Common use of Capitalization Clause in Contracts

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. Except as Previously Disclosed, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security of the Company.

Capitalization. The (a) As of the Effective Date, the authorized capital stock of the Company has consists of 100,000,000 shares of Common Stock, of which 39,385,363 shares are issued and outstanding, and no shares are held by the capitalization set forth on Schedule 2.2(b)Company as treasury shares. All outstanding shares of the outstanding Common Stock are duly authorized, validly issued, fully paid and nonassessable. No shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of subject to preemptive rights or any pre-emptive rights, resale rights, other similar rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution any liens or similar provisions that will be triggered by encumbrances imposed through the issuance actions or failure to act of the SecuritiesCompany. Except as Previously DisclosedAs of the date of this Agreement, except to the extent described in Schedule 5.9(a), (i) there are no outstanding options, warrants, scrip, rights to subscribe tofor, calls puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into, or exercisable into or exchangeable for, for any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock stock, (ii) there are no outstanding debt securities, notes, credit agreements, credit facilities, or other agreements, documents or instruments evidencing Indebtedness of the Company or optionsany of its Subsidiaries, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or and (iii) there are no securities or rights convertible into, instruments containing anti-dilution or exercisable similar provisions that would be triggered by the issuance of the Amended Notes or exchangeable for, the New Warrants or the conversion or exercise thereof. Except as may be described in any shares of capital stock documents which have been publicly filed by any of the Company. Except as Previously Disclosed with respect ’s stockholders, to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this AgreementCompany’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course transfer of the BankCompany’s businesscapital stock or with respect to any other aspect of the Company’s affairs. (b) Schedule 5.9(b) consists of a complete and accurate schedule of the secured and unsecured Indebtedness of the Entities as of the Closing Date. Except as set forth on Schedule 5.9(b), there are no outstanding securities none of the Entities has, directly or indirectly, as of the Closing Date, created, incurred, permitted to exist, assumed, guaranteed or otherwise become, directly or indirectly, liable with respect to any Indebtedness. (c) The Company believes that (i) the financing herein contemplated is adequate to meet the concerns previously expressed by HIP and other key customers of the Company or which contain any provisions requiring as to the adequacy of working capital available to the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security of fully support the Company’s current service offerings in support of these health maintenance organizations.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company consists of 200,000,000 shares of Common Stock, par value $0.001 per share and 5,000,000 shares of Preferred Stock, of which 14,600,000 shares of common stock issued and outstanding and 1,000,000 shares of Series A Preferred Stock issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents (as defined in Section 3(f)), no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen Company or any of its subsidiaries, (ii) there are no outstanding debt securities and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in 1933 Act (except pursuant to the ordinary course of the Bank’s business, Registration Rights Agreement) and (iv) there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, registration statements and there are no contracts, commitments, understandings outstanding comment letters from the SEC or arrangements any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by which the issuance of the Convertible Debentures as described in this Agreement. The Company is bound has furnished to redeem a security the Buyer true and correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the "ARTICLES OF INCORPORATION"), and the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. The registered share capital of the Company has the capitalization set forth on Schedule 2.2(b)consists of 1.1 billion Ordinary Shares of which 160,041,636 Ordinary Shares are issued and outstanding as of July 20, 2009. All of the such outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rightsnonassessable. No bonds, debentures, notes Ordinary Shares are subject to preemptive rights or any other indebtedness having the right to vote on similar rights or any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities liens or instruments containing anti-dilution encumbrances suffered or similar provisions that will be triggered permitted by the issuance of the SecuritiesCompany. Except as Previously Discloseddisclosed in the SEC Documents, and except as set forth on Schedule 4.03 as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, as applicable, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares or shares of capital stock of the Company or any of its subsidiaries, as applicable or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares or exercisable or exchangeable for, any shares of capital stock of the Company. Except Company or any of its subsidiaries, as Previously Disclosed with respect to applicable, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act, the Securities Regulations or otherwise (except pursuant to this Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished or made available to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company’s Articles of Association, as amended and as in effect on the date hereof (the “Articles of Association”), and the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Association”).

Capitalization. The As of the date hereof, the authorized capital stock of the Company has consists of: (i) 150,000,000 shares of Common Stock, of which approximately 14,230,811 shares are issued and outstanding; and (ii) 50,000,000 shares of preferred stock, of which 0 are issued and outstanding. Except as disclosed in the capitalization set forth on Schedule 2.2(b)SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and 15,000,000 shares are reserved for issuance upon conversion of the Note. All of the such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of subject to preemptive rights or any pre-emptive rights, resale rights, other similar rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders shareholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution any liens or similar provisions that will be triggered by encumbrances imposed through the issuance actions or failure to act of the SecuritiesCompany. Except as Previously Discloseddisclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe tofor, calls puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into, or exercisable into or exchangeable for, for any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings 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 optionsany of its Subsidiaries, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, 1933 Act and (iii) there are no outstanding anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company or which contain any provisions requiring and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security as of the CompanyClosing Date.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 75,000,000 shares of Common Stock, par value $0.001 per share, of which 48,881,458 shares are issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rightsnonassessable. No bonds, debentures, notes shares of Common Stock are subject to preemptive rights or any other indebtedness having similar rights or any liens or encumbrances suffered or permitted by the right to vote on any matters on which the stockholders Company. As of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance date of the Securities. Except as Previously Disclosedthis Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen Company or any of its subsidiaries, (ii) there are no outstanding debt securities and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in Act (except pursuant to the ordinary course of the Bank’s business, Registration Rights Agreement) and (iv) there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, registration statements and there are no contracts, commitments, understandings outstanding comment letters from the SEC or arrangements any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by which the issuance of the Convertible Debentures as described in this Agreement. The Company is bound has furnished to redeem a security the Buyer true and correct copies of the Company’s Articles of Incorporation, as amended and as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. The Company has As of June 30, 1999, the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, of which as of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in Schedule 3(c), no shares of Common Stock or preferred stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in Schedule 3(c), as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen Company or any of its subsidiaries, (ii) there are no outstanding debt securities and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act1933 Act (except the Company Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the ordinary course issuance of the Bank’s businessCommon Stock or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, there are no outstanding via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security of the Companyholders thereof in respect thereto.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly and validly authorized and issued and are validly issued, fully paid and non-assessable nonassessable and were not issued in violation of any pre-emptive rights, resale rights, subject to the preemptive or other similar rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstandingother than such rights held by Ciba. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance As of the Securitiesdate hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as Previously Discloseddescribed in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, scrip, convertible or exchangeable securities or other rights to subscribe to, calls or commitments of any character whatsoever relating to, to issued or securities or rights convertible into, or exercisable or exchangeable for, any shares of unissued capital stock of the Company, or contracts, commitments, understandings any contract or arrangements by agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to which the Company is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, options, warrants, scrip, rights to subscribe to, calls convertible or commitments of any character whatsoever relating toexchangeable securities or other rights, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Companyto grant preemptive rights. Except as Previously Disclosed set forth on Schedule 2.3, and other than with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights granted to CapGen any Person or entity and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or arrangements under understandings in effect to which the Company is obligated a party or of which it has Knowledge with respect to register the sale voting or transfer of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course outstanding shares of the Bank’s business, there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security of the CompanyCommon Stock.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company consists of 110,000,000 shares of stock, of which 100,000,000 shares are designated as Common Stock and 10,000,000 shares are designated as preferred stock, and of which 16,892,47701 are outstanding as common stock. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the Disclosure Schedule, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the Disclosure Schedule, as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen Company or any of its subsidiaries, (ii) there are no outstanding debt securities and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in Act (except pursuant to the ordinary course of the Bank’s business, Registration Rights Agreement) and (iv) there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, registration statements and there are no contracts, commitments, understandings outstanding comment letters from the SEC or arrangements any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by which the issuance of the Convertible Debentures as described in this Agreement. The Company is bound has furnished to redeem a security the Buyer true and correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued is set forth in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesSEC Documents. Except as Previously Discloseddisclosed in the SEC Documents, (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, (v) there are no outstanding securities or instruments of the Company or which contain any provisions requiring the Company to redeem redemption or repurchase such securitiessimilar 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, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has furnished to the Investor true and correct copies of the Company’s Amended and Restated Certificate of Incorporation, as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”).

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.001 per share and no shares of Preferred Stock. As of the date hereof the Company has 46,973,000 shares of Common Stock issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents (as defined in Section 3(f)), no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen Company or any of its subsidiaries, (ii) there are no outstanding debt securities and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in 1933 Act (except pursuant to the ordinary course of the Bank’s business, Registration Rights Agreement) and (iv) there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, registration statements and there are no contracts, commitments, understandings outstanding comment letters from the SEC or arrangements any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by which the issuance of the Convertible Debentures as described in this Agreement. The Company is bound has furnished to redeem a security the Buyer true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, par value $0.01 per share of which 49,150,000 shares of Common Stock were issued and outstanding and 10,000,000 shares of Preferred Stock. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen Company or any of its subsidiaries, (ii) there are no outstanding debt securities and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein.. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company Company, other than the Conversion Shares (as defined in Section 10 below), consists of 10,000,000,000 shares of Common Stock, par value $0.001 per share, of which as of December 31, 2016, 575,000,000 shares are issued and outstanding as of the date hereof, and 10,000,000 shares of “blank check” preferred stock of which 51 shares have been designated as “Series A Preferred Stock” and issued, and 300,000 shares have been designated as “Series B Preferred Stock” and reserved for issuance to Subscriber hereby in one or more series. In addition, at Closing or immediately after but no later than (the following business day), the Certificate will have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesfiled. Except as Previously Discloseddisclosed in the Latest SEC Documents (as defined in Section 4(h)), no shares of Common Stock or Preferred Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or, the existence of any such rights will be waived prior to Closing. Except as disclosed in the SEC Documents, as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen Company or any of its Subsidiaries, (ii) there are no outstanding debt securities and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business1933 Act and (iv) except as set forth on Schedule 4(b), there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, registration statements and there are no contracts, commitments, understandings outstanding comment letters from the Securities and Exchange Commission (the “Commission”) or arrangements any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by which the Company is bound to redeem a security issuance of any of the CompanySecurities as described in this Agreement (except, to the extent, if any, that such rights are understood prior to Closing). The Company has reserved for issuance all of the Conversion Shares upon conversion of the Preferred Stock.

