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of DelawareIsrael, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are not any no bonds, debentures, notes or other indebtedness Indebtedness (as defined in Section 3.16 below) of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock Shares or the common stock shares of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 Company or of any Company Subsidiary. As The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. (a) The authorized capital stock Capital Stock of the Company consists of 1,000 5,300,000 shares of common stock, all par value $0.001, of which 4,538,458 shares are issued and outstanding. Except as set forth abovein the preceding sentence, no shares of capital stock or other voting securities Capital Stock of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the All issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock Capital Stock of the Company are owned of record and beneficially directly by Sellers. Section 4.2(a) of the Disclosure Schedule sets forth (i) all the authorized Capital Stock of each of the Transferred Companies and (ii) the number of shares (or other applicable units) of each class or series of Capital Stock of each of the Transferred Companies that are issued and outstanding, together with the registered holder thereof. All the outstanding shares (or other applicable units) of each class or series of Capital Stock of the Transferred Companies have been, and all shares that may be issued upon the exercise of outstanding options held by Participants to purchase Common Stock (“Company Subsidiary are Stock Options”) will be when issued, duly authorized, authorized and validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase optionpreemptive or subscription rights, call optionand, right with respect to the Capital Stock of first refusalall Transferred Companies other than the Company, preemptive right, subscription right are owned directly or any similar right under any provision of indirectly by the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundCompany. There are not no outstanding contractual obligations of any bondsTransferred Company to repurchase, debentures, notes redeem or otherwise acquire any Capital Stock of any Transferred Company (including any shares of Common Stock) or to pay any dividend or make any other indebtedness of Company distribution in respect thereof or any Company Subsidiary having the right to vote (or convertible intoprovide funds to, or exchangeable formake any investment (in the form of a loan, securities having the right to votecapital contribution or otherwise) on in, any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)Person. Except as set forth above, as of the date of this Agreement, there There are not any no options, warrantscalls, rights, warrants or convertible or exchangeable securities, “phantom” stock or conversion, preemptive, subscription or other rights, stock appreciation rights, stock-based performance units, commitments, Contractsor agreements, arrangements or undertakings commitments (contingent or otherwise) of any kind character, in any such case, (i) relating to which the Company any issued or unissued Capital Stock of any Company Subsidiary is a party or by which any of them is bound Transferred Company; (aii) obligating the or which may obligate any Transferred Company or any Company Subsidiary to issue, deliver or sell, purchase, return or redeem, or to cause to be issued, delivered or sold, additional purchased, returned or redeemed, any shares of capital stock (or other equity interests in, applicable units) of its Capital Stock or any security securities convertible or exercisable for into or exchangeable into for any capital stock of shares (or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bapplicable units) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking of its Capital Stock; 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 accruing to holders of Capital Stock of any Transferred Company, except (y) Company Stock Options to purchase no more than 519,409 shares of Common Stock or (z) under the Stockholders Agreement. Other than as set forth in Section 4.2(a) of the Disclosure Schedule, there are no capital appreciation rights, phantom stock plans, securities with participation rights or features, or similar obligations and commitments of the Transferred Companies. (b) Section 4.2(b) of the Disclosure Schedule sets forth (subject to the cash-out of any Company Stock Options prior to the Closing as contemplated by Section 7.1(g)) a list of each outstanding Company Stock Option, the number of shares of Common Stock issuable or issued thereunder, and the grant date, exercise price, vesting schedule and expiration date thereof. Each Company Stock Option was issued under the Company 2008 Stock Option Plan (as amended and restated effective April 9, 2009) (the “Stock Option Plan”). Each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes, and the award agreement governing such grant was duly executed and delivered by each party thereto***. Each such grant was made *** in accordance with the terms of the Stock Option Plan and all applicable Laws. The per-share exercise price of each Company Stock Option was no less than the fair market value of a share of Common Stock on the applicable Grant Date (as determined in accordance with the terms of the Stock Option Plan and, to the extent applicable, Sections 409A and 422 of the Code), and each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company. Each Company Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies***. (c) Except for this Agreement, the Stockholders Agreement, the limited liability company agreements of the Transferred Companies that are limited liability companies, the stock option agreements set forth in Section 4.2(c) of the Disclosure Schedule, and restrictions imposed by applicable Laws, there are no voting trusts, stockholder agreements, Liens, proxies or other rights or agreements in effect with respect to the voting, transfer or dividend rights of the Shares or of any Company Subsidiaryshares (or other applicable units) of Capital Stock of any Transferred Company. As The Transferred Companies do not have any Subsidiaries, except as disclosed in Section 4.2(c) of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyDisclosure Schedule.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,000 20,000,000 shares of common stockCompany Common Stock, all of which 6,562,875 shares are issued and outstandingoutstanding as of the close of business on the date hereof. Except The Company has no authorized nor issued and outstanding preferred stock. (b) Section 2.3(b) of the Company Disclosure Letter sets forth, as set forth aboveof the close of business on the date hereof, no (i) the name of each Person that is the registered owner of any shares of capital Company Common Stock and the number and class or series of such shares so owned by such Person, and (ii) a list of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such Company Option, the grant date, exercise price and vesting schedule for such Company Option and whether and to what extent the exercisability of such option will be accelerated as a result of the transactions contemplated by this Agreement and the date on which such Company Option expires. Each Company Option was granted with an exercise price per share equal to or greater than the fair market value of the underlying shares on the date of grant. The Company has heretofore provided or made available to Acquiror (or Acquiror’s Representatives) true and complete copies of the standard form of Company Option agreement and any stock option agreements that differ from such standard form. (c) Except for (A) currently outstanding Company Options to purchase up to 1,619,000 shares of Company Common Stock which have been granted to employees, consultants or directors pursuant to the Company Option Plans, and (B) a reservation of an additional 1,756,000 shares of its Company Common Stock for direct issuances or purchase upon exercise of Company Options to be granted in the future, under the Company Option Plans (1) no subscription, warrant, option, convertible or exchangeable security, or other voting right (contingent or otherwise) to purchase or otherwise acquire equity securities of the Company are issued, reserved for issuance is authorized or outstanding. The , and (2) there is no commitment by the Company is the sole record and beneficial owner to issue shares, subscriptions, warrants, options, convertible or exchangeable securities, or other such rights or to distribute to holders of all any of its equity securities any evidence of indebtedness or asset, to repurchase or redeem any securities of the Company or to grant, extend, accelerate the vesting of, change the price of, or otherwise amend any warrant, option, convertible or exchangeable security or other such right. There are no declared or accrued unpaid dividends with respect to any shares of Company Common Stock. (d) All issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of Company Common Stock are, and all shares which may be issued pursuant to the capital stock exercise of Company Options, when issued in accordance with the Company and each Company Subsidiary are applicable security, will be, duly authorized, validly issued, fully paid and nonassessable and non-assessable, are 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 applicable corporate laws of the State of Delawarerights created by statute, the Company Constituent Instruments Certificate of Incorporation or the Company’s bylaws or any Contract (as defined in Section 3.05) agreement to which the Company is a party and are free of any Encumbrances created by the Company in respect thereof. All issued and outstanding shares of Company Common Stock and Company Options were issued in material compliance with all applicable state and federal securities Legal Requirements. (e) No outstanding Company Common Stock is subject to vesting or otherwise boundforfeiture rights or repurchase by the Company. There are not any bondsno outstanding or authorized stock appreciation, debenturesdividend equivalent, notes phantom stock, profit participation, or other indebtedness of similar rights with respect to the Company or any of its securities. (f) None of the Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock or the common Company Options is owned by any Company Subsidiary. (g) All distributions, dividends, repurchases and redemptions of the capital stock (or other equity interests) of the Company and any Company Subsidiary may vote (“Voting were undertaken in compliance with the certificate of incorporation and bylaws or equivalent organizational or governing documents of the Company Debt”). Except as set forth aboveor Company Subsidiary, as of the date of this Agreementapplicable, there are not then in effect, 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 agreement to which the Company or any Company Subsidiary is Subsidiary, as applicable, then was a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary and in material compliance with all state Legal Requirements applicable 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits general business corporations and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companyall applicable state and federal securities Legal Requirements.

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares of common stock50,000 ordinary shares, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiaryof its subsidiaries. All outstanding shares of the capital stock of the Company and each Company Subsidiary of 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 applicable corporate laws of the State of DelawareBritish Virgin Islands, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There there are not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary 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 the Company Stock or the common capital stock of any Company Subsidiary of its subsidiaries may vote (“Voting the Company Debt”). Except as set forth above, as 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 Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary 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 Company or any Company Subsidiary of its subsidiaries or any Voting the Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries 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 Company or of any Company Subsidiaryof its subsidiaries. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock (a) Section 5.03(a)(i) of the Company consists Disclosure Schedule sets forth (i) all of 1,000 the authorized shares or other equity interests of the Company and (ii) the number of shares of common stockeach class or other equity interests in the Company that are issued and outstanding, together with the record or beneficial owners thereof and whether such shares or other equity interests are subject to vesting or forfeiture. The shares or other equity interests of the Company have been duly authorized, are validly issued and are fully paid and non-assessable. The Company Ordinary Shares reflected on Section 5.03(a)(i) of the Company Disclosure Schedule are the only outstanding securities of the Company, all of which are issued and outstandinguncertificated. Except for this Agreement, there are no preemptive or other outstanding rights, options, warrants, subscriptions, puts, calls, conversion rights or agreements or commitments of any character (including any Shareholder rights plan or similar plan commonly referred to as set forth abovea “poison pill”) relating to the authorized and issued, unissued or treasury shares of capital stock, or other equity or voting interests, of the Company, and the Company is not committed to issue any of the foregoing. The shares or other equity interests of the Company have not been issued in violation of any applicable Laws or the organizational documents of the Company. The Company does not have any debt securities outstanding that have voting rights or are exercisable or convertible into, or exchangeable or redeemable for, or that give any Person a right to subscribe for or acquire, shares or other equity interests of the Company. There are no obligations, contingent or otherwise, to repurchase, redeem (or establish a sinking fund with respect to redemption) or otherwise acquire any shares or other equity interests of the Company. There are no shares or other equity or voting interests of the Company reserved for issuance. The Company has not issued any shares of capital stock or other equity or voting securities interests under the Company Incentive Plan. Except as set forth on Section 5.03(a)(ii) of the Company Disclosure Schedule, there are issuedno voting trusts, reserved for issuance shareholder agreements, proxies or outstandingother agreements or understandings in effect with respect to the voting or transfer of any of the equity interests of the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the shares of, or other equity or voting interests in, the Company. 28 (b) The Company is the sole record and beneficial owner of all of the issued and outstanding does not own, directly or indirectly, any capital stock or other equity or voting interest of any Person, does not have any direct or indirect equity or ownership interest in any business and is not a member of or participant in any partnership, joint venture or other entity (other than, in each Company Subsidiarycase, assets acquired for investment purposes in the ordinary course of business consistent with past practice). All outstanding shares of the capital stock Except as set forth in Section 5.03(b) of the Company and each Company Subsidiary Disclosure Schedule, there 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 no outstanding contractual obligations of the applicable corporate laws Company to provide funds to make any investment (in the form of the State of Delawarea loan, the Company Constituent Instruments capital contribution or otherwise) in any Contract (as defined in Section 3.05) other entity. There are no irrevocable proxies, voting trusts or other agreements to which the Company is a party with respect to any shares of, or otherwise boundother equity or voting interests in, the Company. There are not any bonds, debentures, notes no restrictions that prevent or restrict the payment of dividends or other indebtedness distributions by the Company other than those imposed by Law. (c) The capital and organizational structure of Company or any Company Subsidiary having each VIE Entity are valid and in full compliance with the right to vote (or convertible into, or exchangeable for, securities having applicable Laws of the right to vote) on any matters on which holders People’s Republic of Company Stock or the common stock of any Company Subsidiary may vote China (“Voting Company DebtPRC Laws”). Except as set forth abovein Section 5.03(c), as of the date Company Disclosure Schedule, the registered capital of this Agreementeach VIE Entity has been fully paid up in accordance with the schedule of payment stipulated in its organizational documents, approval documents, certificates of approval and legal person business license (collectively, the “PRC Establishment Documents”) and in compliance with applicable PRC Laws. The PRC Establishment Documents of each VIE Entity has been duly approved and filed in accordance with the PRC Laws and are valid and enforceable. To the knowledge of the Company, there are not any optionsno disputes, warrantscontroversies, rightsdemands or claims as to equity securities of each VIE Entity. The business scope specified in the PRC Establishment Documents complies in all material respects with the requirements of all applicable PRC Laws, convertible or exchangeable securitiesand the operation and conduct of business by, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings and the term of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 operation of the capital stock of VIE Entity in accordance with the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyPRC Establishment Documents is in compliance in all material respects with applicable PRC Laws.

Capital Structure. The authorized share capital stock of the Company consists of 1,000 thirty million (30,000,000) shares of common stock, all with 1,750,001 shares of common stock issued and outstanding, and ten million (10,000,000) shares of preferred stock authorized of which no shares of preferred stock are issued and outstanding. Except as set forth above, no No shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Shares 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 applicable corporate laws of the State its state of Delawareincorporation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as set forth above, as 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 Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the 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 shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company shares or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock structure of the Company consists of 1,000 100,000 shares of common stock, all no par value of which 100,000 shares are issued and outstanding. Except as set forth aboveOther than the Company Shares, no other shares of capital stock or other voting securities of the Company are issued, reserved for issuance issuance, or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid 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 right, or any similar right under any provision of the applicable corporate laws of the State its state of Delawareincorporation, the Company Constituent Instruments Charter Documents, or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes notes, or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as otherwise set forth aboveherein, 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 arrangements, or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver deliver, or sell, or cause to be issued, delivered delivered, or sold, additional shares of capital stock Company Shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Company Shares or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend extend, or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement arrangement, or undertaking 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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock Shares of the Company.

Capital Structure. The authorized capital stock of the Company consists solely of 1,000 10,000,000 shares of common stockCommon Stock, all of which are 5,135,516 shares were issued and outstandingoutstanding as of the close of business on January 27, 2006. Except as set forth aboveSince such date, the Company has not issued any shares of Common Stock. All of the outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. The Company has no shares of Common Stock reserved for issuance other than 50,000 Shares reserved for issuance pursuant to the Company’s Amended and Restated 2001 Stock Option Plan (the “Stock Plan”). There are no options to purchase Common Stock or other awards granted under the Stock Plan or rights outstanding in respect of securities of the Company or any of its Subsidiaries under any other Company Benefit Plan (collectively, “Company Options and Awards”). Each of the outstanding shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all each of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to owned by the Company or issued in violation by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any purchase optionlien, call optionpledge, right of first refusalsecurity interest, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes claim or other indebtedness of Company or any Company Subsidiary having the right to vote encumbrance (or convertible intocollectively, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company DebtLiens”). Except as set forth above, as of for the date of this AgreementTop-Up Options, there are not any no preemptive or other options, warrants, rights, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, redemption rights, repurchase rights, calls, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary 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 into, or exercisable for or exchangeable into for, any capital stock of or other equity interest in, the Company or any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary 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 shares of capital stock of or other equity interests in, or any security convertible into, or exercisable or exchangeable for, any capital stock of or other equity interest in, the Company or any of its Subsidiaries or any Voting Debt, and no such obligations, instruments or securities are authorized, issued or outstanding. There are no voting trusts or other arrangements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of any capital stock of or other equity interest in the Company Subsidiaryor any of its Subsidiaries. As The Company does not have outstanding any 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 the Company on any matter (“Voting Debt”). The Company does not own, directly or indirectly, any voting interest that may require a filing by Parent or any of its affiliates under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2005, includes all of the Subsidiaries of the Company that, as of the date of this Agreement, there Agreement are not any outstanding contractual obligations “Significant Subsidiaries” (as defined in Rule 1-02 of Regulation S-X of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanySEC).

Capital Structure. The authorized capital stock of the Company consists solely of 1,000 10,000,000 shares of common stockCommon Stock, all of which are 5,135,516 shares were issued and outstandingoutstanding as of the close of business on January 27, 2006. Except as set forth aboveSince such date, the Company has not issued any shares of Common Stock. All of the outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. The Company has no shares of Common Stock reserved for issuance other than 50,000 Shares reserved for issuance pursuant to the Company’s Amended and Restated 2001 Stock Option Plan (the “Stock Plan”). There are no options to purchase Common Stock or other awards granted under the Stock Plan or rights outstanding in respect of securities of the Company or any of its Subsidiaries under any other Company Benefit Plan (collectively, “Company Options and Awards”). Each of the outstanding shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all each of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to owned by the Company or issued in violation by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any purchase optionlien, call optionpledge, right of first refusalsecurity interest, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes claim or other indebtedness of Company or any Company Subsidiary having the right to vote encumbrance (or convertible intocollectively, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company DebtLiens”). Except as set forth above, as of for the date of this AgreementTop-Up Options, there are not any no preemptive or other options, warrants, rights, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, redemption rights, repurchase rights, calls, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary 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 into, or exercisable for or exchangeable into for, any capital stock of or other equity interest in, the Company or any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary 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 shares of capital stock of or other equity interests in, or any security convertible into, or exercisable or exchangeable for, any capital stock of or other equity interest in, the Company or any of its Subsidiaries or any Voting Debt, and no such obligations, instruments or securities are authorized, issued or outstanding. There are no voting trusts or other arrangements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of any capital stock of or other equity interest in the Company Subsidiaryor any of its Subsidiaries. As The Company does not have outstanding any 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 the Company on any matter (“Voting Debt”). The Company does not own, directly or indirectly, any voting interest that may require a filing by Parent or any of its affiliates under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2005, includes all of the Subsidiaries of the Company that, as of the date of this Agreement, there Agreement are not any outstanding contractual obligations “Significant Subsidiaries” (as defined in Rule 1-02 of Regulation S-X of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanySEC).

Capital Structure. The authorized capital stock Upon delivery, the capitalization of the Company consists of 1,000 shares of common stock, all of which are issued and outstandingwill be set forth in the Company Disclosure Letter. Except as set forth abovetherein, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All To the Company's knowledge, all outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of DelawareIsrael, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There Except as set forth in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are not any bonds, debentures, notes or other indebtedness Indebtedness (as defined in Section 3.19 below) of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock Shares or the common stock shares of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares of common stock100 ordinary shares, all of which 100 shares are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of DelawareBritish Virgin Islands, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares of common stock10,000 ordinary shares, all of which are issued and outstandingfully paid up (or credited as fully paid up). Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record legal and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiaryof its subsidiaries. All outstanding shares of the capital stock of the Company and each Company Subsidiary of 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 applicable corporate laws of the State of DelawareHong Kong, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary 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 the Company Stock or the common capital stock of any Company Subsidiary of its subsidiaries may vote (““ Voting the Company DebtDebt ”). Except as set forth above, as 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 Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary 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 Company or any Company Subsidiary of its subsidiaries or any Voting the Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries 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 Company or of any Company Subsidiaryof its subsidiaries. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock of the Company consists of 1,000 (i) 100,000 shares of common Common Stock and (ii) 6,000 shares of preferred stock, all . 16,021 shares of which Common Stock (the "Shares") are issued and outstanding. Except as set forth above, no shares of capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Shares 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“"Voting Company Debt”"). Except as set forth above, as disclosed in Section 3.1(c) of the date of this AgreementDisclosure Schedule, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” phantom stock rights, stock appreciation rightsunits, stock-based performance units, commitments, Contractscontracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the 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 Company or of any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary 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 which provides the economic benefits and rights occurring to holders equivalent of the capital stock of an equity ownership interest in the Company or the applicable Subsidiary of the Company. CGUIHL is the record and beneficial owner of the CGUIHL Shares, and CGULLC is the record and beneficial owner of the CGULLC Shares, in each case, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind (collectively, "Liens"). There are no restrictions upon the voting, dividend rights or transfer of any shares of Common Stock pursuant to the Company's Certificate of Incorporation or By-laws or any agreement to which CGNU, either Seller or the Company Subsidiaryis a party. Assuming Newco has the requisite power and authority to be the lawful owner of the Shares, upon delivery of and payment for the Shares at the Closing as herein provided, good and valid title to the Shares will pass to Newco, free and clear of all Liens, other than any Liens arising from acts of Newco. As of the date of this Agreementhereof, there are not any outstanding contractual obligations the sum of the Company to repurchase, redeem or otherwise acquire any shares of capital stock outstanding aggregate principal amount of the CompanyTerm Note and accrued and unpaid interest thereon is $1,134,756,945. Sellers have delivered to Buyer a true and complete copy of the Term Note.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,000 10,000 shares of common stockCommon Stock. (b) As of the date hereof 800 shares of Common Stock are issued and outstanding, all of which are issued validly issued, fully paid and outstandingnon-assessable and not subject to preemptive rights and all of which are owned, beneficially and of record, by the Shareholder. There are no shares of the Company Common Stock that are held by the Company in its treasury. (c) All outstanding shares of the Common Stock are owned by the Shareholder free and clear of all liens, charges, encumbrances, claims and options of any nature (collectively, "Liens"). Except for the Common Stock, and except as otherwise set forth aboveon Schedule 3.2(c) hereto, no there are not outstanding any: (i) shares of capital stock or other voting securities of the Company; (ii) securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities of the Company; (iii) options, warrants, calls, rights (including preemptive rights), commitments, agreements or understandings to which the Company or the Shareholder is a party or by which it is bound obligating the Company or the Shareholder to issue, deliver, sell, purchase, redeem or acquire or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary the Shareholder 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement agreement or undertaking understanding; or (civ) that give any stock appreciation or other similar or related right which is measured by, and no person has or has the right or interest to receive acquire any economic benefit equity interests in the Company or right similar any interests measured by, the value of the capital stock or the income, profits or other results of the operations or conduct of the business of the Company. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or derived from the economic benefits and rights occurring Shareholder is a party or by which it or he is bound relating to holders the voting of any shares of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. (a) The authorized capital stock Stock of the Company consists of 1,000 shares 850 shares, no par value, of common stock, all stock (“Company Common Stock”). The Share is the only share of which are Company Common Stock issued and outstanding. Except as set forth above, no No shares of capital stock Company Common Stock are held by the Company in its treasury. (b) Seller owns, beneficially and of record, and has good and valid title to, the Share, free and clear of all Liens of any kind or other voting securities nature whatsoever and Seller has full right and authority to sell the Share to Buyer pursuant to this Agreement. The Share and the shares of Stock of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and are 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 applicable corporate laws of the State of DelawareLaws, the Company Constituent Instruments Charter, the Company By-laws or similar organizational documents of any Company Subsidiaries or any Contract (as defined in Section 3.05) agreement to which the Company or any Company Subsidiary is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Company or any the Company Subsidiary 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 Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of in this AgreementSection 3.06, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, units or commitments of the Company or any Company Subsidiary or Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock Stock, voting securities or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock Stock or voting securities of or other equity interest in, the Company or any Company Subsidiary or any Voting Company DebtSubsidiary, (bii) obligating the 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 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 any Company Common Stock or any Stock of any Company Subsidiary. As of the date of this Agreement, there There are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock Stock of the CompanyCompany or any Company Subsidiary. No legend or other reference to a purported Lien appears upon any certificates representing the Share or the shares of any Company Subsidiary.

Capital Structure. The Schedule 3.1(c) of the Disclosure Letter of such Company is a true and complete list of (i) the authorized capital stock of such Company, (ii) the Company consists of 1,000 shares of common stock, all of which are issued and outstanding. Except as set forth above, no outstanding shares of capital stock or other voting securities of such Company, and (iii) the number of shares of capital stock of such Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all upon exercise of the issued and outstanding capital stock options of each such Company Subsidiaryunder the Stock Incentive Plans of such Company. All outstanding shares of the capital stock of such Company are, and all shares of capital stock reserved for issuance by such Company will be upon issuance in accordance with the Company and each Company Subsidiary terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation 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. Schedule 3.1(c) of the applicable corporate laws Disclosure Letter of such Company is a true and complete list, as of the State date hereof, of Delawareall outstanding stock options to purchase capital stock of such Company under the Stock Incentive Plans of such Company, the number of shares of capital stock subject to each such option, the exercise price, date of grant and the names and of holders thereof. Each such option was granted in compliance in all material respects with all applicable Laws and all of the terms and conditions of the Stock Incentive Plans of such Company Constituent Instruments pursuant to which it was issued. On the date of this Agreement, except as set forth on Schedule 3.1(c) of the Disclosure Letter of such Company, no shares of capital stock or other voting securities of such Company were issued, reserved for issuance or outstanding. Except (i) for the shares of capital stock and the options as set forth on Schedule 3.1(c) of the Disclosure Letter of such Company, and (ii) as otherwise permitted under Section 4.1, there are no outstanding securities, options, stock appreciation rights, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which such Company or any Contract (as defined in Section 3.05) to which the Subsidiary of such Company is a party or otherwise by which such entity is bound, obligating such Company or any Subsidiary of such Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, voting securities or other ownership interests of such Company or any Subsidiary of such Company or obligating such Company or any Subsidiary of such Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except as set forth on Schedule 3.1(c) of the Disclosure Letter, ▇▇. ▇▇▇▇▇▇ is the sole record owner of the Series B Convertible Shares of each of the Companies. All dividends or distributions on securities of such Company or any Subsidiary of such Company that have been declared or authorized prior to the date of this Agreement have been paid in full. There are not any no outstanding bonds, debentures, notes or other indebtedness Indebtedness of such Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which holders of shares of such Company Stock or may vote. Other than the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 no outstanding agreements to which the such Company or any Subsidiary of such Company Subsidiary or any of their respective officers or directors is a party concerning the voting, sale, transfer or by which registration of any of them is bound (a) obligating the 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 securities of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any of 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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized share capital stock of the Company consists of 1,000 Five Hundred Fifty Million (550,000,000) shares of stock consisting of (i) Five Hundred Million (500,000,000) shares of common stock, all par value $0.0001 per share, of which Nineteen Million Six Hundred Two Thousand (19,602,000) shares are issued and outstanding; and (ii) Fifty Million (50,000,000) shares of preferred stock, par value $0.0001 per share, of which no shares are issued and outstanding. Except as set forth above, no No shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State its state of Delawareincorporation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as set forth aboveherein, 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 Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the 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 shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company shares or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock of the Company Minera consists of 1,000 shares of common stockordinary shares, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company Minera are issued, reserved for issuance or outstanding. The Company Minera is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiaryof its subsidiaries. All outstanding shares of the capital stock of the Company Minera and each Company Subsidiary of 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 applicable corporate laws of the State its jurisdiction of Delawareformation, the Company Minera Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company Minera is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company Minera or any Company Subsidiary 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 Company Minera Stock or the common capital stock of any Company Subsidiary of its subsidiaries may vote (“Voting Company Minera Debt”). Except as set forth above, as 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 Company Minera or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company Minera or any Company Subsidiary 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 Company Minera or any Company Subsidiary of its subsidiaries or any Voting Company Minera Debt, (b) obligating the Company Minera or any Company Subsidiary of its subsidiaries 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 Company Minera or of any Company Subsidiaryof its subsidiaries. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company Minera to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyMinera.

Capital Structure. The authorized capital stock of the Company consists of 1,000 has 200 shares of common stock, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of DelawareEngland and Whales, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There Except as set forth in this Section 3.03 and in the Company Disclosure Letter, there are not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock Shares or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares 50,000 ordinary shares, of common stockUS$1.00 each, all of which 100 shares are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of DelawareBritish Virgin Islands, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock structure of the Company consists of 1,000 Ten Thousand (10,000) shares of common stockstock par value $0.001 per share, all of which are issued outstanding and outstandingowned by Seller. Except as set forth above, no No other shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State its state of Delawareformation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common shares of capital stock of any the Company Subsidiary may vote (“Voting Company Debt”). Except as otherwise set forth aboveherein, 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 Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 1,000 40,000,000 shares of common stock, all $.01 par value ("Company Common Stock"), and 2,000,000 shares of which are preferred stock, $.01 par value ("Company Preferred Stock"). At the date hereof, 10,252,844 Company Shares were issued and outstanding and no shares of Company Preferred Stock were issued and outstanding. In addition, at the date hereof, an aggregate of 1,114,930 shares of Company Common Stock were reserved for issuance under various employee and director plans and agreements of the Company all as accurately described in all material respects in Section 3.1(c) of the Company Disclosure Letter. Except as -------------- set forth above, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are duly authorizedall such shares issuable upon the exercise of stock options will be, validly issued, fully paid and nonassessable and not subject to preemptive rights. No capital stock has been issued by the Company since July 14, 1998, to the date hereof, other than shares of Company Common Stock issued pursuant to options outstanding on or issued prior to such date in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision accordance with their terms at such date. Except pursuant to stock option plans of the applicable corporate laws Company described in Section 3.1(l) of the State of DelawareCompany Disclosure Letter -------------- (collectively, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of "Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”Plans"). Except as set forth above, as of the date of this Agreement, there are not any no outstanding or authorized securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractspreemptive rights, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party party, or by which any of them is bound (a) bound, obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock or other equity interests inor voting securities of, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest ownership interests in, the Company or any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. Except as set forth in Section 3.1(c) of the Company Disclosure Letter, all of which shall be -------------- terminated without cost to the Company by the Effective Time of the Merger, there are not as of the date hereof and there will not be at the Effective Time any stockholder agreements, voting trusts or (c) that give other agreements or understandings to which the Company 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 Company. There are no restrictions on the Company or with respect to voting the stock of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companyits subsidiaries.