Capitalization. The Company has Except as disclosed in the capitalization set forth on Schedule 2.2(bSEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, and sufficient shares are reserved for issuance upon conversion of the Note (as required by the Note and transfer agent share reserve letter). All of the such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of subject to preemptive rights or any pre-emptive rights, resale rights, other similar rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders shareholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution any liens or similar provisions that will be triggered by encumbrances imposed through the issuance actions or failure to act of the SecuritiesCompany. Except as Previously Discloseddisclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe tofor, calls puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into, or exercisable into or exchangeable for, for any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings 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 optionsany of its Subsidiaries, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, 1933 Act and (iii) there are no outstanding anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company or which contain any provisions requiring and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security as of the CompanyClosing Date.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company consists of 75,000,000 shares of Common Stock, par value $0.001 per share of which 30,839,078 shares of Common Stock were issued and outstanding as of April 30, 2002. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen Company or any of its subsidiaries, (ii) there are no outstanding debt securities and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein.. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company is authorized to issue an unlimited number of Common Shares of which 38,950,262 Common Shares are outstanding as at the date hereof. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation any Common Shares since July 28, 2010 other than pursuant to the exercise of stock options under the Company’s stock option plan and pursuant to the conversion or exercise of outstanding Common Share Equivalents. Except as has been complied with or waived, no third party has any right of first refusal, pre-emptive rightsright, resale rightsright of participation, rights of first refusal or any similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which participate in the stockholders of transactions contemplated by this Agreement or the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesother Transaction Documents. Except as Previously Disclosedset forth in the Disclosure Schedule, there are no outstanding options, warrants, scrip, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities securities, rights or rights obligations convertible into, or exercisable into or exchangeable for, or giving any shares of capital stock of the Companythird party any right to subscribe for or acquire, any common shares, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock Common Shares or Common Share Equivalents. The issue and sale of the Notes will not obligate the Company to issue Common Shares or options, warrants, scrip, rights other securities to subscribe to, calls or commitments any third party and will not result in a right of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock holder of the Company’s securities to adjust the exercise, conversion, exchange or reset price under such securities. Except as Previously Disclosed No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Notes, other than the Required Approvals. There are no shareholder agreements, voting agreements or other similar agreements with respect to registration rights granted the Company’s share capital to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there are no agreements or arrangements under which the Company is obligated a party or, to register the sale knowledge of the Company, any agreement between or among any of their the Company’s shareholders relating to the voting securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security of the Company.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of five billion shares of Common Stock, of which 363,553,415 shares of Common Stock as of April 16, 2013, are issued and outstanding, and 50,000,000 shares of authorized Preferred Stock, of which no shares are issued and outstanding All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rightsnonassessable. No bonds, debentures, notes shares of Common Stock are subject to preemptive rights or any other indebtedness having the right to vote on similar rights or any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities liens or instruments containing anti-dilution encumbrances suffered or similar provisions that will be triggered permitted by the issuance of the SecuritiesCompany. Except as Previously Discloseddisclosed on Schedule 4.3, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, into any shares of capital stock of the Company, except as detailed in our February 28, 2013 quarterly filing with the SEC, or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements; and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement), except pursuant to the terms of an agreement between the Company and the Investor. Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rightsnonassessable. No bonds, debentures, notes shares of Common Stock are subject to preemptive rights or any other indebtedness having the right to vote on similar rights or any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities liens or instruments containing anti-dilution encumbrances suffered or similar provisions that will be triggered permitted by the issuance of the SecuritiesCompany. Except as Previously Discloseddisclosed on Schedule 4.3, as of the date hereof, (i) other than as described in the Company’s SEC Documents (as defined herein), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its subsidiaries, (ii) other than as described in the Company. Except ’s SEC Documents (as Previously Disclosed with respect to registration rights granted to CapGen defined herein), there are no outstanding debt securities (iii); and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement), except pursuant to the terms of an agreement between the Company and the Investor. Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.001 per share and no shares of Preferred Stock of which 90,890,931 shares of Common Stock and no shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company have been duly consists of one billion (1,000,000,000) shares of Common Stock and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders two hundred million (200,000,000) shares of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by Company’s preferred stock, par value $0.001 (the issuance of the Securities“Preferred Stock”). Except as Previously Discloseddisclosed in the SEC Documents (as defined below), (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) except as disclosed in the Officer’s Certificate attached hereto as Exhibit A, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department Company or any of the Treasury and the registration rights granted under this Agreementits Subsidiaries, (iv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in Act (except the ordinary course of the Bank’s businessRegistration Rights Agreement and those registration rights for which a registration statement has been filed and is effective), (v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any provisions requiring the Company to redeem redemption or repurchase such securitiessimilar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has furnished to the Investor true and correct copies of the Articles of Incorporation and the Bylaws, each as in effect on the date hereof, and copies of any documents containing the material rights of holders of securities convertible or exercisable for Common Stock, to the extent not otherwise disclosed in SEC Documents.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 75,000,000 shares of Common Stock, par value $0.001 per share. As of April 30, 2002, the Company had 30,839,078 shares of Common Stock. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents (as defined in Section 3(f)), no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen Company or any of its subsidiaries, (ii) there are no outstanding debt securities and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act1933 Act (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the ordinary course issuance of the Bank’s business, there are no outstanding securities of Convertible Debentures as described in this Agreement. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Buyer true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), and the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. The authorized capital stock of the Company has and the capitalization shares thereof issued and outstanding were as set forth on Schedule 2.2(b)in the Disclosure Documents as of the dates reflected therein. All of the outstanding shares of capital stock of the Company Common Stock have been duly authorized and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesassessable. Except as Previously Disclosedset forth in the Disclosure Documents, this Agreement and the Registration Rights Agreement, there are no outstanding options, warrants, scrip, rights agreements or arrangements under which the Company is obligated to subscribe to, calls or commitments register the sale of any character whatsoever relating tosecurities under the Securities Act. Except as set forth in the Disclosure Documents, or securities or rights convertible into, or exercisable or exchangeable for, any no shares of capital stock of the Company, or Common Stock are entitled to preemptive rights and there are no outstanding debt securities and no contracts, commitments, understandings understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable into or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights Company other than those issued or granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of business pursuant to the BankCompany’s businessequity incentive and/or compensatory plans or arrangements. Except for customary transfer restrictions contained in agreements entered into by the Company to sell restricted securities or as set forth in the Disclosure Documents, the Company is not a party to, and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company. Except as set forth in the Disclosure Documents, there are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any of the other Transaction Documents or the consummation of the transactions described herein or therein. The Company or which contain any provisions requiring has filed with the Company to redeem or repurchase such securities, Commission true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company’s Second Amended and Restated Certificate of Incorporation as in effect on the Closing Date (the “Charter”), and the Company’s Amended and Restated Bylaws as in effect on the Closing Date (the “Bylaws”).

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 300,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”), of which 195,558,923 shares of Common Stock and no shares of Preferred Stock are issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into Except as disclosed in the ordinary course of the Bank’s businessSEC Documents, there are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company or which contain any provisions requiring has furnished to the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has (a) On the capitalization set forth on Schedule 2.2(b). All date hereof, the authorized capital stock of the Company consists of 50,000,000 shares of its Common Stock and 2,000,000 shares of Preferred Stock. As of March 17, 2004, the issued and outstanding shares of capital stock of the Company consisted of 19,892,646 shares of Common Stock and no shares of Preferred Stock. (b) All the outstanding shares of capital stock of Common Stock have been duly and validly authorized and issued and are fully paid and non-assessable assessable, and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal accordance with the registration or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders qualification requirements of the Company may vote are issued Securities Act and outstandingany relevant state securities laws or pursuant to valid exemptions therefrom. There are no securities or instruments containing anti-dilution or similar provisions that As of the Closing Date, the Shares will be triggered duly authorized and, upon issuance, sale and delivery as contemplated by this Agreement, the issuance of the Securities. Except as Previously DisclosedShares will be validly issued, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or fully paid and non-assessable securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company, free and clear of any and all security interests, pledges, liens, charges, claims, options, restrictions on transfer, preemptive or contractssimilar rights, commitmentsproxies and voting or other agreements, understandings or arrangements other encumbrances of any nature whatsoever, except for those provided for herein and other than restrictions on transfer imposed by which federal or state securities laws. (c) On the Closing Date, except as disclosed in the Filed Company SEC Reports, there will be no shares of Common Stock or any other equity security of the Company issuable upon conversion, exchange or exercise of any security of the Company or its Subsidiary, nor will there be any rights, options, calls or warrants outstanding or other agreements to acquire shares of Common Stock nor will the Company or its Subsidiary be contractually obligated to purchase, redeem or otherwise acquire any of its outstanding shares. Except as disclosed in the Filed Company SEC Reports, no stockholder of the Company is entitled to any preemptive or may become bound similar rights to issue additional subscribe for shares of capital stock of the Company and no stockholder of the Company has any rights, contractual or optionsotherwise, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock designate members of the Company's Board of Directors (the "Board"), other than in accordance with the DGCL. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there There are no stockholder, voting or other agreements or arrangements under which relating to the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, rights and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security obligations of the Company's stockholders, except as provided in the Merck Agreement or the Pfizer Agreement.

Capitalization. The authorized capital stock of the Company consists of 300,000,000 shares of Common Stock and 10,000,000 shares of preferred stock. Immediately before giving effect to the Merger and the initial Closing of the Offering, the Company has the capitalization set forth on Schedule 2.2(b)1,000,000 shares of Common Stock and no preferred stock issued and outstanding. All of the outstanding shares of capital Common Stock and of the stock of each of the Company Company’s subsidiaries have been duly and authorized, validly authorized and issued and are fully paid and nonnonassessable. Immediately after giving effect to the Merger and the Closing of the Minimum Offering or the Maximum Offering plus the Over-assessable and were not issued in violation of any pre-emptive rightsSubscription Option, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders pro forma outstanding capitalization of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered as set forth under “Pro Forma Capitalization” in Schedule 4c. After giving effect to the Merger: (i) no shares of capital stock of the Company or any of its subsidiaries will be subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the issuance of the Securities. Except Company; (ii) except as Previously Disclosed, set forth on Schedule 4c(ii) there are will be no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 options, warrants, scrip, rights any of its subsidiaries; (iii) there will be no outstanding debt securities other than indebtedness as set forth in Schedule 4c(iii); (iv) other than pursuant to subscribe to, calls the Registration Rights Agreement or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreementset forth in Schedule 4c(iv), there are will be no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into ; (v) there will be no outstanding registration statements, and there will be no outstanding comment letters from the SEC or any other regulatory agency; (vi) except as provided in the ordinary course of the Bank’s businessthis Agreement or as set forth in Schedule 4c(vi), there are will be no outstanding securities of or instruments containing anti-dilution or similar provisions, including the Company right to adjust the exercise, exchange or which contain any provisions requiring the Company to redeem or repurchase reset price under such securities, that will be triggered by the issuance of the Shares as described in this Agreement; and there are (vii) no contractsco-sale right, commitmentsright of first refusal or other similar right will exist with respect to the Shares or the issuance and sale thereof. Upon request, understandings or arrangements by which the Company is bound will make available to redeem a security the Purchaser true and correct copies of the Company’s Certificate of Incorporation, as in effect as of the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect as of the date hereof (the “By-laws”), and the terms of all securities exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to officers, directors, employees and consultants.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company have been duly consists of 100,000,000 shares of Common Stock, par value $0.001 per share and validly authorized 25,000,000 shares of Preferred Stock. As of July 22, 2004, there were 14,555,446 shares of Common Stock, and issued and are fully paid and non-assessable and were not issued in violation no shares of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are Preferred Stock issued and outstanding. There Except as disclosed in the SEC Documents, no shares of Common Stock are no securities subject to preemptive rights or instruments containing anti-dilution any other similar rights or similar provisions that will be triggered any liens or encumbrances suffered or permitted by the issuance of the SecuritiesCompany. Except as Previously Discloseddisclosed in the SEC Documents and except for the securities to be issued pursuant to that certain Securities Purchase Agreement dated June 25, 2004 between the Company and certain accredited investors, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8, except for a Form S-2/A filed with respect to registration rights granted to CapGen the SEC on April 7, 2004, which was subsequently withdrawn, and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement and the registration rights agreements listed on Schedule 4.3 hereto). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has Except for any shares issuable upon exercise of options issued pursuant to employee benefit plans disclosed in the Company’s SEC Documents, the capitalization set forth on Schedule 2.2(b)of the Company is as described in the Company’s SEC Documents. All of the Company’s outstanding shares of capital stock of the Company have been duly and been, or upon issuance will be, validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rightsnonassessable. No bonds, debentures, notes or other indebtedness having the right The Company’s Common Stock is registered pursuant to vote on any matters on which the stockholders Section 12(b) of the Company may vote are issued Exchange Act of 1934, and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by is listed for trading on the issuance of the SecuritiesPrincipal Market (as defined below). Except as Previously Disclosedset forth in this Agreement, the Registration Rights Agreement and as set forth in the SEC Documents, (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except Company or any of its Subsidiaries (other than any such options, warrants, scrip, rights, calls, commitments, securities, understandings and arrangement outstanding under plans disclosed in the SEC Documents (as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, defined below)); (iii) there are no agreements outstanding debt securities, notes, credit agreements, credit facilities or arrangements under other agreements, documents or instruments evidencing indebtedness of the Company or any of its Subsidiaries or by which the Company is obligated to register the sale of or any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, its Subsidiaries is or may become bound; (iv) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any provisions requiring the Company to redeem redemption or repurchase such securitiessimilar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement; (vi) the Company does not have any stock appreciation rights or “phantom” stock plans or agreements or any similar plan or agreement; (vii) to the Company’s knowledge, (A) no current officer or director who individually owns one percent (1%) or more of the Company’s outstanding capital stock or (B) other beneficial owner of five percent (5%) or more of the Company’s outstanding capital stock, has pledged shares of the Company’s capital stock in connection with a margin account or other loan secured by such capital stock; and (viii) to the Company’s knowledge, the Company and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses.