Capital Structure. (a) The authorized authorized, issued and outstanding share capital stock of the Company consists is set forth on Section 2.2(a) of 1,000 shares of common stock, all of which are issued and outstandingthe Disclosure Schedule. Except as set forth aboveon Section 2.2(a) of the Disclosure Schedule, no shares of capital stock or other voting securities one hundred percent (100%) of the Company Shares are issuedowned beneficially and of record by the Selling Shareholders, reserved for issuance or outstanding. The Company is in each case, as set forth on Section 2.2(a) of the sole record Disclosure Schedule, and beneficial owner are free and clear of all Encumbrances, other than any Encumbrance arising as a result of this Agreement. All the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares Capital Stock of the capital stock of Company, including the Company and each Shares (including Company Subsidiary are Shares subject to vesting conditions), is 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)non-assessable. Except as set forth above, as on Section 2.2(a) of the date of this AgreementDisclosure Schedule, there are not any no (i) options, warrants, calls, puts, tag-alongs, drag-alongs, conversion rights, convertible voting trusts, preemptive or exchangeable securities, “phantom” stock other outstanding rights, stock appreciation subscriptions or other rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings commitments of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to purchase, issue, deliver convert, transfer or sell, or cause to be purchased, issued, delivered converted, transferred or sold, additional shares any Capital Stock of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company DebtSubsidiary, (b) obligating including the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking Shares or (cii) debt securities or other securities that give are convertible into or exercisable or exchangeable for, or which grant any person the Person any right to receive subscribe for or acquire, any economic benefit Capital Stock or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock Distributed Interests of the Company or of any Company Subsidiary. As its Subsidiaries. (b) Except as set forth in Section 2.2(b) of the date of Disclosure Schedule and this Agreement, there are not any outstanding contractual obligations no (i) voting trusts, shareholder agreements, stockholder agreements, proxies or other rights or agreements in effect with respect to the voting, transfer or dividend rights of the Capital Stock of the Company or any of its Subsidiaries or (ii) contractual obligations or commitments restricting the right of the owner thereof to repurchase, redeem or otherwise acquire transfer any shares of capital stock Capital Stock of the Company or any of its Subsidiaries. (c) Except as set forth in Section 2.2(c) of the Disclosure Schedule, as of the date hereof and as of immediately prior to the Acquired Companies Distribution, one hundred percent (100%) of the issued and outstanding Capital Stock of each of the Company’s Subsidiaries is solely owned beneficially and of record by the Company and is free and clear of all Encumbrances, other than (i) any Encumbrances arising as a result of this Agreement and (ii) restrictions on transfer generally imposed under applicable securities laws. Except as set forth in Section 2.2(c) of the Disclosure Schedule, the Company has no Subsidiaries. Immediately after giving effect to the Acquired Companies Distribution, one hundred percent (100%) of the issued and outstanding Capital Stock of each of the Acquired Companies will be owned beneficially and of record by the Selling Shareholders free and clear of all Encumbrances, other than (i) any Encumbrances arising as a result of this Agreement and (ii) restrictions on transfer generally imposed under applicable securities laws (d) All Company Shares, outstanding Capital Stock and other securities issued by the Company and its Subsidiaries (including shares subject to vesting conditions) have been issued in transactions (i) in accordance with all applicable Legal Requirements governing the sale and purchase of securities and (ii) not in violation of any preemptive or subscription rights or of any Organizational Document of the Company or its Subsidiaries. (e) Immediately following the consummation of the transactions contemplated by this Agreement, Purchaser will own one hundred percent (100%) of the issued and outstanding Capital Stock of each of the Acquired Companies free and clear of all Encumbrances (except those arising under applicable securities laws), proxies, voting trusts or agreements or other restrictions and limitations of any kind, in each case other than any of the foregoing that may be imposed by Purchaser. (f) Except as set forth in Section 2.2(f) of the Disclosure Schedule, none of the Company or any of its Subsidiaries is a member of or a participant in any partnership, joint venture or other entity.

Capital Structure. The authorized capital stock of the Company consists of 1,000 28,000,000 shares of common Company Common Stock and 2,000,000 shares of preferred stock, no par value per share, all of which has been designated as Company Preferred Stock. As of the date hereof, (i) 1,688,441 shares of Company Common Stock are issued and outstanding, (ii) 1,428,571 shares of Company Preferred Stock are issued and outstanding, (iii) 922,500 Company Options are issued and outstanding and (iv) 1,246,390.857 Company Warrants are issued and outstanding. Except Other than as set forth above, no shares of capital stock or other voting securities as of the Company date hereof, there are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All no outstanding shares of Company Capital Stock or options or warrants or other rights to acquire shares of Company Capital Stock from the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundCompany. There are not any No bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, into or exchangeable for, for securities having the right to vote) on any matters on which holders shareholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)are issued or outstanding. Except as set forth abovein Schedule 3.04 hereto, as all of the date issued and outstanding shares of this AgreementCompany Capital Stock are duly and validly issued and are fully paid and nonassessable, and not subject to preemptive rights. Except as set forth in Schedule 3.04 hereto, all of the shares of Company Common Stock which may be issued upon conversion of the Company Preferred Stock will be, when issued, fully paid, nonassessable and not subject to preemptive rights. Other than 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, Contracts, arrangements agreements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which the Company or any Subsidiary of them the Company is bound (a) obligating the Company or any Subsidiary of the 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 voting securities of or other equity interest in, the Company or any Subsidiary of the Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Subsidiary of the Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement or undertaking. Except as set forth in Schedule 3.04 hereto, 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 there are no outstanding obligations of the Company or any of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany or any of its Subsidiaries. At the Effective Time, there will be no liability for dividends declared or accumulated but unpaid with respect to any of the Company Capital Stock; provided, that immediately prior to the Effective Time, all accrued and unpaid dividends on the Company Preferred Stock shall be declared and paid.

Capital Structure. (a) The authorized capital stock of the Company consists solely of 1,000 350,000,000 shares of common stockCommon Stock and 50,000,000 shares of Preferred Stock of which, all except for any shares of which Common Stock that may be issued as described in Company Disclosure Schedule 3.3(a) or after the date hereof upon the exercise of Options: (i) 188,935,616.43 shares of Common Stock are issued and outstanding. Except as set forth above, (ii) no shares of capital stock Preferred Stock are issued and outstanding, (iii) no shares of Common Stock or other voting securities of Preferred Stock are issued and held by the Company in treasury, and (iv) 23,352,201 shares of Common Stock are issued, reserved for issuance or outstandingunder the Option Plan. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any No bonds, debentures, notes or other instruments or evidence of indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, into or exercisable or exchangeable for, securities having the right to vote) on any matters on which the holders of Common Stock may vote are issued or outstanding. Except as set forth on Company Disclosure Schedule 3.3(a), all outstanding shares of Common Stock or the common stock are validly issued, fully paid and nonassessable, and were not issued in violation of any Company Subsidiary may vote (“Voting Company Debt”)preemptive or other similar rights. Except as set forth above, and as set forth on Company Disclosure Schedule 3.3(a), there (A) are no shares of capital stock or other voting securities of the date Company authorized, issued or outstanding, (B) are no securities 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 Company or any Subsidiary of the Company Subsidiary is a party convertible into, or by which any exchangeable or exercisable for, shares of them is bound (a) obligating capital stock or other voting securities of the Company or any Subsidiary of the Company, (C) is no option, warrant, call, preemptive right, subscription or other right, agreement, arrangement, understanding or commitment of any character, relating to the issued or unissued capital stock of the Company or any Subsidiary of the Company, obligating any Shareholder, the Company or any Subsidiary of the Company to issue, deliver transfer or sell, sell or cause to be issued, delivered transferred or sold, additional sold 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 Company or any Subsidiary of the Company Subsidiary or securities convertible into or exchangeable for such shares, or equity interests, or obligating any Voting Company DebtShareholder, (b) obligating the Company or any Subsidiary of the Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, subscription or other right, security, commitment, Contract, arrangement or undertaking or agreement, and (cD) that give is no outstanding contractual obligation 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 the Shareholder, Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock of the Company or any Subsidiary or Affiliate of the Company, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. Except as set forth on Company Disclosure Schedule 3.3(a), there are no voting trusts, proxies or other agreements or understandings to which the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of their respective shareholders or equity owners is a party or by which the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of their respective shareholders or equity owners is bound with respect to the voting of any shares of capital stock, or any other equity or voting security or interest of the Company or any Company Subsidiary. (b) Except for such changes as may result from an exercise of an Option as described on Company Disclosure Schedule 3.3(b) or after the date of this Agreement, there are outstanding Options to acquire an aggregate of 8,487,500 shares of Common Stock with each such Option having the per share exercise price and the record holder set forth on Company Disclosure Schedule 3.3(b). (c) Each of the Company’s Subsidiaries is listed on Company Disclosure Schedule 3.3(c). The authorized capital stock and the issued and outstanding capital stock of each such Subsidiary is listed on Company Disclosure Schedule 3.3(c). Except as set forth on Company Disclosure Schedule 3.3(c), the Company directly or indirectly is the beneficial and record owner of all issued and outstanding capital stock of each such Subsidiary and such ownership is free and clear of all Liens. Each outstanding share of capital stock of each such Subsidiary has been duly and validly authorized and issued and is fully paid and nonassessable. No shares of capital stock of any such Subsidiary have been issued in violation of any preemptive or similar rights of any past or present shareholder of such Subsidiary. No shares of capital stock of any such Subsidiary are reserved for issuance, and there are no contracts, agreements, commitments or arrangements obligating any such Subsidiary to offer, sell, issue or grant any shares of, or any options, warrants or rights of any kind to acquire any shares of, or any securities that are convertible into or exchangeable for any shares of, capital stock of such Subsidiary. (d) Subject to such changes as may result from an exercise of an Option, all of the issued and outstanding Common Stock is held, beneficially and of record by the Persons and in the amounts set forth on Company Disclosure Schedule 3.3(d). (e) Upon the consummation of the transactions contemplated by this Agreement, Buyer shall have good and valid title to all of the outstanding capital stock of the Company, free and clear of any and all Liens.

Capital Structure. The authorized capital stock of the Company Megaway consists of 1,000 50,000 ordinary shares of common stock, all of which are 1 share is issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company Megaway are issued, reserved for issuance or outstanding. The Company Megaway is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiaryof its subsidiaries. All outstanding shares of the capital stock of the Company Megaway and each Company Subsidiary of 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 applicable corporate laws of the State of DelawareBritish Virgin Islands, the Company Megaway Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company Megaway is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company Megaway or any Company Subsidiary 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 Company Megaway Stock or the common capital stock of any Company Subsidiary of its subsidiaries may vote (“Voting Company Megaway Debt”). Except as set forth above, as 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 Company Megaway or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company Megaway or any Company Subsidiary 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 Company Megaway or any Company Subsidiary of its subsidiaries or any Voting Company Megaway Debt, (b) obligating the Company Megaway or any Company Subsidiary of its subsidiaries 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 Company Megaway or of any Company Subsidiaryof its subsidiaries. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company Megaway to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyMegaway.

Capital Structure. (a) The authorized capital stock of the Company consists solely of 1,000 2,000,000 shares of common stockthe Company Common Stock, all par value $1.00 per share. (b) There are, as of which are the execution date of this Agreement, issued and outstanding, 615,701 shares of the Company Common Stock. No shares of the Company Common Stock are held by the Company as treasury stock. Section 3.6(b) of the DISCLOSURE SCHEDULE sets forth the number of shares of Company Common Stock owned of record and beneficially by each of the Stockholders. (c) Except as set forth abovein Section 3.6(b), there are issued and outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company are issuedor any other Person convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of the Company, reserved for issuance and (iii) no subscriptions, options, warrants, calls, rights (including preemptive rights), commitments, understandings or outstanding. The agreements to which the Company is a party or by which it is bound obligating the sole record and beneficial owner Company to issue, deliver, sell, purchase, redeem or acquire shares of all capital stock or other voting securities of the issued and outstanding Company (or securities convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of each the Company) or obligating the Company Subsidiary. to grant, extend or enter into any such subscription, option, warrant, call, right, commitment, understanding or agreement. (d) All outstanding shares of the capital stock of the Company Common Stock have been duly authorized and each Company Subsidiary validly issued and 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. (e) At the Closing there will be no stockholder agreement, subscription right voting trust or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments other agreement or any Contract (as defined in Section 3.05) understanding to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having by which it is bound relating to the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock voting of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 Company Company. (f) There are no outstanding stock appreciation, phantom stock, profit participation, or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company similar rights with respect to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital ------------------ stock of the Company consists of 1,000 shares of common stock100,000,000 ordinary shares, all $.00320375 par value, of which 400,433 shares are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State Republic of DelawarePanama, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a ------------ party or otherwise bound. There Except as set forth in this Section ------- 3.03, there are not any bonds, debentures, notes or other ---- indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“"Voting Company Debt”"). 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 Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company or of any Company SubsidiaryCompany. As of the date of this Agreement, there There are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyParent.