Capitalization. (a) The authorized stock of the Company has consists of (i) 450,000,000 shares of Company Common Stock and (ii) 50,000,000 shares of preferred stock, par value $0.01 per share (the capitalization set forth on Schedule 2.2(b“Company Preferred Stock”), of which 6,900,000 shares are designated as 8.00% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Company Series A Preferred Stock”). As of February 22, 2016, (A) 31,853,025 shares of Company Common Stock were issued and outstanding, including 178,669 Company Restricted Shares, (B) 6,900,000 shares of Company Series A Preferred Stock were issued and outstanding and no other shares of Company Preferred Stock were issued or outstanding, (C) 1,273,795 shares of Company Common Stock were reserved for issuance in connection with future grants of awards under any Company Equity Plan, and (D) 148,549 shares of Company Common Stock were reserved for issuance with respect to outstanding Company Restricted Shares. All of the outstanding shares of capital the Company’s stock of the Company have been are duly and authorized, validly authorized and issued and are issued, fully paid and non-assessable assessable, and were not have been issued in violation of any pre-emptive rightscompliance with all applicable securities Laws, resale rights, rights of first refusal or similar rightsthe MGCL and the Company Governing Documents. No There are no bonds, debentures, notes or other indebtedness Indebtedness having the right to vote on any matters on which the stockholders general voting rights (or convertible into securities having such rights) (“Company Voting Debt”) of the Company may vote are or any Company Subsidiary issued and outstanding. There Except for the DRIP, the provisions of the Company Charter, the Company Restricted Shares and the Company Preferred Stock, there are no securities options, warrants, calls, pre-emptive rights, subscriptions or instruments containing anti-dilution other rights, agreements, arrangements or commitments of any kind, including any “poison pill” or similar provisions that will be triggered by stockholder rights plan, relating to the issuance issued or unissued stock of the SecuritiesCompany, obligating the Company or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of stock or Company Voting Debt of, or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any Company Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment (collectively, “Company Equity Interests”). Except as Previously Disclosedset forth in the Company Governing Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock contractual obligations of the Company or optionsany Company Subsidiary to repurchase, warrants, scrip, rights to subscribe to, calls redeem or commitments of otherwise acquire any character whatsoever relating toCompany Common Shares or any stock of, or securities other Company Equity Interests in, the Company or rights convertible intoany Company Subsidiary, or exercisable to provide funds to make any investment (in the form of a loan, capital contribution or exchangeable for, otherwise) in the Company or any shares of capital stock Company Subsidiary. (b) Section 3.2(b) of the Company. Except Company Disclosure Letter sets forth a list of all outstanding Company Restricted Shares as Previously Disclosed of February 22, 2016, including the name of the recipient and the applicable vesting schedule. (c) There are no voting trusts or other agreements to which the Company or any Company Subsidiary is a party with respect to registration rights granted to CapGen and the U.S. Department voting of the Treasury Company Common Stock or any stock of, or other Company Equity Interest in, the Company or Company Subsidiary. Neither the Company nor any Company Subsidiary has granted any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to any of its stock or other Company Equity Interests. (d) The Company or another Company Subsidiary owns, directly or indirectly through ownership of another wholly-owned Company Subsidiary, all of the issued and outstanding shares of stock or other Company Equity Interests of each of the registration rights granted Company Subsidiaries, free and clear of any Liens (other than transfer and other restrictions under this Agreementapplicable federal and state securities Laws and other than, there in the case of Company Subsidiaries that are immaterial to the Company, immaterial Liens), and all of such shares of stock or other Company Equity Interests have been duly authorized and validly issued and are fully paid, nonassessable and have been issued in compliance with all applicable securities Laws. There are no agreements or arrangements under outstanding obligations to which the Company or any Company Subsidiary is obligated a party (i) restricting the transfer of or (ii) limiting the exercise of voting rights with respect to any Company Equity Interests in any Company Subsidiary. (e) Other than pursuant to the DRIP, neither the Company nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of any Contract to register the offer and sale or resale of any of their securities under the Securities Act. Other than repurchase agreements entered into in . (f) All dividends or distributions on the ordinary course of the Bank’s business, there are no outstanding Company Common Stock and any material dividends or distributions on any securities of any Company Subsidiary which have been declared prior to the Company or which contain any provisions requiring date hereof have been paid in full (except to the Company to redeem or repurchase extent such securities, dividends have been publicly announced and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security of the Companynot yet due and payable).

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company consists of 750,000,000 shares of Common Stock, par value $0.001 per share and no shares of Preferred Stock of which 397,676,815 shares of Common Stock were issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than the registration statement (SEC File No. Except as Previously Disclosed 333-104668) to register the resales of shares issued in connection with respect to registration rights granted to CapGen the Equity Line of Credit Agreement between the Company and the U.S. Department of the Treasury Investor and the registration rights granted under this Agreement, statements on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has the capitalization SEC Filings set forth on Schedule 2.2(b). All of (a) the outstanding shares of authorized capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation on the date hereof; (b) the number of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. Except as Previously Disclosed, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock issued and outstanding; (c) the number of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of the Company or options, warrants, scrip, rights shares of capital stock issuable and reserved for issuance pursuant to subscribe to, calls or commitments of any character whatsoever relating tosecurities exercisable for, or securities or rights convertible into, or exercisable into or exchangeable for, for any shares of capital stock of the Company. Except as Previously Disclosed All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to preemptive or similar statutory or contractual rights with respect to registration rights granted to CapGen and the U.S. Department any securities of the Treasury and the registration rights granted under this Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities ActCompany. Other than repurchase agreements entered into Except as set forth in the ordinary course of the Bank’s businessSEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. There are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other similar agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company or which contain any provisions requiring held by them. Except for the Registration Rights Agreement, no Person has the right to require the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which register any securities of the Company is bound to redeem under the 1933 Act, whether on a security demand basis or in connection with the registration of securities of the CompanyCompany for its own account or for the account of any other Person. The issuance and sale of the Shares will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.

Capitalization. (a) The authorized, issued and outstanding membership or percentage interests of the Company has consist of membership interests, of which 100% are issued and outstanding and owned by the capitalization Sellers as set forth on Schedule 2.2(b). All of A. Neither the outstanding shares of capital stock Company nor any Seller has any liability relating to membership or percentage interests of the Company have been owned previously by any third party. Except as set forth in Schedule 2.3(a), each Seller individually represents and warrants that such Seller owns his or her Membership Interests free and clear of all Liens. All such Membership Interests are duly and authorized, validly authorized and issued and are fully paid and non-assessable issued, and were not issued in violation of any pre-emptive compliance with all federal, state and local rules, laws and regulations. The designations, powers preferences, rights, resale qualifications, limitations and restrictions, if any, in respect of such Membership Interests are set forth in the Company’s Limited Liability Company Regulations (the “LLC Regulations”), a copy of which has been provided to the Buyer, and all such designations, powers, preferences, rights, rights of first refusal or similar rights. No bondsqualifications, debentureslimitations and restrictions are valid, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued binding and outstandingenforceable in accordance with all applicable laws. There are no securities outstanding warrants, options, rights, agreements, convertible securities, appreciation rights, joint venture, partnership or instruments containing anti-dilution or similar provisions that will be triggered by other commitments of any nature relating to the issuance Membership Interests of the SecuritiesCompany. There are no voting trusts or other similar agreements with respect to the voting of any of the Membership Interests. (b) Except as Previously Disclosedcontemplated by this Agreement and except as set forth in Section 2.3(a) hereof, there are no outstanding subscriptions, options, warrants, scripequity securities, partnership interests or similar ownership interests, calls, rights to subscribe to(including preemptive rights), calls commitments or commitments agreements of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by to which the Company is a party or may become by which it is bound obligating the Company to issue additional shares of capital stock issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any membership interests, partnership interests or similar ownership interests of the Company or optionsobligating the Company to grant, warrantsextend, scripaccelerate the vesting of or enter into any such subscription, rights to subscribe tooption, calls warrant, equity security, call, right, commitment or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. agreement. (c) Except as Previously Disclosed with respect to registration rights granted to CapGen contemplated by this Agreement and the U.S. Department of the Treasury and the registration rights granted under this Agreementexcept as set forth on Schedule 2.3(c) hereto, there are no agreements registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or arrangements under other agreement or understanding to which the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, there are no outstanding securities of the Company a party or which contain any provisions requiring the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound with respect to redeem a any equity security of any class of the Company. (d) The authorized and outstanding capital stock of the Subsidiary is set forth in Schedule 2.3(d) hereto. Except as set forth in Schedule 2.3(d), the Company owns all of the outstanding capital stock of the Subsidiary, free and clear of all Liens. There are no outstanding options, warrants or other rights to purchase securities of the Subsidiary.

Capitalization. The Company has As September 30, 2004, the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, par value $0.0001 per share, of which 6,030,655 shares of Common Stock are issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company have been duly and validly authorized and consists of 110,000,000 shares of Common Stock, of which as of the date hereof, 41,599,652 shares are issued and outstanding and 7,826,557 shares are issuable and reserved for issuance pursuant to the Company's stock option plans or securities exercisable or exchangeable for, or convertible into, shares of Common Stock. All of such outstanding shares have been, or upon issuance will be, validly issued, fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rightsnonassessable. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders As of the Company may vote date hereof, except as disclosed in Schedule 2.1(c), (i) no shares of the Company's capital stock are issued and outstanding. There subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. Except as Previously Disclosedoutstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department Company or any of the Treasury and the registration rights granted under this Agreementits Subsidiaries, (iv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in Act of 1933, as amended ("SECURITIES ACT" or "1933 ACT") (except the ordinary course of the Bank’s businessRegistration Rights Agreement), (v) there are no outstanding securities of the Company or any of its Subsidiaries which contain any provisions requiring the Company to redeem redemption or repurchase such securitiessimilar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, and (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance or exercise of the Note or Warrant as described in this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), and the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms of all securities convertible or exchangeable into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto. Schedule 2.1(c) also lists all outstanding debt of the Company with sufficient detail acceptable to Purchaser.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof the authorized capital stock of the Company consists of 40,000,000 shares of Common Stock and no shares of Preferred Stock, of which 12,965,003 shares of Common Stock are issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rightsnonassessable. No bonds, debentures, notes shares of Common Stock are subject to preemptive rights or any other indebtedness having similar rights or any liens or encumbrances suffered or permitted by the right to vote on any matters on which the stockholders Company. As of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance date of the Securities. Except as Previously Disclosedthis Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen Company or any of its subsidiaries, (ii) there are no outstanding debt securities and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in Act (except pursuant to the ordinary course of the Bank’s business, Registration Rights Agreement) and (iv) there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, registration statements and there are no contracts, commitments, understandings outstanding comment letters from the SEC or arrangements any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by which the issuance of the Convertible Debentures as described in this Agreement. The Company is bound has furnished to redeem a security the Buyer true and correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), and the Company's Bylaws, as in effect on the date hereof (the "Bylaws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company have been duly and validly authorized and consists of 750,000,000 Shares of Common Stock, par value $0.001 per share, of which 42,487,651 shares are issued and outstanding as of the date of this Agreement. All outstanding Shares of Common Stock (the, “Capital Stock”) are duly authorized, validly issued, fully paid and non-assessable nonassessable and were not issued in violation compliance with all applicable laws, including pursuant to registration under, or valid exemptions from, federal securities laws and any applicable state securities (or blue sky) Laws. (A) No shares of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders Capital Stock of the Company may vote are issued and outstanding. There are no securities subject to preemptive rights or instruments containing anti-dilution any other similar rights or similar provisions that will be triggered any liens suffered or permitted by the issuance Company; (B) except as reported in the Company’s SEC reports, Seller are not aware of the Securities. Except as Previously Disclosed, there are no any outstanding options, warrants, scrip, rights to subscribe torights, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, into or exercisable or exchangeable for, any shares of capital stock Capital Stock of the Company, or contracts, commitments, understandings agreements or other arrangements by which the Company is or may become bound to issue additional shares of capital stock Capital Stock of the Company or options, warrants, scrip, rights to subscribe torights, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, into or exercisable or exchangeable for, any shares of capital stock Capital Stock of the Company. Except ; (C) except as Previously Disclosed with respect to registration rights granted to CapGen and reported in the U.S. Department Company’s SEC reports, Seller are not aware of the Treasury and the registration rights granted under this Agreement, there are no any agreements or other arrangements under which the Company is obligated to register the sale of any of their its securities under the Securities Act. Other than repurchase agreements entered into Act of 1933; (D) except as reported in the ordinary course Company’s SEC reports, Seller are not aware of the Bank’s business, there are no any outstanding securities or instruments of the Company or which that contain any provisions requiring the Company to redeem redemption or repurchase such securitiessimilar provisions, and there Seller are aware of no contracts, commitments, understandings agreements or other arrangements by which the Company is or may become bound to redeem a security of the Company, and Seller are aware of no other stockholder agreements or similar agreements to which the Company, or, to the knowledge of the Seller, any holder of Capital Stock of the Company is a party; (E) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (F) to the Seller’s knowledge, no officer or director of the Company or beneficial owner of any outstanding shares of Common Stock has pledged shares of Company Common Stock in connection with a margin account or other loan secured by such Company Common Stock. There is no voting trust, agreement or arrangement among any of the record or beneficial holders of Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Company Stock.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, $0.0001 par value per share of which approximately 244,194,973 shares of Common Stock are issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents and additionally executed convertible note(s) in April 2012, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreementstatements, other than on Form S-1and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s businesstransactions described herein or therein. This section shall not prevent the Company, there are no outstanding securities after the date hereof, from obtaining other funding or other means of financing. The Company has furnished to the Company or which contain any provisions requiring Investor via the Company to redeem or repurchase such securities, SEC's live ▇▇▇▇▇ filing service true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and via conference call the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has All of the capitalization set forth on Schedule 2.2(b)issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of the Company each Subsidiary have been duly authorized and validly authorized and issued and are fully paid paid, nonassessable and non-assessable and were not issued in violation free of any pre-emptive rights, resale rights, were issued in full compliance with applicable state and federal securities law and any rights of first refusal third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Other than pursuant to the Investors' Rights Agreement (the "Investors' Agreement"), dated January __, 2005, among the Company and certain Investors (as defined therein) when such is executed and delivered, or pursuant to the Certificate of Designations, Preferences and Rights pertaining to the Company's Series C Preferred Stock (the "Series C Certificate of Designations") when such is filed and becomes effective, no Person is entitled to pre-emptive or similar rights. No bonds, debentures, notes statutory or other indebtedness having the right contractual rights with respect to vote on any matters on which the stockholders securities of the Company may vote are issued and outstandingCompany. There are no securities Other than pursuant to the Investors' Agreement, or instruments containing anti-dilution or similar provisions that will be triggered by any agreements which have been filed as exhibits to the issuance of SEC Filings (collectively, the Securities. Except as Previously Disclosed"Material Contracts"), there are no outstanding optionsvoting agreements, warrantsbuy-sell agreements, scrip, options or rights to subscribe to, calls of first purchase agreements or commitments other agreements of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, kind among the Company and any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock securityholders of the Company or options, warrants, scrip, rights relating to subscribe to, calls or commitments the securities of any character whatsoever relating tothe Company held by them. Other than pursuant to the Investors' Agreement, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect Material Contracts, no Person has the right to registration rights granted require the Company to CapGen and the U.S. Department register any securities of the Treasury and the registration rights granted under this Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into , whether on a demand basis or in connection with the ordinary course registration of the Bank’s business, there are no outstanding securities of the Company for its own account or which contain for the account of any provisions requiring other Person, other than pursuant to the Investors' Agreement. The issuance and sale of the Securities hereunder will not obligate the Company to redeem issue shares of Common Stock or repurchase such securitiesother securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, and there are no contractsconversion, commitments, understandings exchange or arrangements by which reset price of any outstanding security. The Company does not have outstanding stockholder purchase rights or "poison pill" or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company is bound to redeem a security upon the occurrence of the Companycertain events.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 200,000,000 shares of Common Stock, of which 55,247,000 shares of Common Stock are issued and outstanding, and 100,000,000 shares of authorized Preferred Stock, of which no shares are issued and outstanding All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents (as defined in paragraph 4.5), no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents and on Schedule 4.3, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no currently effective outstanding registration rights granted to CapGen statements; and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement), except pursuant to the terms of an agreement between the Company and the Investor. Other than repurchase agreements entered into Except as disclosed in the ordinary course of the Bank’s businessSEC Documents, there are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company or which contain any provisions requiring has furnished to the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The capitalization of the Company has as of the capitalization date hereof, including the authorized capital stock, the number of shares issued and outstanding, 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 (other than the Debentures or Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares to be reserved for issuance upon conversion of the Debentures and Warrants is set forth on Schedule 2.2(bSCHEDULE 3(c). All of the such outstanding shares of capital stock have been, or upon issuance will be, validly issued, fully paid and nonassessable. No shares of capital stock of the Company have been duly (including the Conversion Shares and validly authorized and issued and Warrant Shares) are fully paid and non-assessable and were not issued in violation of subject to preemptive rights or any pre-emptive rights, resale rights, other similar rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders shareholders of the Company may vote are issued or any liens or encumbrances. Except for the Securities and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance as set forth on SCHEDULE 3(c), as of the Securities. Except as Previously Discloseddate of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, into or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 optionsany of its subsidiaries, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (ii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of its or their securities under the Securities ActAct (except the Registration Rights Agreement). Other than repurchase agreements entered into in the ordinary course of the Bank’s businessExcept as set forth on SCHEDULE 3(c), there are no outstanding securities or instruments containing antidilution or similar provisions that will be triggered by the issuance of the Securities in accordance with the terms of this Agreement or the Debentures or Warrants. The Company has furnished to each Purchaser true and correct copies of the Company's Memorandum of Association as in effect on the date hereof (the "MEMORANDUM"), the Company's Articles of Association as in effect on the date hereof (the "ARTICLES" and collectively with the Memorandum the "ORGANIZATIONAL DOCUMENTS") and all other instruments and agreements governing securities convertible into or which contain any provisions requiring the Company to redeem exercisable or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security exchangeable for Common Stock of the Company.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 500,000,000 shares of Common Stock $0.001 par value per share a, of which 96,429,359 shares of Common Stock are issued and outstanding, as of the date hereof. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company, Company or any of its contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to , (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company is obligated to register the sale of any of their its securities under the Securities ActAct (except pursuant to this Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished or made available to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company’s Articles of Incorporation, as amended and as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 48,000,000 shares of Common Stock and 2,000,000 shares of Preferred Stock, par value $0.001 (“Preferred Stock”) of which 15,310,054 shares of Common Stock and zero shares of Preferred Stock are issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rightsnonassessable. No bonds, debentures, notes shares of Common Stock are subject to preemptive rights or any other indebtedness having similar rights or any liens or encumbrances suffered or permitted by the right to vote on any matters on which the stockholders Company. As of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance date of the Securities. Except as Previously Disclosedthis Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen Company or any of its subsidiaries, (ii) there are no outstanding debt securities and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in Act (except pursuant to the ordinary course of the Bank’s business, Registration Rights Agreement) and (iv) there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, registration statements and there are no contracts, commitments, understandings outstanding comment letters from the SEC or arrangements any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by which the issuance of the Convertible Debentures as described in this Agreement. The Company is bound has furnished to redeem a security the Buyer true and correct copies of the Company’s Articles of Incorporation, as amended and as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. The Company has As of the capitalization date of this Agreement and as of the Closing Date, (i) the authorized Capital Stock of North Texas consists of (A) 10,000,000 shares of common stock, of which 1,000 shares are issued and outstanding, and (B) 1,000,000 shares of preferred stock, of which no shares are issued and outstanding, (ii) no shares of common stock or preferred stock of North Texas are reserved for issuance under any plan or agreement other than as set forth on Schedule 2.2(b2(A)(b), and (iii) other than the North Texas Note and as set forth on Schedule 2(A)(b), there are no other securities of North Texas issued, outstanding or reserved for issuance. All of the such outstanding or issuable shares of capital stock of the Company have been duly and been, or upon issuance will be, validly authorized and issued and are are, or upon issuance will be, fully paid and non-assessable and were not issued in violation of any pre-emptive rightsnonassessable. (A) Except as set forth on Schedule 2(A)(b), resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders no shares of the Company may vote Capital Stock of North Texas are issued and outstanding. There are no securities subject to preemptive rights or instruments containing anti-dilution any other similar rights or similar provisions that will be triggered any Liens suffered or permitted by the issuance of the Securities. Except as Previously Disclosed, North Texas; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, into or exercisable or exchangeable for, any shares of capital stock Capital Stock of the CompanyNorth Texas, or contracts, commitments, understandings or arrangements by which the Company North Texas is or may become bound to issue additional shares of capital stock Capital Stock of the Company North Texas or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, into or exercisable or exchangeable for, any shares of capital stock Capital Stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, North Texas; (C) there are no agreements or arrangements under which the Company North Texas is obligated to register the sale of any of their its securities under the Securities 1933 Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, ; (D) there are no outstanding securities or instruments of the Company or which North Texas that contain any provisions requiring the Company to redeem redemption or repurchase such securitiessimilar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company North Texas is or may become bound to redeem a security of North Texas, and there are no other stockholder agreements or similar agreements to which North Texas or any holder of North Texas’ Capital Stock is a party; (E) North Texas does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (F) no officer or director or beneficial owner of any of North Texas’ outstanding Capital Stock has pledged such Capital Stock in connection with a margin account or other loan secured by such Capital Stock. Buyer has furnished to the CompanyCompany true and correct copies of the North Texas’ Articles of Incorporation and Bylaws, in each case as amended and in effect on the date of this Agreement.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized share capital stock of the Company have been duly consists of an unlimited number of Class A Shares, an unlimited number of Class B Shares, an unlimited number of Ordinary Shares, an unlimited number of first preferred shares, issuable in series, and validly authorized and an unlimited number of second preferred shares, issuable in series. As of February 19, 2008, there were issued and are fully paid outstanding the number of Class A Shares, Class B Shares and non-assessable and were not issued Ordinary Shares set out in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are Disclosure Letter and no other shares were issued and outstanding. There are no securities The Company Disclosure Letter sets forth, as of February 19, 2008, the number of outstanding Options, the outstanding PSUs and SARs, all holders thereof and the exercise price or instruments containing anti-dilution reference price or similar provisions that will be triggered by grant value, as applicable, and vested amounts, where applicable, of such Options, PSUs and SARs. Except with respect to the issuance Options, PSUs and SARs set forth in the Company Disclosure Letter, rights under the Employee Share Purchase Plan and pursuant to the terms of the Securities. Except as Previously DisclosedClass A Shares, the Class B Shares and the Ordinary Shares and in connection with the transactions contemplated hereby, there are no outstanding options, warrants, scripconversion privileges, rights to subscribe toequity-based awards or other rights, calls agreements or commitments of any character whatsoever relating torequiring or which may require the issuance, sale or transfer by the Company of any shares or other securities of the Company (including Shares and preferred shares) or rights any of its subsidiaries or ACN or any securities convertible into, or exchangeable or exercisable for, or exchangeable forotherwise evidencing a right to acquire, or whose value is based on or in reference to the value or price of, any shares or other securities of capital stock the Company (including Shares and preferred shares) or any of its subsidiaries or ACN. All outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights), and all Class A Shares issuable upon the exercise of rights under the Options in accordance with their respective terms have been duly authorized and, upon issuance, shall be validly issued as fully paid and non-assessable. No Shareholder is entitled to any pre-emptive or other similar right granted by the Company or any of its subsidiaries or ACN. There are no outstanding contractual or other obligations of the Company, any subsidiary or contractsACN to repurchase, commitments, understandings redeem or arrangements by which the Company is or may become bound to issue additional shares otherwise acquire any of capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or its securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there are no agreements voting or arrangements under which the Company is obligated to register the sale disposition of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, there are no outstanding securities of a subsidiary or ACN, except with respect to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security of Ordinary Shares as provided for in the Company’s articles and/or the Shareholders’ Agreement.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.01 per share, of which 38,439,094 shares are issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents (as defined in Section 4.5 hereof), no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen Company or any of its subsidiaries, (ii) there are no outstanding debt securities and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein.. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), and the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 300,000,000 shares of Common Stock and zero shares of Preferred Stock, of which 151,013,985 shares of Common Stock are issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $.0001 per share and 20,000,000 shares of Preferred Stock of which 12,439,088 shares of Common Stock and no shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The authorized capital stock of the Company has and the capitalization shares thereof issued and outstanding were as set forth on Schedule 2.2(b)in the SEC Documents as of the dates reflected therein. All of the outstanding shares of capital stock of the Company Common Stock have been duly authorized and validly authorized and issued issued, and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Disclosedset forth in the SEC Documents, this Agreement, and the Registration Rights Agreement, there are no outstanding options, warrants, scrip, rights agreements or arrangements under which the Company is obligated to subscribe to, calls or commitments register the sale of any character whatsoever relating tosecurities under the Securities Act. Except as set forth in the SEC Documents, or securities or rights convertible into, or exercisable or exchangeable for, any no shares of capital stock of the Company, or Common Stock are entitled to preemptive rights and there are no outstanding debt securities and no contracts, commitments, understandings understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable into or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights Company other than those issued or granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of business pursuant to the BankCompany’s businessequity incentive and/or compensatory plans or arrangements. Except for customary transfer restrictions contained in agreements entered into by the Company to sell restricted securities, the Company is not a party to, and it has no Knowledge of, any agreement restricting the voting or transfer of any outstanding shares of the capital stock of the Company. Except as set forth in the SEC Documents, there are no outstanding securities or instruments containing anti-dilution or similar provisions that shall be triggered by this Agreement or any of the other Transaction Documents or the consummation of the transactions described herein or therein. The Company or which contain any provisions requiring has filed with the Company to redeem or repurchase such securities, SEC true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company’s articles of incorporation as in effect on the Closing Date (the “Charter”), and the Company’s bylaws as in effect on the Closing Date (the “Bylaws”).