Capital Structure. The authorized capital stock Section 5.2 of the Company consists of 1,000 shares of common stock, all of which are issued and outstanding. Except as set Seller Disclosure Letter sets forth above, no shares of the authorized capital stock or other voting securities equity interests of each of the Company are issued, reserved for issuance Business Subsidiaries and the number of shares or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock ownership percentages of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares class of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of the Business Subsidiaries that are issued and outstanding and the owner of such shares or other equity interests, in each case without giving effect to the plan of reorganization as detailed in Schedule 7.6. All of the outstanding shares or other equity interests of each of the Business Subsidiaries have been duly authorized and validly issued, and, solely with respect to any Business Subsidiary that is a corporation, are fully paid and nonassessable and were not issued in violation of any preemptive rights. There are (a) no outstanding shares of capital stock of, or other equity or voting interest in, any Business Subsidiary, other than the Company Equity Interests or any Company Subsidiary such shares or any Voting Company Debtinterests owned by a Business Subsidiary, (b) no outstanding securities of any Business Subsidiary convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Business Subsidiary, (c) no options, warrants or rights of conversion or other rights, agreements, arrangements or commitments to acquire from any Business Subsidiary or obligating any of the Company or any Company Subsidiary Business Subsidiaries to issue, register or sell, or that restrict the transfer or voting of, any of its shares, other equity interests or securities convertible into or exchangeable for its shares or other equity interests or any shares or other equity interests in any Business Subsidiary, (d) no obligations of any Business Subsidiary to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, any Business Subsidiary (the items in clauses (a), (b), (c) and (d), together with the capital stock of any Business Subsidiary, being referred to collectively as “Securities”) and (e) no other obligations by any Business Subsidiary to make any payments based on the price or value of any Securities or dividends paid thereon or revenues, earnings or financial performance or any other attribute of any Business Subsidiary. There are no outstanding agreements of any kind which obligate any Business Subsidiary to repurchase, redeem or otherwise acquire any Securities, or obligate any Business Subsidiary to grant, extend or enter into any such optionagreements, warrantand any Business Subsidiary does not have any outstanding bonds, calldebentures, rightnotes or other obligations, security, commitment, Contract, arrangement or undertaking or (c) that give any person the holders of which have the right to receive any economic benefit or right similar to or derived from vote with the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock or other equity interests in any Business Subsidiary on any matter. No Business Subsidiary owns any Security of the Companyany Person other than another Business Subsidiary.

Capital Structure. The authorized capital stock of the Company consists of 1,000 10,000,000 shares of common stockCompany Common Stock, of which 3,415,750 shares are issued and outstanding on the date hereof, and 4,000,000 shares of Company Preferred Stock, all of which shares are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of outstanding on the Company are issued, reserved for issuance or outstandingdate hereof. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock equity interests of each Company Subsidiaryof its subsidiaries. All outstanding shares of the capital stock equity interests of the Company and of each Company Subsidiary of 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 applicable corporate laws Laws of the State its jurisdiction of Delawareformation, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary 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 Company Common Stock or the common capital stock of any Company Subsidiary of its subsidiaries may vote (“Voting Company Debt”)vote. Except as set forth abovefor the Company’s outstanding shares of Company Preferred Stock, as and options to acquire 340,000 shares of the date of this AgreementCompany’s common stock granted pursuant to the “Aly Energy Services, Inc. Omnibus Incentive Plan,” 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 Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary 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 Company or any Company Subsidiary or any Voting Company Debtof its subsidiaries, (bii) obligating the Company or any Company Subsidiary 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 Company or of any Company Subsidiaryof its subsidiaries. As of the date of this Agreement, there There are not any outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Common Stock or shares of capital stock of any subsidiary. No transfers of Company Common Stock have been made on the Companystock transfer books of the Company after the close of business on the day prior to the Closing Date.

Capital Structure. The authorized capital stock of the Company consists of 1,000 has 12,000,000 shares of common stock, all of which are issued and outstanding. Except as set forth aboveabove and the referenced noteholders, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of DelawareNevada, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There Except as set forth in this Section 3.03 and in the referenced noteholders, there are not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock Shares or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital structure of the Company and each Subsidiary is set forth in Schedule 2.4 and, except as set forth in Schedule 2.4, neither the Company nor any Subsidiary has any authorized, issued or outstanding capital stock, nor any capital stock held in treasury. All outstanding capital stock of the Company consists and each Subsidiary is validly issued, fully paid and non-assessable and is not subject to preemptive or other similar rights. There are not, as of 1,000 shares the date hereof, and there will not be at the Closing, (x) any outstanding or authorized options, warrants, calls, rights (including preemptive rights), commitments or any other agreements of common any character which the Company, any Subsidiary or either Shareholder is party to, or may be bound by, requiring any of them to issue, transfer, dispose of, sell, purchase, redeem or otherwise acquire (or to refrain from doing any of the foregoing) any Shares, or any of the Company's or any Subsidiary's capital stock, all of which are issued and outstanding. Except as set forth abovesecurities or rights convertible into, no exchangeable for, or evidencing the right to subscribe for, any shares of capital stock or other securities of, or other ownership interests in, the Company or any Subsidiary, and (y) any stockholders' agreements, voting securities trusts or other agreements or understandings to which the Company, any Subsidiary or either Shareholder is a party or by which it is bound relating to the voting of, or placing any restrictions on, any shares of the capital stock of the Company are issuedor any Subsidiary. Neither the Company nor any Subsidiary has granted any options, reserved for issuance warrants or outstandingrights to purchase shares of its capital stock. The Company is Shareholders own beneficially and of record, and, at Closing, will have good and marketable title to, the sole record and beneficial owner of Shares (which constitute all of the issued and outstanding capital stock of each Company Subsidiarythe Company), free and clear of any Encumbrance (as hereinafter defined). All the outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and, at Closing, owned by the Company free and not subject to or issued in violation clear of any purchase optionEncumbrances. "Encumbrance" means any mortgage, call pledge, claim, charge, lien, encumbrance, interest, option, right of first refusal, preemptive rightrestriction, subscription right condition, violation, security interest or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock assessment of any Company Subsidiary may vote nature affecting in any way the assets or property involved (“Voting Company Debt”other than those restrictions arising under generally applicable federal and state securities laws). 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 Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock (a) Section 3.03(a) of the Company consists of 1,000 shares of common stock, all of which are issued and outstanding. Except as set Disclosure Letter sets forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of Membership Interests in the Company together with each Company Subsidiaryholder thereof. All outstanding shares of the capital stock of the Company and each Company Subsidiary Membership Interests are duly authorized, authorized and validly issued, fully paid and nonassessable issued 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 applicable corporate laws of the State of DelawareDelaware Limited Liability Company Act, the Company Constituent Instruments Certificate of Formation, the Company LLC Agreement or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Company or any of the Company Subsidiary 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 the Membership Interests or equity interests in a Company Stock or the common stock of any Company Subsidiary Subsidiary, as applicable, may vote (“Voting Company Debt”). Except as set forth above, as 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 Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock membership interests or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of membership interest or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, Debt or (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking undertaking. There are no other agreements to which the Company or (c) that give any person Company Subsidiary is a party, or among 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 Membership Interests, with respect to the voting of the Membership Interests. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire membership interests or other equity interests of the Company or any Company Subsidiary. . (b) Section 3.03(b) of the Company Disclosure Letter sets forth a correct and complete listing of all outstanding awards of Company stock appreciation rights as of the date of this Agreement, setting forth the number of stock appreciation rights subject to each award of Company stock appreciation rights and the reference price with respect to each award of Company stock appreciation rights. (c) As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares and the Company Subsidiaries have no outstanding Indebtedness other than trade payables incurred in the ordinary course of capital stock of the Companybusiness consistent with past practice.

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares of common stock, all of which are has 100 membership units issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delawarelaws, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There Except as set forth in this Section 3.03 and in the Company Disclosure Letter, there are not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock Shares or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock of the Company consists of 1,000 Ten Million (10,000,000) shares of common stock, all Company Common Stock and Two Million (2,000,000) shares of which Preferred Stock. There are issued Five Million (5,000,000) shares of Common Stock outstanding. One Hundred Forty Two Thousand One Hundred Two (142,102) shares of Company Common Stock are issuable upon exercise of outstanding Company Stock Options and outstandingTwenty-Eight Thousand Six Hundred Eight (28,680) shares of Company Common Stock are issuable upon exercise of outstanding warrants. Except as set forth above, no shares of capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Stock or may vote. The Company Disclosure Schedule sets forth the common stock outstanding Capitalization of any Company Subsidiary may vote (“Voting Company Debt”)the Company. Except as set forth above, as of the date of this Agreement, 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 Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the 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 voting securities of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary 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 undertaking. Other than the Company or of any Stock Options and Company Subsidiary. As of the date of this AgreementWarrants, there are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act") or other agreements or arrangements with or among any securityholders of the Company with respect to securities of the Company.

Capital Structure. The Company is authorized capital stock of the Company consists of 1,000 to issue 200,000,000 shares of common stock, all Common Stock of which 4,870,000 are issued and outstanding, 20,000,000 shares of preferred stock of which 10,000 have been designated as Series A Preferred Stock and of which 5,400 are issued and outstanding (the “Capital Stock”). Except as The Company’s Capital Stock is set forth above, in the Company Disclosure Schedule. Other than the Capital Stock no other shares of capital Common Stock or preferred stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of Capital Stock including the capital stock of the Company Company’s Common Stock and each Company Subsidiary Series A Preferred Stock 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 applicable corporate laws of the State its state of Delawareformation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.05hereinafter defined) to which the Company is a party or otherwise bound. There Other than as set forth in the Company Disclosure Schedule, there are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as otherwise set forth aboveherein, 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, Contractscontracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock Common Stock of the Company.

Capital Structure. The authorized issued and outstanding capital stock of the Company Organic Region consists of 1,000 shares of common stock, all of which are issued and outstandingordinary shares. Except as set forth above, no shares of capital stock or other voting securities of the Company Organic Region are issued, reserved for issuance or outstanding. The Company Organic Region is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiaryof its subsidiaries. All outstanding shares of the capital stock of the Company and each Company Subsidiary Organic Region Companies 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 any applicable corporate laws of the State of DelawareLaws, the Company Constituent Instruments Organic Region Companies’ charter documents, or any Contract (as defined in Section 3.05) to which the Company is Organic Region Companies are a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary the Organic Region Companies having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common capital stock of any Company Subsidiary the Organic Region Companies may vote (“Voting Company Organic Region Debt”). Except as set forth above, as 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 Company or any Company Subsidiary is Organic Region Companies are a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary Organic Region Companies 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 Company or any Company Subsidiary Organic Region Companies or any Voting Company Organic Region Debt, (b) obligating the Company or any Company Subsidiary Organic Region Companies 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 Company or of any Company SubsidiaryOrganic Region Companies. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company Organic Region to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyOrganic Region.

Capital Structure. The authorized capital stock of the Company consists of 1,000 50,000 shares of common stockCompany Common Stock. There are 50,000 shares of Common Stock outstanding, all of which 9,500 shares are issued owned by the Pioneer, 500 shares are owned by Daily Fortune Investments Limited, a British Virgin Islands company (the “Daily Fortune”), and outstanding40,000 shares are owned by Techno, which Techno is wholly owned by ▇▇▇▇▇ and which ▇▇▇▇▇ is wholly owned by Kwai Man Yip. Except as set forth above, no shares of capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Stock or may vote. The Company Disclosure Schedule sets forth the common stock outstanding capitalization of any Company Subsidiary may vote (“Voting Company Debt”)the Company. Except as set forth above, as of the date of this Agreement, 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 Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the 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 voting securities of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary 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 Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there There are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company.

Capital Structure. The authorized capital stock of the Company consists of 1,000 Currently, there are 10,000 shares of Company common stock, all of which are stock issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments corporation law or any Contract (as defined in Section 3.05) contract to which the Company is a party or otherwise bound. There Except as set forth on Schedule 3.03 of the Company Disclosure Schedule, there are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of ordinary shares of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary 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 Company or of any Company SubsidiaryCompany. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The (a) As of the date hereof, the authorized capital stock of the Company consists of 1,000 10,000 shares of common stock, all par value $1.00. At the close of which are business on April 30, 2006, 10,000 shares of common stock were issued and outstandingoutstanding (see Schedule 3.4 for shareholder list). Except as set forth aboveNo shares of common stock were held by the Company in its treasury. The Company has no outstanding stock options, no stock appreciation rights, phantom units, profit participation or similar rights with respect to the Company. No shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or are outstanding. The Company is the sole record and beneficial owner of all All of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 option, right of first refusal, and there are no preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, rights with respect thereto. No capital stock has been issued by the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which since the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)Balance Sheet Date. Except as set forth above, as of the date of this Agreement, hereof there are not any no outstanding or authorized securities, 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 Company or any Company Subsidiary is a party party, or by which any of them it is bound (a) bound, obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock or other equity interests inor voting securities of, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest ownership interests in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary 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 Company 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 Company or Company. (b) The shares of any Company Subsidiary. As capital stock of the date Company held by Seller (the "Company Shares") constitute all of the issued and outstanding shares of capital stock or other ownership interests of the Company. Except for the purchase and sale of the Company Shares pursuant to this Agreement, there are not no outstanding claims, options, or other rights of any outstanding contractual obligations Person to purchase from Seller, and no contracts or commitments providing for the granting of rights to acquire, any of the Company Shares. There are no claims pending or, to repurchasethe Knowledge of Seller and the Company, redeem threatened, against the Company or otherwise acquire any Seller that concern or affect title to the Company Shares, or that seek to compel the issuance of capital stock or other securities of the Company. (c) There are no outstanding obligations in connection with the redemption by the Company of any of the previously issued and outstanding shares of capital stock of the Company.

Capital Structure. The As of the date of this Agreement the authorized capital stock of the Company consists of 1,000 12,000,000 shares of common stock, all par value $1.00 per share, of which 3,049,089 are issued and outstanding. As of the date of this Agreement there are 395,000 Company Stock Options outstanding. The Company Disclosure Schedule sets forth the name of each grantee of outstanding Company Stock Options, the number of Company Stock Options held by each grantee, and the exercise prices of each of such options. Except as set forth above, no shares of the capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all shares will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation preemptive rights. Except as set forth above, there are no: (i) shares of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Company Common Stock issuable pursuant to the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract Stock Plans; (as defined in Section 3.05ii) to which the Company is a party or otherwise bound. There are not any outstanding bonds, debentures, notes or other indebtedness or shares of the Capital Stock or other securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as stockholders of the date of this AgreementCompany may vote; and (iii) outstanding securities, there are not any 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 Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary 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 Company or of any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary 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 undertaking. The only outstanding indebtedness for borrowed money of the capital stock Company and its Subsidiaries is set forth on the Company Disclosure Schedule. Except as set forth in the Company Disclosure Schedule, and except for the Company Stock Options listed therein: (x) there are no outstanding contractual obligations, commitments, understandings or arrangements of the Company or any of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company or any of its Subsidiaries, and (y) to the knowledge of the Company, there are no irrevocable proxies with respect to shares of capital stock of the Company or any Subsidiary of the Company. Except as set forth in the Company Disclosure Schedule and Exhibit B hereto, there are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act"), or other agreements or arrangements with or (to the Company's knowledge) among any security holders of the Company with respect to securities of the Company.

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares of common stock12,024,000 ordinary shares, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock shares of each the Company Subsidiary. All Except as set forth in the Company Disclosure Letter, all outstanding shares of the capital stock of the Company and each all outstanding shares of the Company Subsidiary 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 applicable corporate laws of the State of DelawarePoland, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There Except as set forth in this Section 3.03 and in the Company Disclosure Letter, there are not any bonds, debentures, notes or other indebtedness of the Company or any the Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock Shares or the common stock shares of any the Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any the Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any the Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests inshares of, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest inshares of, the Company or any the Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 Company or of any the shares of the Company Subsidiary. As Except as set forth in the Company Disclosure Letter, as of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyParent.

Capital Structure. (a) The authorized capital stock of the Company (the “Company Capital Stock”) consists of 1,000 20,000,000 shares of common Company Common Stock and 2,000,000 shares of preferred stock, all no par value per share (the “Company Preferred Stock”). As of which are the date of this Agreement, (i) 125,000 shares of Company Common Stock and no shares of Company Preferred Stock were issued and outstandingoutstanding and (ii) no shares of Company Common Stock were held by the Company in its treasury. Except as set forth abovein the immediately preceding sentence, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or are outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Capital Stock 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 applicable corporate laws of the State of DelawareCBCA, the Company Constituent Instruments Charter, the Company Bylaws or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other instruments evidencing indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as 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 Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the 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 Company or of any Company Subsidiary or any Voting Company Debt, Debt or (bii) obligating the 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 (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 Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other person. All outstanding shares of Company Common Stock and all outstanding shares of capital stock of each Company Subsidiary have been issued in compliance with (i) all applicable securities laws and other applicable laws and (ii) all requirements set forth in applicable contracts. (b) The stock register of the Company accurately records: (i) the name of each person owning shares of Company Common Stock and (ii) the certificate number of each certificate evidencing shares of capital stock issued by the Company, the number of shares evidenced by such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation. A complete and correct copy of the stock register of the Company has been made available to Parent.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,000 10 shares of common the Company Common Stock, par value $0.10 per share. The authorized capital stock of the Subsidiary consists of one million (1,000,000) shares of the Subsidiary Common Stock, no par value per share. (b) There are, as of the date of this Agreement, issued and outstanding 10 shares of Company Common Stock and one thousand (1,000) shares of Subsidiary Common Stock. No shares of Company Common Stock are held by the Company as treasury stock, all and no shares of which Subsidiary Common Stock are issued and outstanding. held by the Subsidiary as treasury stock. (c) Except as set forth abovein or pursuant to Section 3.4(b), there are issued and outstanding (i) no shares of capital stock or other voting securities of the Company or the Subsidiary, (ii) no securities of the Company, the Subsidiary, or any other Person convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of the Company or the Subsidiary, (iii) no equity equivalents, interests in the ownership or earnings of the Company or the Subsidiary, or (iv) no subscriptions, options, warrants, calls, rights, commitments, understandings or agreements to which the Company or the Subsidiary is a party or by which it is bound obligating the Company or the Subsidiary to issue, deliver, sell, purchase, redeem or acquire shares of capital stock or other voting securities of the Company or the Subsidiary (or securities convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of the Company or the Subsidiary) or obligating the Company or the Subsidiary to grant, extend or enter into any such subscription, option, warrant, call, right, commitment, understanding or agreement, or otherwise relating in any way to the sale, assignment, transfer, encumbrance, or delivery of the Company Common Stock or the Subsidiary Common Stock. (d) All outstanding shares of Company Common Stock and Subsidiary Common Stock are duly authorized and validly issued, reserved for issuance fully paid and non-assessable and not subject to any preemptive right. (e) Except as set forth in Schedule 3.4(e), at the Closing, there will be no shareholder agreement, voting trust or outstanding. The other agreement or understanding to which the Company or the Subsidiary is a party or by which it is bound relating to the sole record and beneficial owner voting of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding any shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract Subsidiary. (as defined in Section 3.05f) to which the Company is a party or otherwise bound. There are not any bondsno outstanding stock appreciations, debenturesphantom stock, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible intoprofit participation, or exchangeable for, securities having the right similar rights with respect to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound the Subsidiary. (ag) obligating All accrued dividends on the Company Common Stock and the Subsidiary Common Stock, if any, whether or any Company Subsidiary to issuenot declared, 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companyhave been paid.

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares of common stockordinary shares, all of which 1,000 shares are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of DelawareBritish Virgin Islands, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock capitalization of the Company consists of 1,000 shares of common stock, all of which are issued and outstandingMSCC is as set forth under Schedule 3.3. Except as set forth aboveon Schedule 3.3, no shares of capital stock membership interests or other voting securities of the Company MSCC are issued, reserved for issuance or outstanding. The Company MSCC is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiaryof its subsidiaries. All outstanding shares membership interests of the capital stock of the Company and each Company Subsidiary MSCC 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 any applicable corporate laws of the State of DelawareLaws, the Company Constituent Instruments MSCC charter documents, or any Contract (as defined in Section 3.05) to which the Company MSCC is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary MSCC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common capital stock of any Company Subsidiary MSCC may vote (“Voting Company MSCC Debt”). Except as set forth above, as As of the date of this Agreement, there are not any membership interests, 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 Company or any Company Subsidiary MSCC is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary MSCC to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock stock, membership interests or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary MSCC or any Voting Company MSCC Debt, (b) obligating the Company or any Company Subsidiary MSCC to issue, grant, extend or enter into any such membership interest, 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 or membership interest of the Company or of any Company SubsidiaryMSCC. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company MSCC to repurchase, redeem or otherwise acquire any shares membership interest of capital stock MSCC. No further approval or authorization of any unitholder, the Board of Members or others is required for the sale of the CompanyMSCC Units. Except as set forth on Schedule 3.3, there are no stockholders agreements, voting agreements or other similar agreements with respect to MSCC’s membership interests to which MSCC is a party or, to the knowledge of MSCC, between or among any of MSCC’s unitholders.

Capital Structure. The authorized share capital stock of the Company consists of 1,000 Seven Million Five Hundred Thousand (7,500,000) shares of stock consisting of Seven Million Five Hundred Thousand (7,500,000) shares of common stock, all stock of which Seven Million Four Hundred and One Thousand Five Hundred (7,401,500) shares are issued and outstanding. Except as set forth above, no No shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State its state of Delawareincorporation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. There Except as disclosed in the Company Disclosure Schedule, there are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as set forth aboveherein, 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 Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the 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 shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company shares or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock of the Company Love Group consists of 1,000 1,000,000,000 shares of common stock, all par value $0.0001 per share. The number of which are shares of Love Group’s common stock issued and outstandingoutstanding is set forth in the Love Group Disclosure Letter. No shares of Love Group’s common stock are held by 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 Company are Love Group were issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of Love Group are, and all such shares that may be issued prior to the Company and each Company Subsidiary are 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 applicable corporate laws of the State of DelawareNevada Revised Statutes, the Company Constituent Instruments Love Group Charter, the Love Group Bylaws or any Contract (as defined in Section 3.05) to which the Company Love Group is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary 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 Company Stock or the Love Group’s common stock of any Company Subsidiary may vote (“Voting Company Love Group Debt”). Except as set forth above, as of in the date of this AgreementLove 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 Company or any Company Subsidiary Love Group is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary 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 Company or any Company Subsidiary Love Group or any Voting Company Love Group Debt, (b) obligating the Company or any Company Subsidiary 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 Company or of any Company SubsidiaryLove Group. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company Love Group to repurchase, redeem or otherwise acquire any shares of capital stock of Love Group. Except as set forth in the CompanyLove 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 capital stock of the Company consists of 1,000 100 shares of common stock, all par value $0.01 per share, of which 10 shares, constituting the Shares, are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Shares are duly authorized, validly issued, fully paid and paid, 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 applicable corporate laws General Corporation Law of the State of Delaware, the Company Constituent Instruments Charter, the Company Bylaws or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there 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 Company or any the Company Subsidiary is a party or by which any of them is bound (ai) obligating the Company or any the Company Subsidiary to issue, deliver or sell, pledge, grant a security interest on or encumber, or cause to be issued, delivered or sold, pledged, a security interest granted on or encumbered, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any the Company Subsidiary or any Voting Company Debt, Debt or (bii) obligating the Company or any the Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking undertaking. There are no other agreements to which the Company or (c) that give any person the right to receive any economic benefit Company Subsidiary is a party, or right similar to or derived from among the economic benefits and rights occurring to holders of the capital stock Shares, with respect to the voting of the Company or of any Company SubsidiaryShares. As of the date of this Agreement, there There are not any no outstanding contractual obligations of the Company or the Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany or the Company Subsidiary.

Capital Structure. (i) The authorized capital stock of the Company consists of 1,000 200,000,000 Common Shares, of which 12,868,158 Common Shares (including shares of common stockrestricted stock issued pursuant to Company Stock Plans) were issued and outstanding as of the close of business on September 30, all 2001, and 50,000,000 preference shares, par value $0.01 per share, of which no shares are issued or outstanding as of the date hereof. All of the issued and outstandingoutstanding Common Shares have been duly authorized and are validly issued, fully paid and nonassessable. Since September 30, 2001, the Company has issued no Common Shares, or securities convertible or exchangeable into Common Shares. As of the date hereof, the Company has no commitments (including contingent or conditional commitments) to issue or deliver Common Shares or preference shares. (ii) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary, to the extent owned by the Company, is owned by the Company, directly or indirectly, free and clear of any mortgage, lien, pledge, charge, security interest or encumbrance in respect of such property or asset and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests, except as set forth in the Company's Bye-laws). Except as set forth abovecontemplated by this Agreement, there are no outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary or (B) options or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company are issuedor any of its Subsidiaries to issue, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of each Company Subsidiary. All outstanding shares of or ownership interests in, any Subsidiary (the items in clauses (A) and (B) being referred to collectively with the capital stock of the Company and each Company Subsidiary 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 subsidiaries as the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound"SUBSIDIARY SECURITIES"). There are not no outstanding obligations -13- of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Subsidiary Securities. (iii) Except as set forth above (A) there is no share capital or other voting securities of the Company authorized, reserved, issued or outstanding, (B) neither the Company nor any of its Subsidiaries is party to any agreement creating preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible securities or other agreements, arrangements or commitments of any character relating to, or the value of which is determined by reference to, the issued or unissued share capital or other ownership interest of the Company or any of its Subsidiaries, and (C) neither the Company nor any of its Subsidiaries is party to any agreement creating any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having similar obligations. (iv) The Preference Shares have been duly authorized and reserved for issuance, and, when issued in accordance with the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date terms 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 Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to will be validly issued, delivered or soldfully paid and non-assessable. The Conversion Shares have been duly authorized and reserved for issuance, additional shares of capital stock or other equity interests in, or any security convertible or exercisable and when issued in exchange for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating Preference Shares in accordance with the 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 (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 terms of the capital stock of certificate, will be validly issued, fully paid and non-assessable. (v) The Warrants have been duly authorized, and, when executed and delivered in accordance with the Company or of any Company Subsidiary. As of the date terms of this Agreement, there are not any outstanding contractual will constitute legal, valid and binding obligations of the Company, enforceable against the Company to repurchasein accordance with their terms. The Warrant Shares have been duly authorized and reserved for issuance, redeem or otherwise acquire any shares of capital stock and, when issued upon exercise of the CompanyWarrants in accordance with the terms thereof, will be validly issued, fully paid and non-assessable.

Capital Structure. The Company is authorized capital stock to issue 500,000 Units, of which 60,000 are designated Class A Units and 440,000 are designated as Common Units. As of the Company consists date of 1,000 shares of common stockthis Agreement, all of which 104,843 Common Units are issued and outstanding and no Preferred Units are issued and outstanding. Except as set forth above, no shares of capital stock membership interests or other voting securities interests of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock membership interests of each Company Subsidiary. All outstanding shares of the capital stock membership interests of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There Except as set forth in this Section 3.03, there are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities membership interests having the right to vote) on any matters on which holders of Company Stock Units or the common stock membership interests of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there 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 Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock membership interests or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock membership interests of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 membership interests of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. (a) The authorized capital stock Capital Stock of the Company consists of 1,000 100,000,000 shares of common stockCommon Stock, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth abovewhich, as of the date of this Agreement, (A) 22,422,943 shares of Common Stock are issued and outstanding, (B) 4,980,124 shares of Common Stock are held by the Company in its treasury and (C) no shares of Common Stock are held by any of the Company's Subsidiaries. (b) There are no outstanding warrants, stock options or stock appreciation rights or other rights to receive or purchase any Capital Stock of the Company or any of its Subsidiaries granted under the Stock Plans or otherwise except as set forth in Schedule 3.3(b) of the Company Disclosure Schedule (such warrants, share or stock options, shares or stock appreciation rights or other rights disclosed thereon, collectively, the "Company Options"). Except as set forth in Schedule 3.3(b) of the Company Disclosure Schedule and except as provided in the Transaction Documents, 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 Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares any Capital Stock of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (cundertaking. Except as set forth in Schedule 3.3(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 Company Disclosure Schedule, there are no outstanding obligations of the Company or any of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company its Subsidiaries (contingent or otherwise) to repurchase, redeem or otherwise acquire any Capital Stock of the Company or any of its Subsidiaries or any security exchangeable for or convertible into such Capital Stock. All of the Company's Stock Plans are listed on Schedule 3.3(b). (c) All outstanding Capital Stock of the Company and its Subsidiaries are, and all shares which may be issued upon (i) conversion of capital stock any of the Notes issued, (ii) payment of interest on any of the Notes issued, or (iii) exercise of the Options will be, when issued and upon delivery of the exercise price, if any, payable with respect thereto, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive or similar rights. (d) Except as contemplated hereby or in the other Transaction Documents or as set forth in Schedule 3.3(d) of the Company Disclosure Schedule, there are not any registration rights agreements, shareholder agreements, voting agreements or trusts, proxies or other agreements or contractual obligations to which the Company is a party or bound with respect to the registration with any Government Entity, or the voting or disposition of any Capital Stock of the Company.