Capitalization. The Company has As of the capitalization set forth on Schedule 2.2(bdate hereof, the authorized capital stock of the Buyer consists of 50,000,000 shares of Common Stock, of which as of such date, 32,650,178 shares are issued and outstanding and 8,609,920 shares are reserved for issuance pursuant to the Buyer's stock option and purchase plans (including pursuant to options outstanding as of such date as well as options granted thereafter). All of the such outstanding shares of capital stock of the Company have been duly and been, or upon issuance will be, validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in Exhibit 2.11, (A) no shares of the Buyer's capital stock are subject to preemptive rights or any other similar rights (arising under Delaware law, the Buyer's Certificate of Incorporation or By-laws or any agreement or instrument to which the Buyer is a party) or any liens or encumbrances granted or created by the Buyer; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyBuyer , or contracts, commitments, understandings or arrangements by which the Company Buyer is or may become bound to issue additional shares of capital stock of the Company Buyer or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen Buyer (other than any such options, warrants, scrip, rights, calls, commitments, securities, understandings and arrangement outstanding under plans disclosed in the U.S. Department SEC Documents); (C) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Treasury Buyer or by which the Buyer is or may become bound; (D) there are no amounts outstanding under, and there will be no amounts due upon termination of, any credit agreement or credit facility; (E) there are no financing statements securing obligations in any amounts greater than $100,000, singly, or $250,000 in the registration rights granted under this Agreementaggregate, filed in connection with the Buyer; (F) there are no agreements or arrangements under which the Company Buyer is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in Act of 1933 except as set forth herein, the ordinary course Sale of Assets Agreement, dated the Bank’s business, date hereof between the Buyer and the Seller; (G) there are no outstanding securities or instruments of the Company or Buyer which contain any provisions requiring the Company to redeem redemption or repurchase such securitiessimilar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company Buyer is or may become bound to redeem a security of the CompanyBuyer ; (H) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Closing Shares described in this Agreement; (I) the Buyer does not have any stock appreciation rights or "phantom" stock plans or agreements or any similar plan or agreement; (J) to the Buyer's knowledge, (i) no current or former officer or director who individually owns 1% or more of the Buyer's outstanding capital stock or (ii) other beneficial owner of 5% or more of the Buyer's outstanding capital stock, has pledged shares of the Buyer's capital stock in connection with a margin account or other loan secured by such capital stock; and (K) the Buyer has no liabilities or obligations required to be disclosed in the SEC Documents (as defined herein) but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Buyer's business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect on the Buyer and its subsidiaries (as that term is defined in the regulations of the Securities Exchange Act of 1934) taken as a whole.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of not issued any capital stock since its most recently filed current report or periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rightsCompany’s stock option plans, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed current report or periodic report under the Exchange Act. Other than (i) pursuant to that certain Securities Purchase Agreement, dated June 21, 2011, by and between the Company and the investors signatory thereto (the “June 2011 Purchase Agreement”), (ii) the Common Stock purchase warrants issued under the June 2011 Purchase Agreement, (iii) the Common Stock purchase warrants issued to investors pursuant to that certain Securities Purchase Agreement, dated March 23, 2012, by and between the Company and the investors signature thereto, (iv) the Common Stock purchase warrants issued to investors pursuant to that certain Securities Purchase Agreement, dated December 11, 2012, by and between the Company and the investors signature thereto, (v) the Common Stock purchase warrants issued to Inovio Biomedical Corp., (vi) grants of stock options under the Company’s stock option plans, and (vii) as otherwise disclosed in the Company’s SEC Reports: (a) no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents; (b) except as a result of the purchase and sale of the Securities. Except as Previously Disclosed, there are no outstanding options, warrants, scrip, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities securities, rights or rights obligations convertible into, into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of capital stock of the CompanyCommon Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of capital stock Common Stock or Common Stock Equivalents; and (c) the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or options, warrants, scrip, rights other securities to subscribe to, calls or commitments any Person (other than the Purchasers) and will not result in a right of any character whatsoever relating toholder of Company securities to adjust the exercise, conversion, exchange or securities or rights convertible into, or exercisable or exchangeable for, reset price under any of such securities. All of the outstanding shares of capital stock of the CompanyCompany are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as Previously Disclosed No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to registration rights granted the Company’s capital stock to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there are no agreements or arrangements under which the Company is obligated a party or, to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.001, and 10,000,000 shares of Preferred Stock, par value $0.001 ("Preferred Stock") of which 37,872,224 shares of Common Stock and zero shares of Preferred Stock are issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rightsnonassessable. No bonds, debentures, notes shares of Common Stock are subject to preemptive rights or any other indebtedness having similar rights or any liens or encumbrances suffered or permitted by the right to vote on any matters on which the stockholders Company. As of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance date of the Securities. Except as Previously Disclosedthis Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen Company or any of its subsidiaries, (ii) there are no outstanding debt securities and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in Act (except pursuant to the ordinary course of the Bank’s business, Registration Rights Agreement) and (iv) there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, registration statements and there are no contracts, commitments, understandings outstanding comment letters from the SEC or arrangements any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by which the issuance of the Convertible Debentures as described in this Agreement. The Company is bound has furnished to redeem a security the Buyer true and correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 500 million shares of Common Stock, par value $.0001 per share and no shares of Preferred Stock. As of the date hereof, the Company has 90,470,000 shares of Common Stock and no shares of Preferred Stock issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rightsnonassessable. No bonds, debentures, notes shares of Common Stock are subject to preemptive rights or any other indebtedness having similar rights or any liens or encumbrances suffered or permitted by the right to vote on any matters on which the stockholders Company. As of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance date of the Securities. Except as Previously Disclosedthis Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen Company or any of its subsidiaries, (ii) there are no outstanding debt securities and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in 1933 Act (except pursuant to the ordinary course of the Bank’s business, Registration Rights Agreement) and (iv) there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, registration statements and there are no contracts, commitments, understandings outstanding comment letters from the SEC or arrangements any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by which the issuance of the Secured Debentures as described in this Agreement. The Company is bound has furnished to redeem a security the Buyer true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. (a) The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company have been duly and CMTY consists of (a) 20,000,000 shares of common stock, par value of $5.00 (“CMTY Common Stock”), of which 194,799 shares are validly authorized and issued and held by CMTY as treasury stock and 12,226,892 shares are validly issued and outstanding, fully paid and non-assessable nonassessable and were free of preemptive rights, and (b) 500,000 shares of preferred stock, without par value, of which none are issued. CMTY has not issued in violation nor is CMTY bound by any subscription, option, warrant, call, commitment, agreement or other Right of any pre-emptive rightscharacter relating to the purchase, resale rightssale, rights of first refusal or similar rights. No bondsissuance of, debentures, notes or right to receive dividends or other indebtedness having distributions on, any shares of CMTY Common Stock or any other security of CMTY or any securities representing the right to vote on vote, purchase or otherwise receive any matters on which shares of CMTY Common Stock or any other security of CMTY, except (i) for options to acquire shares of CMTY Common Stock issued under CMTY’s various stock option plans, (ii) pursuant to CMTY’s employee stock purchase plan and dividend reinvestment plan, (iii) pursuant to the stockholders Rights Agreement and (iv) this Agreement. (b) CMTY owns, directly or indirectly, all of the Company may vote are issued capital stock of Community Banks and outstandingthe capital stock and membership interests of the other CMTY Subsidiaries, free and clear of any liens, security interests, pledges, charges, encumbrances, agreements and restrictions of any kind or nature. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. Except as Previously Disclosedsubscriptions, there are no outstanding options, warrants, scripcalls, rights commitments, agreements or other Rights outstanding with respect to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of the capital stock of Community Banks or any other CMTY Subsidiary. Except for the CompanyCMTY Subsidiaries, CMTY does not possess, directly or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable forindirectly, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreementmaterial equity interest in any corporation, there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into except for equity interests in the ordinary course investment portfolios of the BankCMTY’s businessSubsidiaries, there are no outstanding securities of the Company equity interests held by CMTY or which contain any provisions requiring the Company to redeem or repurchase such securitiesCMTY’s Subsidiaries in a fiduciary capacity, and there are no contracts, commitments, understandings or arrangements by which equity interests held in connection with the Company is bound to redeem a security commercial loan activities of the CompanyCommunity Banks.

Capitalization. The Company has is authorized to issue 75,000,000 shares of Common Stock, of which 53,883,872 shares are issued and outstanding as of the capitalization date hereof, and 10,000,000 shares of preferred stock. Except as set forth on Schedule 2.2(b3.2 or in the Company’s current, quarterly, annual and other periodic filings (the “SEC Reports”) with the U.S. Securities and Exchange Commission (the “Commission”). All of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. Except as Previously Disclosed, there are no outstanding options, warrants, scrip, warrants or other rights to subscribe to, calls or commitments acquire any of any character whatsoever relating tothe Company’s capital stock, or securities or rights convertible intoconvertible, or exercisable or exchangeable forfor the Company’s capital stock or for securities themselves convertible, exercisable or exchangeable for the Company’s capital stock (together, “Convertible Securities”). Except as set forth on Schedule 3.2 or in the SEC Reports or pursuant to this Agreement or the Wilhelmina Agreement, the Company has no agreement or commitment to sell or issue any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional Convertible Securities. All issued and outstanding shares of capital stock of Common Stock (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable, (iii) are free from any preemptive and cumulative voting rights and (iv) were issued pursuant to an effective registration statement filed with the Company Commission and applicable state securities authorities or options, warrants, scrip, rights pursuant to subscribe to, calls or commitments of any character whatsoever relating to, or valid exemptions under federal and state securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Companylaws. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there are no agreements set forth on Schedule 3.2 or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s businessSEC Reports, there are no outstanding securities rights of first refusal or proxy or shareholder agreements of any kind relating to any of the Company or which contain any provisions requiring the Company Company’s securities to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound a party or as to redeem which the Company has received written notice. When issued hereunder, the Shares and Additional Shares (if any) will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Shares and Additional Shares (if any) may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a security of the Companytransfer is proposed.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 1,000,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), of which 342,117,428 shares of Common Stock are issued and outstanding as of the date hereof, and 911,618 shares of Preferred Stock are issued and outstanding as of the date hereof. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rightsnonassessable. The Common Stock is currently quoted on the OTC Markets under the trading symbol “AQLV”. The Company has received no notice, resale rightseither oral or written, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having with respect to the right to vote on any matters on which the stockholders continued eligibility of the Common Stock for quotation on the Principal Trading Market, and the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by has maintained all requirements on its part for the issuance continuation of the Securitiessuch quotation. Except as Previously Discloseddisclosed in the “SEC Documents” (as hereinafter defined), no shares of Common Stock are subject to preemptive rights or any other similar rights or any Encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contractsContracts, commitments, understandings 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, or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed Company or any of its subsidiaries; (ii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other Contracts or instruments evidencing indebtedness of the Company or any of its subsidiaries, or by which the Company or any of its subsidiaries is or may become bound; (iii) there are no outstanding registration statements with respect to registration rights granted to CapGen and the U.S. Department Company or any of the Treasury and the registration rights granted under this Agreement, its securities; (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into Act (except pursuant to this Agreement); (v) there are no financing statements securing obligations filed in connection with the ordinary course Company or any of its Assets; (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the Bank’s business, transactions described herein or therein; and (vii) there are no outstanding securities or instruments of the Company or which contain any provisions requiring the Company to redeem redemption or repurchase such securitiessimilar provisions, and there are no contracts, commitments, understandings or arrangements Contracts by which the Company is or may become bound to redeem a security of the Company. The Company has furnished to the Buyer true, complete and correct copies of: (I) the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”); and (II) the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”). Except for the Certificate of Incorporation and the Bylaws, there are no other shareholder agreements, voting agreements or other Contracts of any nature or kind that restrict, limit or in any manner impose Obligations on the governance of the Company.