Capital Structure. The authorized capital stock of the Company consists of 50,000 ordinary shares of which 1,000 shares of common stock, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of DelawareBritish Virgin Islands, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There Except as set forth in this section 3.03 and in the Company Disclosure Letter, there are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“"Voting Company Debt”"). 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 Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company or of any Company Subsidiary. As Except as set forth in the Company Disclosure Letter, as of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyParent.

Capital Structure. The authorized share capital stock of the Company consists of 1,000 One Hundred Million (100,000,000) shares of common stockstock with Four Hundred (400) shares outstanding and Five Million (5,000,000) shares of preferred stock authorized with One Million (1,000,000) shares of preferred stock designated as Series A Preferred Stock, all of which are issued and outstanding. Except as set forth above, no No shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State its state of Delawareincorporation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as otherwise set forth aboveherein, 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 Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the 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 shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company shares or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The (a) As of November 7, 2005, the authorized capital stock of the Company consists consisted of 1,000 135,000,000 shares of common Company Common Stock and 1,000,000 shares of the Company preferred stock, all $0.01 par value ("Company Preferred Stock"). As of which are November 7, 2005, there were 45,383,816 shares of Company Common Stock issued and outstanding, no shares of Company Preferred Stock outstanding and 262,238 shares of Company Common Stock held in the Company's treasury. As of the date of this Agreement, no shares of Company Common Stock or Company Preferred Stock are reserved for issuance, except for shares of Company Common Stock reserved for issuance upon the exercise of outstanding Options and vesting or other termination of restrictions on Stock Units granted pursuant to the Stock Plans. All of the issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. No Company Subsidiary owns any shares of Company Common Stock. (b) Except as set forth abovein Section 3.3(b) of the Company Disclosure Letter and referred to in Section 3.3(a), no as of the date of this Agreement, (1) there are not issued, reserved for issuance or outstanding (i) any shares of capital stock or other voting securities of the Company are issuedCompany, reserved (ii) any securities convertible into or exchangeable or exercisable for issuance shares of capital stock or outstanding. The Company is the sole record and beneficial owner of all voting securities of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible intoSubsidiary, or exchangeable for, securities having the right to vote(iii) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rightscalls, convertible options or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind other rights to which acquire from the Company or any Company Subsidiary is a party any capital stock, voting securities or by which securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any Company Subsidiary and (2) there are no outstanding obligations of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or other equity interests in, voting securities of the Company or any security convertible or exercisable Company Subsidiary. Except for or exchangeable into the Stock Units granted pursuant to the Stock Plans (which Stock Units are set forth in Section 3.3(b) of the Company Disclosure Letter) and except for any capital stock obligations the Company may have to acquire Stock Unit shares upon vesting to satisfy tax withholding obligations related thereto, there are no outstanding contractual obligations of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Company Common Stock or other capital stock, voting securities or securities convertible into or exercisable or exchangeable for capital stock or voting securities of the Company or any Company Subsidiary or affiliate or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Company Subsidiary or any other person, nor has the Company or any Company Subsidiary granted or agreed to grant to any person any stock appreciation rights or similar equity-based rights. Except as permitted by this Agreement, following the Merger neither the Company nor any Company Subsidiary nor the Surviving Corporation will have any obligation to issue, transfer or sell any shares of its capital stock or other equity interest pursuant to any employee benefit plan or otherwise. (c) Section 3.3 of the Company Disclosure Letter sets forth a true and complete list of all Options that are issued and outstanding as of the date hereof, including with respect to each such Option the holder thereof, the number of Shares for which such Option is exercisable, the grant date, expiration date, exercise price and the Stock Plan pursuant to which such Option was issued. (d) There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of or other equity interest in the Company or any Company Subsidiary. (e) CVS Corporation is no longer a "Principal Stockholder" and the "CVS Group" owns less than 5% of the "Voting Power", with each such term being used as defined in the certificate of incorporation of the Company.

Capital Structure. The authorized capital stock of the Company consists of 1,000 100 shares of common stock, all of which which, 100 shares are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments corporation law or any Contract (as defined in Section 3.05) contract to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the shares of common stock of any the Company Subsidiary may vote (“Voting Company Debt”). Except as set forth aboveon Schedule 3.03, 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 Company or any Company Subsidiary is a party or by which any of them its is bound (ai) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary 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 Company or of any Company SubsidiaryCompany. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. (a) The authorized capital stock authorized, issued and outstanding Company Units consist solely of 30,000,000 Units, of which, 18,220,897 Units have been issued to the Members. The Company holds no Company Units. The Members signing this Agreement constitute a true, correct and complete list of the Company consists of 1,000 shares of common stock, all of which are issued and outstandingMembers. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the All issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Units are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation free of any purchase optionEncumbrances, call option, right of first refusaloutstanding subscriptions, preemptive right, subscription right rights or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments “put” or “call” rights created by statute or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of by which the Company or any of its assets is bound. The Company Subsidiary having has never declared or paid any distributions on any Company Units. There is no Liability for declared and unpaid distributions by the Company. The Company is not under any obligation to register under the Securities Act or any other Applicable Law any Company Units, any Equity Interests or any other securities of the Company, whether currently outstanding or that may subsequently be issued. All issued and outstanding Company Units were issued in compliance with Applicable Law and all requirements set forth in the Operating Agreement and any applicable Contracts to which the Company is a party or by which the Company or any of its assets is bound. (b) As of the Agreement Date, there are no authorized, issued or outstanding Equity Interests of the Company other than Company Units and the Warrants. No Person has any Equity Interests of the Company, equity appreciation rights, stock units, share schemes, calls or rights, or is party to any Contract of any character to which the Company, or a Company Member is a party or by which it or its assets is bound, obligating the Company, or such Company Member to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Equity Interests of the Company or other rights to purchase or otherwise acquire any Equity Interests of the Company, whether vested or unvested. (c) No Company Debt (i) granting its holder the right to vote on any matters on which any Company Member may vote (or that is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting units of the Company, is issued or outstanding as of the Agreement Date (collectively, “Company Voting Debt”). (d) Other than the Operating Agreement and the Warrants there are no Contracts relating to voting, purchase, sale or transfer of any Company Units (i) between or among the Company and any Company Member, other than written Contracts granting the Company the right to votepurchase unvested units of membership interests upon termination of employment or service, and (ii) on any matters on which holders of Company Stock or to the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as knowledge of the date Company, between or among any 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 the Company Members. No Contract to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any of its assets is bound relating to any Unvested Company Subsidiary to issueUnits requires or otherwise provides for any accelerated vesting of any Unvested Company Units or the acceleration of any other benefits thereunder, deliver in each case in connection with the Transactions or sell, upon termination of employment or cause to be issued, delivered service with the Company or sold, additional shares of capital stock or other equity interests inAcquirer, or any security convertible other event, whether before, upon or exercisable for following the Effective Time or exchangeable into any capital stock otherwise. No Company Units are subject to vesting, reverse vesting, forfeiture, a right of repurchase or other equity interest in, to a “substantial risk of forfeiture” within the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 meaning of Section 83 of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCode.

Capital Structure. The authorized share capital stock of the Company consists of 1,000 2,500,000,000,000 ordinary shares of common stock, all of which 11,495,000 ordinary shares are issued and outstanding. Except as set forth aboveherein, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding shares or capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of DelawareBritish Virgin Islands, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound, except as set forth in the Company Disclosure Letter. There Except as set forth in the Company Disclosure Letter, there are not any no bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock Shares or the shares or common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth aboveherein, 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 Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the 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 shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 shares or capital stock of the Company or of any Company Subsidiary. As Except as set forth in the Company Disclosure Letter, as of the date of this Agreement, there are not any no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent. Notwithstanding the Companyforegoing, any capital stock of the Company not exchanged under this Agreement will continue to remain outstanding and owned by any non-executing Shareholder who has not executed the counterpart signature page of this Agreement, until such Shareholder and Parent agree to the terms of such a transfer or exchange.

Capital Structure. The authorized capital stock of the Company consists of 1,000 Twenty Million (20,000,000) shares of common stock, all Company Common Stock. There are One Million (1,000,000) shares of which are issued and Common Stock outstanding. Except as set forth above, no shares of capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Stock or may vote. The Company Disclosure Schedule sets forth the common stock outstanding Capitalization of any Company Subsidiary may vote (“Voting Company Debt”)the Company. Except as set forth above, as of the date of this Agreement, 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 Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the 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 voting securities of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary 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 undertaking. Other than the Company or of any Stock Options and Company Subsidiary. As of the date of this AgreementWarrants, there are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act") or other agreements or arrangements with or among any securityholders of the Company with respect to securities of the Company.

Capital Structure. The authorized capital stock of the Company consists of 1,000 40,000,000 shares of common stock, all $.01 par value ("Company Common Stock"), and 2,000,000 shares of which are preferred stock, $.01 par value ("Company Preferred Stock"). At the date hereof, 10,252,844 Company Shares were issued and outstanding and no shares of Company Preferred Stock were issued and outstanding. In addition, at the date hereof, an aggregate of 1,114,930 shares of Company Common Stock were reserved for issuance under various employee and director plans and agreements of the Company all as accurately described in all material respects in Section 3.1(c) of the Company Disclosure Letter. Except as set forth above, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are duly authorizedall such shares issuable upon the exercise of stock options will be, validly issued, fully paid and nonassessable and not subject to preemptive rights. No capital stock has been issued by the Company since July 14, 1998, to the date hereof, other than shares of Company Common Stock issued pursuant to options outstanding on or issued prior to such date in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision accordance with their terms at such date. Except pursuant to stock option plans of the applicable corporate laws Company described in Section 3.1(l) of the State of DelawareCompany Disclosure Letter (collectively, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of "Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”Plans"). Except as set forth above, as of the date of this Agreement, there are not any no outstanding or authorized securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractspreemptive rights, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party party, or by which any of them is bound (a) bound, obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock or other equity interests inor voting securities of, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest ownership interests in, the Company or any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. Except as set forth in Section 3.1(c) of the Company Disclosure Letter, all of which shall be terminated without cost to the Company by the Effective Time of the Merger, there are not as of the date hereof and there will not be at the Effective Time any stockholder agreements, voting trusts or (c) that give other agreements or understandings to which the Company 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 Company. There are no restrictions on the Company or with respect to voting the stock of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companyits subsidiaries.

Capital Structure. (a) The authorized stated capital stock of the Company consists amounts to eight hundred thousand Swiss Francs (CHF 800,000) divided into eight hundred (800) bearer shares fully paid up in cash with a par value of CHF 1,000 shares of common stockeach, all of which seven hundred sixty (760) shares are issued held by the Selling Shareholders and outstandingforty (40) shares are held by the Company. Except as set forth above, There are no other outstanding shares of capital stock or other voting securities of the Company are issued, reserved for issuance and no outstanding commitments to issue any shares or outstanding. The Company is the sole record and beneficial owner of all voting securities of the issued and outstanding capital stock of each Company Subsidiaryother than as set forth above. All outstanding shares of the capital stock Group Companies were issued in compliance with all applicable securities and corporate laws of the Company jurisdiction in which such Companies are incorporated and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable nonassessable. The issued 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 outstanding share capital of the applicable corporate laws Company is held legally and beneficially and of record by the State Selling Shareholders as set forth on Exhibit A, free and clear of Delaware, the Company Constituent Instruments or any Contract all Encumbrances (as defined in Section 3.05below). (b) Except for the rights created pursuant to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this AgreementTransaction Documents, there are not any no options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, convertible orally or exchangeable securitiesin writing, “phantom” stock rights, stock appreciation rights, stock-based performance unitsfor the purchase or acquisition from any Group Company of any shares of its share capital, commitments, Contracts, agreements or arrangements or undertakings of any kind character to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock any Group Company or other equity interests inobligating any Group Company to grant, extend, accelerate the vesting of, change the price of, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend otherwise amend or enter into any such option, warrant, call, right, securitycommitment or agreement (collectively, commitment"Company Rights"). Except as set forth in the Company Disclosure Schedule, Contractthere are no contracts, arrangement commitments or undertaking agreements relating to the voting, purchase or sale of any Group Company's share capital between such Group Company and any shareholder or among any such shareholders. There is no action, proceeding, claim or, to the Selling Shareholders' knowledge, investigation against any Selling Shareholder or the Selling Shareholders' assets or properties, pending or, to such Selling Shareholders' knowledge, threatened, at law or in equity, by or before any court, arbitrator or other tribunal, or before any administrative law judge, hearing officer or administrative agency relating to or in any other manner impacting upon the Shares held by such Selling Shareholder. (c) that give any person There is no Company stock option plan. (d) The Shares are 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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any only shares of capital stock of the Company. (e) The delivery by the Selling Shareholders of the respective bearer share certificates to the Purchaser and the Purchaser's payment for and acceptance thereof, will transfer to the Purchaser good, valid and marketable title to all of the outstanding share capital of the Company free and clear of any Encumbrances. Immediately following the Closing, the Purchaser will own 100% of the outstanding share capital of the Company, and all options, warrants and other rights to acquire shares of the Company, free and clear of all pledges, liens, encumbrances, charges, mortgages, security interests or other third party rights (whether IN REM or IN PERSONAM), irrespective of whether such third party rights arise under any agreement or other instrument, by the mere operation of statutory or other laws or by means of a judgment, order or decree of any court, judicial or administrative authority, including the requirement to obtain any approval or consent from a third party or authority to the exercise or full vesting of a right or title ("Encumbrances", and "Encumber" shall be construed accordingly).