Capitalization. (a) The whole of the allotted and issued Company Capital Stock as of the date hereof consists of (i)64,244 shares of Company Ordinary Shares and (ii) 17,898 shares of Seed Preferred Shares. The Sale Shares and the Seed Preferred Shares constitute the entire issued and to be issued share capital of the Company, are the whole of the allotted and issued shares of Company Capital Stock and have been duly authorized and validly issued, and are fully paid up and no sum is outstanding in respect of any Sale Share. Save for the Sale Shares and the Seed Preferred Shares, no Relevant Securities exist in respect of the Company (nor is there any agreement or arrangement for the creation, constitution, grant or issuance of any Relevant Securities in respect of the Company (other than the Sale Shares and the Seed Preferred Shares)). (b) Section 5.3(b) of the Disclosure Letter sets forth as of the date hereof a complete and accurate list of the holders of Company Capital Stock, showing the number of shares of such Capital Stock, and the class or series of such shares, held by each such shareholder and, with respect to shares other than Company Ordinary Shares, the number of shares of Company Ordinary Shares (if any) into which such shares are convertible. The Company has the capitalization set forth on Schedule 2.2(b)holds no shares of Company Capital Stock in its treasury. All of the outstanding allotted and issued shares of capital stock Company Capital Stock have been offered, validly issued and sold by the Company in compliance and accordance with, and no transfer (or purported transfer) of any shares of Company Capital Stock has been made at any time in breach of, all applicable securities Laws and the Company’s articles of association. To the Company’s knowledge, the shares of Company Capital Stock owned as of the date hereof by each record holder listed on Section 5.3(b) of the Disclosure Letter are owned free and clear of all Liens except for restrictions on transfer under customary shareholder agreements between the holder thereof and the Company have and under applicable securities Laws. (c) Section 5.3(c) of the Disclosure Letter sets forth as of the date hereof a complete and accurate list of all holders of outstanding Company Share Options, indicating, with respect to each Company Share Option, the Company Share Plan under which it was granted, the number of shares of Company Ordinary Shares subject to such Company Share Option, the exercise price, the date of grant, and the vesting schedule (including any acceleration provisions with respect thereto). Section 5.3(c) of the Disclosure Letter sets forth, as of the date hereof, a complete and accurate list of all Company Share Plans, indicating for each Company Share Plan the number of shares of Company Ordinary Shares issued thereunder, the number of shares of Company Ordinary Shares subject to outstanding options thereunder and the number of shares of Company Ordinary Shares reserved for future issuance thereunder. Except as set forth on Section 5.3(c) of the Disclosure Letter, there is no allotted or issued Company Share Option that has not been duly granted under a Company Share Plan. No Company Share Option is exercisable for any class or series of Company Capital Stock other than Company Ordinary Shares. Each Company Share Option (i) was granted in compliance with all applicable Laws and validly authorized all terms and conditions of the applicable Company Share Plan and (ii) has an exercise price per share of Company Ordinary Share equal to or greater than the fair market value of a share of Company Ordinary Share on the date of such grant. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Disclosure Letter, (i) there are no allotted or issued options, warrants, rights (including conversion or preemptive rights and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds) or agreements, debenturesorally or in writing, notes to purchase or acquire from the Company any shares of Company Capital Stock, or any securities convertible into or exchangeable for shares of Company Capital Stock, (ii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of Capital Stock, or other indebtedness having equity or voting interest in, the right Company or any other Person or to vote on pay any matters on which dividend or to make any other distribution in respect of its Capital Stock, (iii) the stockholders Company has not at any time purchased, redeemed or repaid any of the Company may vote are Capital Stock or otherwise agreed to reduce any class of its issued share capital or carried out any transaction having the effect of a reduction of capital, and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. Except as Previously Disclosed, (iv) there are no outstanding optionsallotted, warrantsissued or authorized stock appreciation rights, scrip, phantom stock awards or other rights that are linked in any way to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock the price of the Company, Company Capital Stock or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock value of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security of the Companypart thereof.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company are as outlined in the SEC Documents dated June 30, 2004. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.001 per share and 10,000,000 shares of Preferred Stock of which 26,429,802 shares of Common Stock and no shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The As of the date hereof, the authorized capital stock of the Company has consists of (a) six hundred fifty million (650,000,000) shares of Common Stock, $0.001 par value, of which 137,526,132 shares are issued and outstanding and (b) ten million (10,000,000) shares of preferred stock, $0.001 per value, of which none are issued and outstanding, 55,000 of which have been designated as the capitalization Preferred Shares of which have been designated as the Preferred Shares. Except as contemplated by this Agreement or as set forth on Schedule 2.2(b). All of in the SEC Documents, there are (A) no outstanding subscriptions, warrants, options, conversion privileges or other rights or agreements obligating the Company to purchase or otherwise acquire or issue any shares of capital stock of the Company have been duly (or shares reserved for such purpose), (B) no preemptive rights contained in the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the Company’s Amended and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, Restated Bylaws (the “Bylaws”) or contracts to which the Company is a party or other rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right with respect to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. Except as Previously Disclosed, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any additional shares of capital stock of the Company, including without limitation the Preferred Shares and the Underlying Securities, and (C) no commitments or contracts, commitments, understandings (oral or arrangements by which the Company is or may become bound to issue additional shares of capital stock written) of the Company or optionsto issue any shares, warrants, scrip, options or other rights to subscribe to, calls or commitments of acquire any character whatsoever relating to, or equity securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration set forth in the SEC Documents, no Persons have any anti-dilution rights granted to CapGen and of any kind, whether triggered by the U.S. Department Contemplated Transactions or otherwise. To the Company’s Knowledge, except as set forth in the SEC Documents, none of the Treasury and shares of Common Stock are subject to any stockholders’ agreement, voting trust agreement or similar arrangement or understanding. Except as set forth in the registration rights granted under this AgreementSEC Documents, there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, there are has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company or which contain on any provisions requiring the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security of the Companymatter.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 1,000,000,000 shares of Common Stock, $0.001 par value per share. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreementstatements, other than on Form S-1and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of the Company transactions described herein or which contain any provisions requiring the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security of therein. This section shall not prevent the Company, after the date hereof, from obtaining other funding or other means of financing.

Capitalization. The Company has Except as disclosed in the capitalization set forth on Schedule 2.2(bSEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans. Sufficient shares are reserved for issuance upon conversion of the Note (as required by the Note and transfer agent share reserve letter). All of the such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of subject to preemptive rights or any pre-emptive rights, resale rights, other similar rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders shareholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution any liens or similar provisions that will be triggered by encumbrances imposed through the issuance actions or failure to act of the SecuritiesCompany. Except as Previously Discloseddisclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe tofor, calls puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into, or exercisable into or exchangeable for, for any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings 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 optionsany of its Subsidiaries, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, 1933 Act and (iii) there are no outstanding anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company or which contain any provisions requiring and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security as of the CompanyClosing Date.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company consists of 125,000,000 shares of Common Stock, par value $0.01 per share and 100,000 shares of Preferred Stock of which 57,907,558 shares of Common Stock and no shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents or the Disclosure Schedules, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in Except as set forth on the ordinary course Disclosure Schedules, no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 100,000,000 shares of Preferred Stock of which 294,066,663 shares of Common Stock and no shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The authorized capital stock of the Company has as of the capitalization date hereof is set forth on Schedule 2.2(b)3(d) hereto. All of the outstanding shares of capital stock the Common Stock and any other outstanding security of the Company have been duly and validly authorized and issued and are validly issued, fully paid and non-assessable and were not issued nonassessable. Except as set forth in violation this Agreement, no shares of Common Stock or any pre-emptive rights, resale other security of the Company are entitled to preemptive rights, rights of first refusal or similar rightsrights and except as set forth on Schedule 3(d) hereto, there are no outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company. No bondsExcept for customary transfer restrictions contained in agreements entered into by the Company in order to sell restricted securities, debenturesthe Company is not a party to or bound by any agreement or understanding granting full-ratchet anti-dilution rights to any person with respect to any of its equity or debt securities. The Company is not a party to, notes and it has no knowledge of, any agreement or understanding restricting the voting or transfer of any shares of the capital stock of the Company. Except as disclosed below, (i) there are no outstanding debt securities, or other indebtedness having the right to vote on any matters on which the stockholders form of material debt of the Company or any of its Subsidiaries, (ii) there are no contracts, commitments, understandings, agreements or arrangements under which the Company or any of its Subsidiaries is required to register the sale of any of their securities under the Securities Act, (iii) there are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings, agreements or arrangements by which the Company or any of its Subsidiaries is or may vote are issued and outstanding. There become bound to redeem a security of the Company or any of its Subsidiaries, (iv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. Except as Previously Disclosed, there are no outstanding options, warrants, scrip, (v) the Company does not have any stock appreciation rights to subscribe to, calls or commitments of any character whatsoever relating to“phantom stock” plans or agreements, or securities any similar plan or rights convertible intoagreement and (vi) as of the date of this Agreement, to the Company’s and each of its Subsidiaries’ knowledge, no person or exercisable group of related persons beneficially owns (as determined pursuant to Rule 13d-3 promulgated under the Exchange Act (as defined below)) or exchangeable for, any shares of capital stock of has the right to acquire by agreement with or by obligation binding upon the Company, or contracts, commitments, understandings or arrangements by which beneficial ownership of in excess of 5% of the Company is or may become bound Common Stock. Any person with any right to issue additional shares of capital stock purchase securities of the Company that would be triggered as a result of the transactions contemplated hereby or by any of the other Transaction Documents has waived such rights or the time for the exercise of such rights has passed, except where failure of the Company to receive such waiver would not have a Material Adverse Effect. There are no options, warrants, scrip, rights to subscribe to, calls warrants or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, there are no other outstanding securities of the Company (including, without limitation, any equity securities issued pursuant to any Company Plan) the vesting of which will be accelerated by the transactions contemplated hereby or which contain by any provisions requiring of the other Transaction Documents. None of the transactions contemplated by this Agreement or by any of the other Transaction Documents shall cause, directly or indirectly, the acceleration of vesting of any options issued pursuant the Company’s stock option plans. The Company has reserved 3,316,789 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to redeem or repurchase its Amended and Restated 2012 Omnibus Securities and Incentive Plan duly adopted by the Board of Directors of the Company and approved by the Company stockholders (the “Stock Plan”). Of such securitiesreserved shares of Common Stock, except as set forth on Schedule 3(d) hereto, no shares have been issued pursuant to restricted stock purchase agreements, no options to purchase shares have been granted and are currently outstanding, and there are no contractsall such shares of Common Stock remain available for issuance to officers, commitmentsdirectors, understandings or arrangements by which employees and consultants pursuant to the Stock Plan. The Company is bound has made available to redeem a security the Purchasers complete and accurate copies of the CompanyStock Plan and forms of agreements used thereunder.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company on the date hereof, consists of 250,000,000 shares of Common Stock, 121,082,543 shares of which are issued and outstanding, 825,000 shares of Series A convertible preferred stock, 21,645 shares of which are issued and outstanding, 825,000 shares of series B convertible preferred stock, no shares of which are issued and outstanding, 625,000 shares of Series C convertible preferred stock, 614,177 are issued and outstanding and 100,000 shares of series D junior participating preferred stock, no shares of which are issued and outstanding, and no other capital stock. All issued and outstanding shares of the Company’s Common Stock (a) have been duly authorized and validly authorized issued, and issued and (b) are fully paid and non-assessable assessable. The rights, preferences, privileges and were not issued restrictions of the Common Stock are as stated in violation the Certificate of Incorporation currently on file with the Delaware Secretary of State and the Registration Rights Agreement. Except as set forth in the periodic reports that the Company has filed on or prior to the date hereof with the U.S. Securities and Exchange Commission (the “SEC”) (including the exhibits incorporated by reference) in accordance with its obligations under the Exchange Act and the rules and regulations promulgated thereunder (the “SEC Reports”), as of the date hereof, no other capital stock, options, units, warrants, rights to purchase (including any preemptive rights, calls or commitments of any pre-emptive rightscharacter whatsoever) or otherwise acquire or securities that are exercisable, resale rightsexchangeable or convertible into any shares of Common Stock or other ownership interests in the Company are authorized, rights of first refusal issued, reserved for issuance or similar rightsoutstanding (other than herein and pursuant to the Warrant Purchase Agreement). No Except as set forth in the SEC Reports, the Company has no authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or which are convertible into, exchangeable for, or evidence the right to subscribe for or acquire securities having the right to vote on any matters on which vote) with the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. Except as Previously Disclosed, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares holders of capital stock of the CompanyCompany on any matter. Except as set forth in the SEC Reports, or contracts, commitments, understandings or arrangements by there are no contracts to which the Company is party or may become by which it is bound to issue additional (x) repurchase, redeem or otherwise acquire any shares of capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls (y) vote or commitments dispose of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, capital stock of the Company. There are no irrevocable proxies and no voting agreements with respect to any shares of capital stock of the Company. Except as Previously Disclosed set forth in the SEC Reports, other than the Registration Rights Agreement, the Company has no agreement, arrangement or understandings to register any securities of the Company under the Securities Act or under any state securities law and has not granted registration rights to any person (other than agreements, arrangements or understandings with respect to registration rights granted to CapGen and the U.S. Department that are no longer in effect as of the Treasury and the registration rights granted under date of this Agreement). Immediately following the Closing, there are no agreements or arrangements under which and notwithstanding anything contained herein to the Company is obligated contrary, the shares of Common Stock issued pursuant to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course this Agreement will represent 4.99% of the Bank’s business, there are no issued and outstanding securities Common Stock of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem on a security of the Companynon-diluted basis.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.001 per share and 50,000,000 shares of Preferred Stock of which 63,951,360 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents and preemptive rights granted in the HoMedics Transaction Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, the HoMedics Transaction Documents, and pursuant to any restructuring of the HoMedics Transaction Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into Except for the preemptive rights granted in the ordinary course of the Bank’s businessHoMedics Transaction Documents, there are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the Company transactions described herein or which contain any provisions requiring therein. As of the date hereof, the Company has granted HoMedics warrants to redeem or repurchase such securitiespurchase shares of Common Stock and following a potential restructuring of the HoMedics transaction Documents, HoMedics could be granted additional warrants to purchase shares of Common Stock. The Company has furnished to the Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The capitalization of the Company conforms as to legal matters to the description thereof contained in the Company’s most recent periodic report filed with the Commission at least two Business Days prior to the date hereof. No securities of the Company are entitled to preemptive or similar rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. The Company has no authorized or outstanding bonds, debentures, notes or other indebtedness the capitalization set forth on Schedule 2.2(bholders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote). All of the outstanding shares of capital stock of the Company have been duly and are validly authorized and issued and are issued, fully paid and non-assessable nonassessable, have been issued in compliance with all federal and were not state securities laws, and none of such outstanding shares was issued in violation of any pre-emptive rights, resale rights, preemptive rights of first refusal or similar rightsrights to subscribe for or purchase securities. No bondsIn connection with the CHS Transaction, debentureson the Closing Date, notes the Company will issue Fifty Million Dollars ($50,000,000) of common stock pursuant to a private placement and such shares shall be sold at a price per share no less than the Per Share Purchase Price. Other than the Buyer Stockholder Approval, no further approval or other indebtedness having authorization of any stockholder, the right to vote on any matters on which the stockholders Board of Directors of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by others is required for the issuance and sale of the SecuritiesShares. Except as Previously Discloseddisclosed in the SEC Reports, there are no outstanding optionsstockholders agreements, warrants, scrip, rights voting agreements or other similar agreements with respect to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of among any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security of the Companystockholders.