Capital Structure. (i) The authorized capital stock of the Company consists of 1,000 40,000,000 shares of common Common Stock and 2,000,000 shares of preferred stock, all par value $.01 per share (the "Authorized Preferred Stock"). Of these amounts: 12,704,208 shares of which Common Stock are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities Authorized Preferred Stock are issued and outstanding, no shares of Common Stock are held by the Company in its treasury and no shares of Common Stock are held by any of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract Company's Subsidiaries. (as defined in Section 3.05ii) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of Company issued or any Company Subsidiary outstanding having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock or Authorized Preferred Stock may vote. (iii) Except for rights under the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except Stock Plans and as set forth abovein Schedule 3.1(c)(iii) of the Company Disclosure Schedule, there are no outstanding warrants, stock options, stock appreciation rights or other rights to receive any capital stock of the Company. Schedule 3.1(c)(iii) of the Company Disclosure Schedule sets forth a complete and correct list, including the aggregate amount of shares reserved for issuance under the Stock Plans, as of the date hereof, of this Agreementthe number, class and series of shares subject to all warrants, options, stock appreciation rights or other rights to receive any of the capital stock of the Company (collectively, "Company Options"), and the exercise or base prices thereof. Except for the Company Options and, except as set forth above or in Schedule 3.1(c)(iii) of the Company 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 to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock (or other voting or equity interests insecurities or interests, or any security convertible or exercisable for or exchangeable into any capital stock as applicable) of or other equity interest in, the Company or of any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (cundertaking. Except as set forth in Schedule 3.1(c)(iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this AgreementDisclosure Schedule, there are not any no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or other voting or equity securities or interests, as applicable) of the Company or any of its Subsidiaries. (iv) All outstanding shares of capital stock (or other voting or equity securities or interests, as applicable) of the Company and its Subsidiaries are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive or similar rights. (v) Except as contemplated by the Voting Agreement or in the other Transaction Documents or as set forth in Schedule 3.1(c)(iii) of the Company Disclosure Schedule, there are not any stockholder agreements, voting agreements or trusts, proxies or other agreements or contractual obligations to which the Company or any Subsidiary is a party or bound with respect to the voting or disposition of any shares of the capital stock (or other voting or equity securities or interests, as applicable) of the Company or any of its Subsidiaries and, to the Company's knowledge, there are no other stockholder agreements, voting agreements or trusts, proxies or other agreements or contractual obligations among the stockholders of the Company with respect to the voting or disposition of any shares of the capital stock (or other voting or equity securities or interests, as applicable) of the Company or any of its Subsidiaries.

Capital Structure. The authorized capital stock of the Company consists of 1,000 10,000 ordinary shares. As of the date of this Agreement, ten thousand (10,000) ordinary shares of common stock, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of DelawareHong Kong, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There Except as set forth in this section 3.03, there are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyParent.

Capital Structure. The authorized capital stock Company Shares and the Convertible Promissory Notes are the only outstanding securities of the Company consists of 1,000 shares of common stock, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Section 2.03 of the Company is the sole record Disclosure Letter sets forth a complete and beneficial owner accurate list of all stockholders of the issued Company and outstanding capital stock Advanced Microsensors Corporation indicating the number of Company Shares and shares of Advanced Microsensors Corporation, as applicable, held by each Company Subsidiarystockholder. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delawarelaw, the Company Constituent Instruments or any Contract (as defined in Section 3.052.05) to which the Company is a party or otherwise bound. There Except for the Convertible Promissory Notes, there are not any bonds, debenturespromissory notes, notes or other indebtedness Indebtedness (as defined in Section 2.21) of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as set forth above, as of or in the date of this AgreementCompany 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 Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the 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 Company or any Company Subsidiary or any Voting Company DebtDebt (other than the Advanced Microsensors Corporation employee stock option plan, a copy of which is annexed to the Company Disclosure Letter), (b) obligating the 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 (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 Company. There are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to preemptive rights, rights of first refusal, co-sale rights or “drag along” rights) of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations securities of the Company to repurchase, redeem or otherwise acquire any shares of capital stock other than as set forth in the Investors’ Rights Agreement (defined in Section 4.01(b)). All of the Companyissued and outstanding Company Shares were issued in compliance with applicable federal and state securities laws.

Capital Structure. The authorized share capital stock of the Company consists of 1,000 eight hundred (800) shares of common stock, all stock with eight hundred (800) shares outstanding and two hundred (200) shares of which are issued and preferred stock authorized with one hundred (100) shares outstanding. Except as set forth above, no No other shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State its state of Delawareincorporation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.054.4) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as otherwise set forth aboveherein, 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 Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the 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 shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company shares or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. (a) The authorized capital stock Capital Stock of the Company consists of 1,000 100,000,000 shares of common Company Common Stock and 10,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock”). As of the date of this Agreement (i) 20,981,813 shares of Company Common Stock were issued and outstanding, all of which shares of Company Common Stock are represented by the IDSs, (ii) 19,013,332 shares of Company Preferred Stock are held by the Company in its treasury, and (iii) no shares of Company Preferred Stock are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock Capital Stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract rights. (as defined in Section 3.05i) to which the Company is a party or otherwise bound. There are not any bondsno issued, debentures, notes reserved for issuance or other indebtedness outstanding (A) securities of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party of its Subsidiaries convertible into or by which any exchangeable or exercisable for shares of them is bound (a) obligating Capital Stock or voting securities of the Company or any of its Subsidiaries or (B) warrants, calls, options, subscriptions or other rights, agreements or commitments to acquire from the Company Subsidiary or any of its Subsidiaries, or any obligation of the Company or any of its Subsidiaries to issue, any Capital Stock, voting securities or securities convertible into or exchangeable or exercisable for Capital Stock or voting securities of the Company or any of its Subsidiaries and (ii) there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, 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, such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement or any Company Subsidiary or any Voting Company Debt, (b) obligating proxy with respect to the Company or any Company Subsidiary to issue, grant, extend or enter into voting of any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or securities. (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 As of the date hereof, the only outstanding capital stock lease obligations requiring annual payments in excess of $100,000 individually or $1,000,000 in the aggregate, or indebtedness for borrowed money and indebtedness secured by mortgages or Liens, or guarantees of the foregoing of the Company or its Subsidiaries requiring annual payments in excess of any $50,000 individually, are set forth on Section 3.03(c) of the Company Subsidiary. As Disclosure Schedule (including the respective amounts outstanding as of the date set forth therein of this Agreement, there are not any outstanding contractual obligations each of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companyforegoing).

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares 50,000 ordinary shares, of common stockno par value each, all of which 50,000 shares are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of DelawareBritish Virgin Islands, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyParent.

Capital Structure. (a) The authorized capital stock of Units are the Company consists of 1,000 shares of common stock, all of which are only issued and outstanding. Except as set forth aboveoutstanding equity interests of Company, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued Units are beneficially and outstanding capital stock of each Company Subsidiaryrecord owned by Seller. All outstanding shares Upon consummation of the capital stock Transactions, ▇▇▇▇▇ will beneficially and of record own all of the Company Units, free and each Company Subsidiary clear of all Liens. (b) All Units are duly authorized, validly issued, fully paid and nonassessable paid, non-assessable and not subject to any preemptive rights or issued in violation of any purchase optionsimilar rights under applicable law, call optionCompany’s Organizational Documents, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) agreement to which the Seller or a Group Company is a party or otherwise by which Seller or a Group Company is bound. There are no options, warrants, calls, conversion rights, commitments, agreements, restrictions, equity-linked securities, or rights of any character to which Seller or any Group Company is a party or by which Seller or any Group Company is bound obligating any Group Company to issue additional securities. There are no accrued and unpaid dividends with respect to any outstanding Units. (c) Company is the sole legal and beneficial owner, directly or indirectly, of all outstanding shares of capital stock, membership interests or other equity interests of each Group Company, free and clear of all liens (other than Liens arising under applicable securities laws and Liens that will be terminated at or prior to the Closing), encumbrances, pledges, security interests, charges, claims, community property interests, mortgages, easements, encroachments, rights of way, restrictions on transfer, Taxes, purchase rights, Contracts, commitments, options, warrants, or restrictions of any kind, including any restrictions on use, voting, receipt of income or exercise of any other attribute of ownership, as applicable (“Liens”), all such shares or interests are duly authorized, validly issued, fully paid, and nonassessable and Company has the right to exercise all voting and other rights over each Group Company. (d) Other than the Group Companies, Company does not have any subsidiaries, and does not otherwise own or control, directly or indirectly, share of capital stock of any other corporation, or any membership interest or other equity interest in any partnership, limited liability company, joint venture or other non-corporate business entity or enterprise. No Group Company is subject to any obligation to make any investment (in the form of a loan, capital contribution or otherwise) in any Person other than as set forth on Schedule 3.1.2(g). (e) No Group Company has outstanding: (i) any debt, the holders of which (A) have the right to vote (or are convertible or exercisable into securities having the right to vote) with shareholders, members or other equityholders of such Group Company on any matter, or (B) are or will become entitled to receive any payment as a result of the execution of this Agreement or the completion of the Transactions; (ii) any restricted stock, restricted stock units, stock appreciation rights, stock performance awards, dividend equivalents, or other stock-based or equity-linked securities of a similar nature; or (iii) as of the date of this Agreement, any Intercompany Indebtedness other than the Intercompany Indebtedness set forth on Schedule 1.4.1(h). At the consummation of the Closing, such Intercompany Indebtedness will have been settled and paid off in full in accordance with Section 1.4.2 and the balance of Intercompany Indebtedness and Intercompany Receivables is zero dollars ($0). (f) There is no agreement or right requiring or otherwise providing for the issuance, purchase, repurchase, registration, transfer or redemption of any shares, membership interests or other equity interests of a Group Company, and no Group Company has redeemed any shares, membership interests or other equity interests. No Group Company owns or holds the right to acquire any security or interest in any other Person. There are no voting trusts, proxies or other agreements with respect to the voting or transfer of the capital stock, membership interests or outstanding bonds, debentures, notes or other indebtedness Indebtedness of any Group Company or any Company Subsidiary having the right to vote (whether on an as-converted basis or otherwise) (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders or other equity interest of Company Stock or a Group Company. (g) Schedule 3.1.2(g) lists the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as ownership of the date outstanding capital stock or other equity interests of this Agreementeach Group Company. All outstanding shares of capital stock, there membership interests or equity interests of a Group Company are validly issued, fully paid, nonassessable, and not subject, under applicable law, each Group Company’s Organizational Documents, or to 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 contract to which the a Group Company or any Company Subsidiary is a party or by which a Group Company may be bound, to any preemptive rights, rights of them refusal or first offer, registration or other outstanding rights, options, warrants, conversion rights, unit appreciation rights, phantom equity rights, redemption rights, repurchase rights, agreements, arrangements or commitments under which a Group Company is bound (a) obligating the Company or any Company Subsidiary may become obligated to issue, deliver issue or sell, or cause giving any Person a right to be issuedsubscribe for or acquire, or dispose of, any equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any equity interests of such Group Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Seller has delivered or soldmade available to Buyer true, additional shares complete and correct copies of the Organizational Documents of each Group Company. No Group Company is in violation of any provisions of its Organizational Documents. The capital stock stock, membership interests or other equity interests in, or of each Group Company were not issued in violation of any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking commitment to which the applicable Group Company is a party 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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companyis subject to.

Capital Structure. The authorized share capital stock of the Company consists of 1,000 U.S. $21,000 divided into 6,000,000 common shares of common stockU.S. $0.001 par value each and 1,500,000 preferred shares of U.S. $0.01 par value each. As of the date of this Agreement, all 5,099,503 ordinary shares are issued and outstanding and none of which the preferred shares are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of DelawareCayman Islands, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There Except as set forth in this section 3.03 and in the Company Disclosure Letter, there are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company or of any Company Subsidiary. As Except as set forth in the Company Disclosure Letter, as of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyParent.

Capital Structure. The authorized share capital stock of the Company consists of 1,000 Five Hundred Million (500,000,000) shares of common stock, all of which are issued and stock with Twenty-Five Million (25,000,000) shares outstanding. Except as set forth aboveNo other options, no warrants, shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State its state of Delawareincorporation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary BDC Shares may vote (“Voting Company Debt”). Except as otherwise set forth aboveherein, 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 Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the 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 shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company shares or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. (i) The authorized capital stock of the Company consists of 1,000 1,000,000 shares of common stockCompany Common Stock, all 226,892 of which are issued outstanding, 10,842 shares of Company Common Stock are reserved for issuance under stock options granted prior to the date of this Agreement and outstanding. Except as set forth above, no shares of capital stock Company Common Stock are held by the Company in its treasury. (ii) No bonds, debentures, notes or other voting indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which shareholders of the Company may vote ("Voting Debt") are issued, reserved for issuance issued or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of Company Common Stock are, and any Company Common Stock that may be issued pursuant to the capital exercise of any outstanding stock of the Company and each Company Subsidiary are option will be, 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract rights. (as defined in Section 3.05iii) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth abovein the letter dated the date hereof and delivered to Parent concurrent with the execution of this Agreement (the "Company Letter"), which relates to this Agreement and is designated therein as being the Company Letter, there is no option, warrant, call, right (including any preemptive right), commitment or any other agreement of any character that the Company or any Subsidiary is a party to, or may be bound by, requiring it to issue, transfer, sell, purchase or redeem any shares of capital stock, any Voting Debt, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock of the date Company or any Subsidiary, or to provide funds to, or make an investment (in the form of this Agreementa loan, capital contribution or otherwise) in, any of the Company's Subsidiaries or (excepting loans made in the ordinary course of a commercial banking business) any other corporation, partnership, association, firm, individual, trust or other legal entity (each, and any group of any two or more of the foregoing, a "Person"). (iv) Except as set forth in the Company Letter, there are not any options, warrants, rights, convertible is no voting trust or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements other agreement or undertakings of any kind understanding to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sellparty, or cause may be bound by, with respect 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 voting of the capital stock of the Company or any Subsidiary. (v) Since January 1, 1997, except as set forth in the Company Letter, the Company has not (A) issued or permitted to be issued any shares of any Company Subsidiary. As capital stock, or securities exercisable for or convertible into shares of the date of this Agreementcapital stock, there are not any outstanding contractual obligations of the Company to repurchaseor any Subsidiary; (B) repurchased, redeem redeemed or otherwise acquire acquired, directly or indirectly through any Subsidiary, any shares of capital stock of the Company or any Subsidiary (other than the acquisition of trust account shares); or (C) declared, set aside, made or paid to shareholders of the Company dividends or other distributions on the outstanding shares of capital stock of the Company, other than regular quarterly cash dividends at a rate not in excess of the regular quarterly cash dividend most recently declared by the Company prior to September 30, 1999.

Capital Structure. The authorized capital stock of the Company TEC consists of 1,000 shares of common stock10,000 ordinary shares, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company TEC are issued, reserved for issuance or outstanding. The Company TEC is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiaryof its subsidiaries. All outstanding shares of the capital stock of the Company TEC and each Company Subsidiary of 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 applicable corporate laws of the State Hong Kong Special Administrative Region of Delawarethe People’s Republic of China, the Company TEC Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company TEC is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company TEC or any Company Subsidiary 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 Company TEC Stock or the common capital stock of any Company Subsidiary of its subsidiaries may vote (“Voting Company TEC Debt”). Except as set forth above, as 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 Company TEC or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company TEC or any Company Subsidiary 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 Company TEC or any Company Subsidiary of its subsidiaries or any Voting Company TEC Debt, (b) obligating the Company TEC or any Company Subsidiary of its subsidiaries 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 Company TEC or of any Company Subsidiaryof its subsidiaries. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company TEC to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyTEC.