Capitalization. The As of the date hereof, the authorized capital stock of the Company has consists of 8,000,000 shares of Company Common Stock, of which 3,387,968 shares are issued and outstanding and no shares are held in the capitalization set forth on Schedule 2.2(b)treasury of the Company. All of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are validly issued, fully paid and non-assessable nonassessable. None of the issued and were not outstanding shares of capital stock of the Company have been issued in violation of, or subject to, any preemptive rights or rights of subscription. All offers, issuances and sales by the Company of any pre-emptive rights, resale rights, rights shares of first refusal or similar rights. No bonds, debentures, notes its capital stock or other indebtedness having equity securities have been made in compliance in all material respects with the right to vote on any matters on which the stockholders registration and qualification requirements of the Company may vote are issued all applicable federal and outstanding. There are no state securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitieslaws. Except as Previously Disclosedset forth above, there are no outstanding shares of capital stock or other equity securities of the Company. Except as set forth in Schedule 3.7, there are no outstanding options, warrants, scripcalls, rights to subscribe torights, calls convertible securities or other agreements or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by pursuant to which the Company is or may become bound be obligated to issue additional or sell any issued or unissued shares of its capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or other equity securities or rights convertible into, to purchase or exercisable or exchangeable for, redeem any shares of its capital stock of the Company. Except as Previously Disclosed with or other equity securities or make any other payments in respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securitiesthereof, and there are no contractsshares of its capital stock or other equity securities reserved for issuance for any purpose. Schedule 3.7 contains a true and correct copy of all agreements, commitmentsinstruments or other documents evidencing or otherwise relating to the outstanding options, understandings warrants, calls, rights, convertible securities or arrangements by which other agreements or commitments referred to in such schedule, including, but not limited to, (i) the Convertible Note and (ii) all outstanding Company is bound to redeem a security of the CompanyStock Options.

Capitalization. The authorized capital stock of the Company has consists of five hundred million shares of Common Stock, par value $0.001 per share, and 20 million shares of Preferred Stock, par value $0.001 per share (the capitalization set forth on Schedule 2.2(b“Preferred Stock”), of which [268,236,005] shares of Common Stock and 0 shares of Preferred Stock are issued and outstanding. All of the outstanding shares of capital stock of the Company have been duly and are validly authorized and issued and are issued, fully paid and non-assessable nonassessable, have been issued in compliance with all federal and were not state securities laws, and none of such outstanding shares was issued in violation of any pre-emptive rights, resale rights, preemptive rights of first refusal or similar rights. No bonds, debentures, notes rights to subscribe for or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiespurchase securities. Except as Previously Disclosed, disclosed in Disclosure Schedule 4(e) and as set forth in the Regulatory Disclosure Documents: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department Company or any of the Treasury and the registration rights granted under this Agreement, its subsidiaries; (iii) there are no agreements outstanding debt securities, notes, credit agreements, credit facilities or arrangements under other agreements, documents or instruments evidencing indebtedness of the Company or any of its subsidiaries or by which the Company is obligated to register the sale of or any of their securities under the Securities Act. Other than repurchase agreements entered into its subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the ordinary course aggregate, filed in connection with the Company or any of the Bank’s business, its subsidiaries; (v) there are no outstanding securities or instruments of the Company or any of its subsidiaries which contain any provisions requiring the Company to redeem redemption or repurchase such securitiessimilar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to redeem a security of the Company or any of its subsidiaries; (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (vii) the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (viii) the Company and its subsidiaries have no liabilities or obligations required to be disclosed in the Regulatory Disclosure Documents but not so disclosed therein, other than those incurred in the ordinary course of the Company’s or its subsidiaries' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished to the Investor true, correct, and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the 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.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 700,000,000 shares of Common Stock $0.001 par value per share of which approximately 42,952,500 shares of Common Stock are issued and outstanding as of January 31, 2013, respectively. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, statements other than on Form S-1and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s businesstransactions described herein or therein. This section shall not prevent the Company, there are no outstanding securities after the date hereof, from obtaining other funding or other means of financing. The Company has furnished to the Company or which contain any provisions requiring Investor via the Company to redeem or repurchase such securities, SEC's live ▇▇▇▇▇ filing service true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company’s Articles of Incorporation, as amended and as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and via conference call the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The As of the date hereof, the authorized capital stock of the Company has consists of: (i) 14,991,000,000 shares of Common Stock, of which approximately 12,189,293,609 shares are issued and outstanding; and (ii) 5,000,000 shares of preferred stock, of which 13 are issued and outstanding. Except as disclosed in the capitalization set forth on Schedule 2.2(b)SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and any other convertible promissory note issued to the Buyer) exercisable for, or convertible into or exchangeable for shares of Common Stock. All of the such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of subject to preemptive rights or any pre-emptive rights, resale rights, other similar rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders shareholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution any liens or similar provisions that will be triggered by encumbrances imposed through the issuance actions or failure to act of the SecuritiesCompany. Except as Previously Discloseddisclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe tofor, calls puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into, or exercisable into or exchangeable for, for any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings 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 optionsany of its Subsidiaries, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, 1933 Act and (iii) there are no outstanding securities anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Company Note or which contain any provisions requiring the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security of the CompanyConversion Shares.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 75,000,000 shares of Common Stock, of which 44,565,824 shares of Common Stock are issued and outstanding, and no shares of preferred stock. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rightsnonassessable. No bonds, debentures, notes shares of Common Stock are subject to preemptive rights or any other indebtedness having similar rights or any liens or encumbrances suffered or permitted by the right to vote on any matters on which the stockholders Company. As of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance date of the Securities. Except as Previously Disclosedthis Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen Company or any of its subsidiaries, (ii) there are no outstanding debt securities and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in Act (except pursuant to the ordinary course of the Bank’s business, Registration Rights Agreement) and (iv) there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, registration statements and there are no contracts, commitments, understandings outstanding comment letters from the SEC or arrangements any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by which the issuance of the Convertible Debentures as described in this Agreement. The Company is bound has furnished to redeem a security the Buyer true and correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the "ARTICLES OF INCORPORATION"), and the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of an unlimited number of Company Shares. As of December 21, 2004, there were: (i) 54,796,531 Company Shares issued and outstanding; (ii) Company Options outstanding, entitling the holders thereof to acquire an aggregate of 2,281,018 Company Shares; (iii) 299,433 RSUs granted by the Company; and (iv) 167,443 DSUs granted by the Company. Except for the Company Options, RSUs and DSUs described in the immediately preceding sentence, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating the Company or any Subsidiary of the Company to issue or sell any shares of the Company or of any such Subsidiary or securities or obligations of any kind convertible into or exchangeable for any shares of the Company or any Subsidiary of the Company, or to make any payment which is contingent on the value of any shares of the Company. All outstanding Company Shares have been duly and validly authorized and are validly issued and are outstanding as fully paid and non-assessable and were not issued in violation shares, free of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No There are no outstanding bonds, debentures, notes debentures or other evidences of indebtedness of the Company or any of its Subsidiaries having the right to vote on any matters on which (or that are convertible for or exercisable into securities having the stockholders right to vote) with the holders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesShares on any matter. Except as Previously Disclosedset forth in the Disclosure Letter, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock obligations of the Company or optionsany of its Subsidiaries to repurchase, warrants, scrip, rights to subscribe to, calls redeem or commitments of otherwise acquire any character whatsoever relating to, outstanding Company Shares or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there are no agreements voting or arrangements under which the Company is obligated to register the sale disposition of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, there are no outstanding securities of the Company or which contain any provisions requiring of its Subsidiaries. No holder of securities issued by the Company or any Subsidiary of the Company has any right to compel the Company to redeem register or repurchase such securitiesotherwise qualify securities for public sale in Canada, and there are no contracts, commitments, understandings the United States or arrangements by which the Company is bound to redeem a security of the Companyelsewhere.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 8,978,999,990 shares of Common Stock, par value $0.00001 per share, of which about 4,702,630,209 shares of Common Stock are issued and outstanding as of the date hereof. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities either to or rights convertible into, or exercisable or exchangeable for, into any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department Company or any of the Treasury and the registration rights granted under this Agreementits subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, Act (except pursuant to an S-8 Registration Statement) and (iii) there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, registration statements (except for an S-8 Registration Statement and there are no contracts, commitments, understandings outstanding comment letters from the SEC or arrangements any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by which the issuance of the Securities as described in this Agreement. The Company is bound has furnished to redeem a security the Buyer true and correct copies of the Company’s Articles of Incorporation, as amended and as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. (a) The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company have been duly consists of (i) 25,000,000 shares of Common Stock, $0.001 par value per share and validly authorized and (ii) 5,000,000 shares of Preferred Stock, $0.001 par value per share. As of the Closing Date, there are (y) 3,160,000 shares of Common Stock issued and outstanding, all of which are duly authorized, validly issued, fully paid and non-assessable and were not (z) no shares of Preferred Stock issued and outstanding. In addition, there are 925,000 shares of Common Stock reserved for issuance pursuant to outstanding options and warrants. There are no shares of any class or series of preferred stock issued or outstanding. All of the securities issued by the Company have been issued in violation accordance with all applicable federal and state securities laws. Other than as set forth above, there are no other options, warrants, calls, rights, commitments or agreements of any pre-emptive rightscharacter to which the Company is a party or by which the Company is bound or obligating the Company to issue, resale rightsdeliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no preemptive rights or rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote rights which are binding on any matters on which the stockholders of the Company may vote are issued and outstandingpermitting any person to subscribe for or purchase from the Company shares of its capital stock pursuant to any provision of law, the Company’s Certificate of Incorporation as in effect on the date hereof (the “Certificate of Incorporation”) or the Company’s By-laws, as in effect on the date hereof (the “By-laws”) or by agreement or otherwise. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesSecurities as described in this Agreement and the Offering Memo. Except as Previously Disclosed, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock True and correct copies of the Company’s Certificate of Incorporation and By-laws are available to the Subscriber upon request. (b) The Securities (including upon exercise of the Warrant, or contractsthe Warrant Shares, commitmentsand upon conversion of the Note, understandings or arrangements by which the Company is or may become bound securities issuable therefor), have been (or, with respect to issue additional shares the Warrant Shares and the securities issuable upon conversion of capital stock the Note, will be) duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, the Note and/or the Warrant, will be duly authorized, validly issued, fully paid and non-assessable. No stockholder of the Company has any right to request or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there are no agreements or arrangements under which require the Company is obligated to register the sale of any of their securities shares owned by such stockholder under the Securities Act. Other than repurchase agreements entered into in the ordinary course No further approval or authority of the Bank’s business, there are no outstanding securities stockholders or the Board of Directors of the Company or which contain any provisions requiring will be required for the issuance and sale of the Securities to be sold by the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security of the Companyas contemplated herein.

Capitalization. The authorized capital stock of the Company has and the capitalization shares thereof issued and outstanding as of January 30, 2006, after giving effect to the shares of capital stock to be issued in the Exchange, are set forth on Schedule 2.2(b)SCHEDULE 2.1(c) hereto. All of the outstanding shares of capital stock the Company's Common Stock and any other security of the Company have been duly and validly authorized and issued and and, to the extent applicable, are validly issued, fully paid and non-assessable and were not issued in violation assessable. Except as set forth on SCHEDULE 2.1(c) hereto, no shares of Common Stock or any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders security of the Company may vote are issued entitled to preemptive rights or registration rights and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. Except as Previously Disclosed, there are no outstanding options, warrants, scrip, rights to subscribe to, calls call or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Furthermore, except as set forth on SCHEDULE 2.1(c) hereto or in any Commission Documents (as defined in Section 2.1(f) below) and except for the Transaction Documents and the Exchange Documents, there are no contracts, commitments, understandings understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any into shares of capital stock of the Company. Except as Previously Disclosed provided on SCHEDULE 2.1(c) hereto and except as disclosed in any Commission Documents, the Company is not a party to or bound by any agreement or understanding granting registration or anti-dilution rights to any person with respect to registration rights granted to CapGen and the U.S. Department any of the Treasury and the registration rights granted under this Agreementits equity or debt securities. Except as set forth on SCHEDULE 2.1(c) or in any Commission Documents, there are no agreements or arrangements under which the Company is obligated to register not a party to, and it has no knowledge of, any agreement or understanding restricting the voting or transfer of any shares of the capital stock of the Company. Except as set forth on SCHEDULE 2.1(c) hereto or disclosed or in any Commission Documents, the offer and sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s businessall capital stock, there are no outstanding securities convertible securities, rights, warrants, or options of the Company or which contain any provisions requiring issued prior to the Company to redeem or repurchase such securitiesClosing complied with all applicable federal and state securities laws, and there are no contracts, commitments, understandings or arrangements by which to the Company is bound to redeem a security best knowledge of the Company, no holder of such securities has a right of rescission or has made or threatened to make a claim for rescission or damages with respect thereto which could have a Material Adverse Effect. The Company has furnished or made available to the Purchasers true and correct copies of the Company's Certificate of Incorporation as in effect on the date hereof (the "CERTIFICATE"), and the Company's Bylaws as in effect on the date hereof (the "BYLAWS").

Capitalization. The Company has Except as disclosed in the capitalization set forth on Schedule 2.2(bSEC Documents, no shares are reserved for issuance pursuant to the Company's stock option plans. Sufficient shares are reserved for issuance upon conversion of the Note (as required by the Note and transfer agent share reserve letter). All of the such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of subject to preemptive rights or any pre-emptive rights, resale rights, other similar rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders shareholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution any liens or similar provisions that will be triggered by encumbrances imposed through the issuance actions or failure to act of the SecuritiesCompany. Except as Previously Discloseddisclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe tofor, calls puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into, or exercisable into or exchangeable for, for any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings 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 optionsany of its Subsidiaries, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, 1933 Act and (iii) there are no outstanding anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company's Certificate of Incorporation as in effect on the date hereof ("Certificate of Incorporation"), the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock of the Company or which contain any provisions requiring and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company's Chief Executive on behalf of the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security as of the CompanyClosing Date.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company consists of 180,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock, $0.01 par value per share ("Preferred Stock"), of which 60,000,000 shares of Common Stock and zero shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.001 per share and no shares of Preferred Stock of which 94,036,561 shares of Common Stock were issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of an unlimited number of authorized shares of Common Stock, no par value, of which approximately 180,000,000 shares of Common Stock are issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 5,000,000 shares of Common Stock and 2,000,000 shares of Preferred Stock, no par value per share (“Preferred Stock”), of which 2,150,216 shares of Common Stock and no shares of Preferred Stock are issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 1,000,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of Preferred Stock, par value $0.001 ("Preferred Stock") of which 260,273,921 shares of Common Stock and zero shares of Preferred Stock are issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rightsnonassessable. No bonds, debentures, notes shares of Common Stock are subject to preemptive rights or any other indebtedness having similar rights or any liens or encumbrances suffered or permitted by the right to vote on any matters on which the stockholders Company. As of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance date of the Securities. Except as Previously Disclosedthis Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen Company or any of its subsidiaries, (ii) there are no outstanding debt securities and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in Act (except pursuant to the ordinary course of the Bank’s business, Registration Rights Agreement) and (iv) there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, registration statements and there are no contracts, commitments, understandings outstanding comment letters from the SEC or arrangements any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by which the issuance of the Convertible Debentures as described in this Agreement. The Company is bound has furnished to redeem a security the Buyer true and correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.0001, and 20,000,000 shares of Preferred Stock, par value $.0001 ("Preferred Stock") of which 34,631,211 shares of Common Stock and zero shares of Preferred Stock are issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rightsnonassessable. No bonds, debentures, notes shares of Common Stock are subject to preemptive rights or any other indebtedness having similar rights or any liens or encumbrances suffered or permitted by the right to vote on any matters on which the stockholders Company. As of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance date of the Securities. Except this Agreement, except as Previously Disclosedset for on Schedule 3(c), (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen Company or any of its subsidiaries, (ii) there are no outstanding debt securities and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement) and (iv) there are no outstanding registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. Other than repurchase agreements entered into in the ordinary course of the Bank’s businessExcept as set for on Schedule 3(c), there are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Convertible Debentures as described in this Agreement. The Company or which contain any provisions requiring has furnished to the Company to redeem or repurchase such securities, Buyer true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company consists of 5,000,000,000 shares of Common Stock, par value $0.001 per share and no shares of Preferred Stock of which 55,943,751 shares of Common Stock were issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued capital of CanniMed consists of an unlimited number of common shares of which 24,673,523 CanniMed Shares have been validly issued and are outstanding as fully paid and non-assessable shares as of January 23, 2018 and were have not been issued in violation of any preemptive rights. As of January 23, 2018, an aggregate of up to 603,722 CanniMed Shares are issuable upon the exercise of outstanding stock options and Convertible Securities. Except as disclosed in the CanniMed Public Disclosure Record, there are no options, warrants, conversion privileges, commitments (contingent or otherwise) or other Contract or any right or privilege (whether by Law, pre-emptive rightsor contractual) capable of becoming an agreement, resale rightsfor the purchase, rights allotment or issuance of, or subscription for, any securities of first refusal CanniMed, or similar rightsany securities convertible or exchangeable into, or exercisable for, or otherwise evidencing a right to acquire, any securities of CanniMed. No bondsAll securities of CanniMed (including the stock options and Convertible Securities) have been issued in compliance with all applicable corporate Laws and Securities Laws. Other than the CanniMed Shares, debenturesstock options and Convertible Securities, notes there are no securities of CanniMed or other indebtedness of any of its subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the shareholders of CanniMed on any matters on which the stockholders of the Company may vote are issued and outstandingmatter. There are no outstanding Contracts or other obligations of CanniMed to (i) repurchase, redeem or otherwise acquire any of its securities or instruments containing antiwith respect to the voting or disposition of any of its outstanding securities, (ii) except pursuant to the Newstrike Agreement, and the Newstrike termination agreement dated January 24, 2018, make any investment in or provide any funds to (whether in the form of a loan, capital contribution or otherwise) any person in excess of $5 million in the aggregate, other than a wholly-dilution owned subsidiary of CanniMed, or similar provisions that will be triggered by the issuance (iii) provide any guarantee with respect to any person (other than a wholly-owned subsidiary of the SecuritiesCanniMed). Except as Previously Disclosed, there There are no outstanding optionsbonds, warrants, scrip, rights debentures or other evidences of indebtedness of CanniMed or any of its subsidiaries having the right to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock vote with the holders of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of outstanding CanniMed Shares on any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security of the Companymatters.

Capitalization. Schedule 4.4 accurately and completely sets forth the capital structure of the Company by listing thereon the number of shares of capital stock of the Company which are authorized and which are issued and outstanding and identifying the record owner of each such share and which of the issued and outstanding Shares are represented by a certificate. The Company has the capitalization set forth on Schedule 2.2(b). All Stockholders own all of the issued and outstanding shares of capital stock of the Company, and all of the issued and outstanding shares of capital stock of the Company have been (a) are duly and authorized, validly authorized and issued and are issued, fully paid and non-assessable nonassessable, (b) are free and clear of any Liens and defects of title whatsoever, (c) are held of record and beneficially owned by the Company Stockholders, and (d) were not issued in violation of any pre-emptive rights, resale rights, the preemptive rights of first refusal any Person or similar rights. No bondsany agreement or laws, debenturesstatutes, notes or other indebtedness having the right to vote on orders, decrees, rules, regulations and judgments of any matters on Governmental Body by which the stockholders Company at the time of issuance was bound. Except as set forth on Schedule 4.4, (i) there are no shares of capital stock of the Company may vote are issued and outstanding. There are no securities reserved for issuance or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. Except held as Previously Disclosedtreasury shares, (ii) there are no outstanding options, stock appreciation rights, warrants, scriprights, calls, commitments, conversion rights, rights to subscribe toof exchange, calls or commitments subscriptions, claims of any character whatsoever relating tocharacter, agreements, obligations, convertible or exchangeable securities or rights convertible intoother plans or commitments, contingent or exercisable otherwise, relating to the capital stock of the Company, other than as contemplated by this Agreement, (iii) there are no outstanding Contracts of the Company and the Company Stockholders or exchangeable forany other Person to purchase, redeem or otherwise acquire any outstanding shares of the capital stock of the Company, or contracts, commitments, understandings securities or arrangements by which the Company is or may become bound to issue additional obligations of any kind convertible into any shares of the capital stock of the Company Company, and (iv) there are no dividends which have accrued or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of been declared but are currently unpaid on the capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there are no agreements or arrangements under which No Person (other than the Company is obligated Stockholders) has made, asserted or threatened (orally or in writing) to register the sale of make or assert any of their securities under the Securities Act. Other than repurchase agreements entered into claim that such Person owns or has any rights in the ordinary course of the Bank’s business, there are no outstanding securities of the Company or which contain to any provisions requiring the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security of equity interest in the Company.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b)authorized capital stock of 50,000,000 shares of Common Stock, of which there are 15,111,097 shares issued and outstanding as of June 9, 2000, and 7,500,000 shares of preferred stock, $0.01 par value per share, none of which are issued and outstanding. All of the issued and outstanding shares of capital stock of the Company have been Common Stock were duly and validly authorized and issued and are fully paid and non-assessable and were not assessable. None of the outstanding shares of Common Stock have been issued in violation of any pre-emptive rights, resale rights, preemptive rights of first refusal the current or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders past shareholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesCompany. Except as Previously Disclosedset forth in the Company SEC Documents or on SCHEDULE 10.6, and except for shares that may be issued in connection with completed or pending acquisitions and financings or options or warrants issued to, or to be issued to, SJMB, there are no outstanding options, warrants, scrip, warrants or rights to subscribe tofor, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable into or exchangeable for, any shares of the capital stock of the Company, Company or contracts, commitments, understandings or arrangements by which the Company is or may become bound be obligated to issue additional shares of its capital stock of the Company or options, warrants, scrip, or rights to subscribe purchase or acquire any additional shares of its capital stock. All of the Common Stock issued on the exercise of the Warrants will be fully paid, non-assessable and free and clear of any preemptive rights and Encumbrances. As used in this Reimbursement Agreement, the term "Encumbrance" means and includes (i) any security interest, mortgage, deed of trust, lien, charge, pledge, proxy, adverse claim, equity, power of attorney, or restriction of any kind, including but not limited to, calls any restriction or commitments servitude on the use, transfer, receipt of income, or other exercise of any character whatsoever relating toattributes of ownership, and (ii) any notice of pledge registered with any financial intermediary or securities or rights convertible into, or exercisable or exchangeable forbroker, any shares of capital stock of the Company. Except as Previously Disclosed with respect Uniform Commercial Code financing statement or other public filing, notice or record that by its terms purports to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there are no agreements evidence or arrangements under which the Company is obligated to register the sale notify interested parties of any of their securities under the Securities Act. Other than repurchase agreements entered into matters referred to in the ordinary course of the Bank’s businessclause (i) that has not been terminated or released by another proper filing, there are no outstanding securities of the Company notice or which contain any provisions requiring the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security of the Companyrecord.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.001 per share and 20,000,000 shares of Preferred Stock of which 50,150,388 shares of Common Stock and no shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof and except for an obligation to issue 1,000,000 shares of restricted Common Stock (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements and there are no outstanding comment letters from the U.S. Department of the Treasury SEC or any other regulatory agency and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The As of the date hereof, the authorized capital stock of the Company has the capitalization is set forth in the Company’s Annual Report on Schedule 2.2(b)Form 10-K for the year ended December 31, 2023, as filed with the Commission on March 12, 2024. The Company’s disclosure of its issued and outstanding capital stock in its most recent SEC Report containing such disclosure was accurate in all material respects as of the date indicated in such SEC Report. All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly authorized and issued and issued, are fully paid and are non-assessable assessable. None of the issued and outstanding shares of the Company were not issued in violation of any pre-emptive preemptive rights, resale rights, rights and no