Capital Structure. (a) The authorized capital stock Equity Interests of the Company consists of 1,000 shares of common stock, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities consist of the Company Membership Interests, and such Membership Interests are issued, reserved for issuance or outstandingoutstanding and held by such Persons in such amounts as indicated on Schedule 2.2(a). The Company is the sole record and beneficial owner of all None of the issued Membership Interests are represented by certificates, and outstanding capital stock the ownership of each Company Subsidiarythe Membership Interests are accurately recorded in the books of the Company. All outstanding shares of the capital stock of the Company and each Company Subsidiary Membership Interests are duly authorized, validly issued, fully paid and nonassessable non-assessable and have not subject to or been issued in violation of any purchase option, call option, right Equity Rights. No current or former holder of first refusal, preemptive right, subscription right any Membership Interests or any similar right under other Person is contesting or has a valid basis for contesting the ownership of any provision Membership Interests or any dividends, distributions or contributions relating thereto. Other than the Membership Interests, there are no Equity Interests of the applicable corporate laws of the State of DelawareCompany authorized, the Company Constituent Instruments issued or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)outstanding. Except as set forth aboveon Schedule 2.2(a), as the Company has not made any Distribution since January 1, 2003, and no current or former holder of any Membership Interests has any right to receive any Distribution. (b) The authorized Equity Interests, and the date total number of this Agreementoutstanding Equity Interests, there of each Company Subsidiary is set forth on Schedule 2.2(b). All such Equity Interests are not any duly authorized, validly issued, fully paid and non-assessable. (c) There are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securitiesconversion rights, preemptive rights, rights of first refusal, redemption rights, repurchase rights, plans, “phantomtag-along” stock or “drag-along” rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which (“Equity Rights”) (i) obligating the Company or Company, any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary their respective Affiliates to issue, deliver deliver, redeem, purchase or sell, or cause to be issued, delivered delivered, redeemed, purchased or sold, additional shares any Equity Interests of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting securities or obligation convertible or exchangeable into or exercisable for, any Equity Interests of the Company Debtor any Company Subsidiary, (bii) obligating giving any Person a right to subscribe for or acquire any Equity Interests of the Company or any Company Subsidiary or (iii) obligating the Company, any Company Subsidiary or any of their respective Affiliates to issue, grant, extend adopt or enter into any such optionEquity Right. There are no outstanding or authorized equity appreciation, warrantphantom stock, call, right, security, commitment, Contract, arrangement profit participation or undertaking or (c) that give any person similar rights with respect to 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 Equity Interests of the Company or of any Company Subsidiary. As None of the date Company, any Company Subsidiary or any of this Agreementtheir respective Affiliates has (x) outstanding Indebtedness that could entitle or convey to any Person the right to vote, there are not or that is convertible into or exercisable for any outstanding contractual obligations Equity Interest of the Company or any Company Subsidiary or (y) Equity Rights that could entitle or convey to repurchase, redeem or otherwise acquire any shares of capital stock Person the right to vote with the equityholders of the CompanyCompany or any Company Subsidiary on any matter. There are no voting trusts or other agreements or understandings outstanding with respect to the Equity Interests of the Company or any Company Subsidiary.

Capital Structure. (a) The authorized shares of capital stock of the Company consists Seller consist of 1,000 1,000,000 shares of common stock, all $0.01 par value per share, 209,337 of which are issued and outstanding and 1,000,000 shares of excess stock, $0.01 par value per share, none of which are issued or outstanding. Except as set forth above, There are no shares of capital stock or other voting securities of Seller held in the treasury of the Company Seller and no shares of capital stock of Seller are issued, currently reserved for issuance for any purpose or outstanding. The Company is upon the sole record and beneficial owner occurrence of all of the issued and outstanding capital stock of each Company Subsidiary. any event or condition. (b) All outstanding shares of the Seller’s capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any no bonds, debentures, notes notes, other indebtedness or other indebtedness securities of Company or any Company Subsidiary Seller having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Stockholders may vote vote. (“Voting Company Debt”). c) Except as set forth above, as of the date of this Agreementin Schedule 2.3(c), 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 Company Seller or any Company Seller Subsidiary is a party or by which any of them such entity is bound (a) bound, obligating the Company Seller or any Company Seller Subsidiary to issue, deliver deliver, vote, acquire, transfer or sell, or cause to be issued, delivered delivered, voted, acquired, transferred or sold, additional shares of capital stock (or securities convertible into or exchangeable for any such shares), securities or other equity ownership or voting interests in, of Seller or any security convertible Seller Subsidiary or exercisable for to admit any other Person as a partner, member, trustee or exchangeable into similar Person with respect to any capital stock Seller Subsidiary or otherwise relating to the management or operation of Seller or other equity interest in, the Company a Seller Subsidiary or obligating Seller or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Seller Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking (other than to Seller or a Seller Subsidiary). (cd) All dividends or distributions on Seller Common Shares or partnership interests in the Fund that give have been declared have been paid in full. (e) Neither the Seller or the Fund has entered into any person registration rights agreements pursuant to which Seller or the right Fund is obligated to receive register any economic benefit securities under the Securities Act of 1933, as amended. (f) Except as set forth in Schedule 2.3(f), no Person has ever been a stockholder, partner or right member, or owned any securities or other voting or ownership interest, including without limitation, options, warrants or other rights, in the Fund or any other Seller Subsidiaries. Neither Seller, the Fund nor any other Seller Subsidiary has succeeded to the liabilities of any other Person by operation of law pursuant to a purchase of assets, securities or other voting or ownership interests, merger, consolidation or similar to or derived from the economic benefits transaction. (g) The minute book and rights occurring to holders stockholder, partner, member and ownership records of each of the capital stock of Seller, the Company Fund and the other Seller Subsidiaries have been made provided by Seller to Buyer and are true, correct and complete in all material respects. (h) Except as set forth in Schedule 2.3(h), neither Seller, the Fund nor any other Seller Subsidiary owns or of has ever owned any Company Subsidiary. As of assets other than the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem Seller Properties or otherwise acquire any shares of capital stock stock, partnership interests, membership interests, other securities or other voting or ownership interests of the CompanySeller, the Fund or any Seller Subsidiaries. (i) All capital stock, voting and ownership interests and other securities in Seller and the Seller Subsidiaries have been issued in compliance in all material respects with all applicable Laws.

Capital Structure. The authorized capital stock of the Company consists of 1,000 10,000 shares of common stockCompany Common Stock. There are 10,000 shares of Common Stock outstanding, all of which are issued and outstandingowned by ▇▇▇▇▇ ▇▇▇▇▇ ENTERPRISES LTD. Except as set forth above, no shares of capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Stock or may vote. The Company Disclosure Schedule sets forth the common stock outstanding Capitalization of any Company Subsidiary may vote (“Voting Company Debt”)the Company. Except as set forth above, as of the date of this Agreement, 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 Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the 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 voting securities of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary 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 Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there There are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”) or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company.

Capital Structure. The (a) As of the Closing, the authorized capital stock of the Reorganized Company consists will consist solely of 1,000 (i) 60,000,000 shares of common New Common Stock, of which 8,840,000 shares will be issued and outstanding (excluding any shares of New Common Stock to be issued under the Long Term Incentive Plan with Investor’s consent), and (ii) 1,000,000 shares of the preferred stock, all par value $0.01 per share, of the Reorganized Company, of which are no shares will be issued and outstanding. Except as set forth above, As of the Closing there will be no shares of capital stock or other voting securities equity interests of the Reorganized Company are issued, reserved for issuance or outstanding. The Company is , other than the sole record and beneficial owner Shares, the Term Loan Lender Shares, shares of all New Common Stock reserved for issuance upon conversion of the issued New Convertible Debt and outstanding capital stock exercise of each Company Subsidiary. All outstanding the Warrants and shares of New Common Stock issued or to be issued or reserved for issuance under the capital stock of Long Term Incentive Plan. Other than as provided in the Company Stockholders’ Agreement and each Company Subsidiary are duly authorizedother than rights that will be discharged by the Confirmation Order, validly the Shares, the Term Loan Lender Shares, the New Convertible Debt and the Warrants, when issued, fully paid and nonassessable and will not be 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 applicable corporate laws of the State of DelawareDelaware General Corporation Law, the Company Constituent Instruments or any Contract Charter, the Company By-laws, the Amended Company Charter (as defined in Section 3.055.02(e)), the Amended Company By-laws (as defined in Section 5.02(e)) or any Contract to which the Company, the Reorganized Company or any Company Subsidiary is a party or otherwise bound. (b) Section 2.03(b) of the Company Disclosure Letter sets forth for each Company Subsidiary the amount of its authorized capital stock (or other equity interests), the amount of its outstanding capital stock and the record and beneficial owners of its outstanding capital stock (or other equity interests). As of the date hereof the Company, and as of the Closing the Reorganized Company, directly or indirectly, has and will have good and valid title to the outstanding capital stock (or other equity interests) of each Company Subsidiary set forth as beneficially owned by the Company in Section 2.03(b) of the Company Disclosure Letter, free and clear of all Liens. Except as set forth in Section 2.03(b) of the Company Disclosure Letter, there are no shares of capital stock or other equity interests of any Company Subsidiary issued, reserved for issuance or outstanding. All the outstanding shares of capital stock (or other equity interests) of each Company Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and, except as set forth in Section 2.03(b) of the Company Disclosure Letter, are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens. All of the $4.80 Dividend Cumulative Preferred Stock of Interstate Brands Corporation will be discharged by the Confirmation Order. The Debtors include all Company Subsidiaries, and there are no Company Subsidiaries other than those that are the Debtors. (c) There are not any bonds, debentures, notes or other indebtedness of the Company, the Reorganized Company or any Company Subsidiary having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which either holders of voting capital stock of the Company or holders of New Common Stock may vote (“Voting Company Debt”) or the common on any matter on which holders of voting capital stock of any Company Subsidiary may vote (“Voting Company Subsidiary Debt”). Except for issuances of securities by the Reorganized Company as set forth abovecontemplated by this Agreement or the Plan, and except for the Rights that will be discharged by the Confirmation Order, as of the date of this Agreement, Agreement there are not any options, restricted shares, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, other stock based rights, commitments, Contracts, arrangements or undertakings of any kind to which the Company, the Reorganized Company or any Company Subsidiary is a party or by which any of them is bound (aA) obligating the Company, the Reorganized 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 into or exercisable for or exchangeable into for any shares of capital stock of or other equity interest interests in, the Company, the Reorganized Company or any Company Subsidiary Subsidiary, or any Voting Company Debt or Voting Subsidiary Debt, (bB) obligating the Company, the Reorganized Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, unit, commitment, Contract, arrangement or undertaking or (cC) 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 voting capital stock of the Company Company, the New Common Stock or the voting capital stock of any Company SubsidiarySubsidiary (such options, restricted shares, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, other stock based rights, commitments, Contracts, arrangements or undertakings of any kind, collectively, “Rights”). As Except for the New Convertible Debt, the Warrants, the shares of New Common Stock to be issued or reserved for issuance under the Long Term Incentive Plan and the stock appreciation rights to be issued to employees of the date Company and the Company Subsidiaries under the employee equity sharing plans to be established in accordance with the collective bargaining agreements to be entered into in connection with the Reorganization, as of this Agreementthe Closing there will not be any Rights. Except for obligations that will be discharged by the Confirmation Order, there are not any no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company, the Reorganized Company or any Company Subsidiary. (d) Except for its interests in the Company Subsidiaries and other immaterial interests held as a result of a prior bankruptcy distribution by a third party to the Company, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

Capital Structure. The authorized capital stock of the Company MenQ consists of 1,000 shares of common stock50,000 ordinary shares, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company MenQ are issued, reserved for issuance or outstanding. The Company MenQ is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiaryof its subsidiaries. All outstanding shares of the capital stock of the Company MenQ and each Company Subsidiary of 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 applicable corporate laws of the State of DelawareBritish Virgin Islands, the Company MenQ Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company MenQ is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company MenQ or any Company Subsidiary 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 Company MenQ Stock or the common capital stock of any Company Subsidiary of its subsidiaries may vote (“Voting Company MenQ Debt”). Except as set forth above, as 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 Company MenQ or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company MenQ or any Company Subsidiary 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 Company MenQ or any Company Subsidiary of its subsidiaries or any Voting Company MenQ Debt, (b) obligating the Company MenQ or any Company Subsidiary of its subsidiaries 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 Company MenQ or of any Company Subsidiaryof its subsidiaries. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company MenQ to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.MenQ.

Capital Structure. The authorized capital stock capitalization of the Company consists as of 1,000 shares of common the date hereof, including the authorized capital stock, all the number of which are shares issued and outstanding. Except as set forth above, no the number of shares issuable and reserved for issuance pursuant to the Company's stock option plans, the number of shares issuable and reserved for issuance pursuant to securities exercisable or exchangeable for, or convertible into, any shares of capital stock or other voting securities is set forth on SCHEDULE 2.4 of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company SubsidiaryDisclosure Schedule. All of such outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorizedhave been, or upon issuance, will be, validly issued, fully paid and nonassessable and not non-assessable. Except as set forth on SCHEDULE 2.4, no shares of capital stock of the Company are subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right rights or any other similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments rights or any Contract (as defined in Section 3.05) liens or encumbrances created by any agreement to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)party. Except as set forth above, as of the date of this Agreementon SCHEDULE 2.4, there are not any no outstanding options, warrants, rightsscrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable securitiesfor, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the 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 (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 Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, nor are any such issuances or arrangements contemplated. The Company has furnished to the Purchaser or its representatives true and correct copies of all instruments and agreements governing securities convertible into or exercisable or exchangeable for capital stock of the Company. EXHIBIT A sets forth a true, correct and complete list of all Persons that hold equity in the Company, or any instrument convertible into equity as of the Closing Date, and sets forth the state of residence for each such Person. Company shall deliver an updated EXHIBIT A at or prior to the Closing Date.

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares of common stock50,000 ordinary shares, all $1.00 par value, of which 46,491 shares are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary 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 applicable corporate laws of the State of DelawareBritish Virgin Islands, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There Except as set forth in this section 3.03 and in the Company Disclosure Letter, there are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). 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 Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the 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 Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the 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 Company or of any Company Subsidiary. As Except as set forth in the Company Disclosure Letter, as of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyParent.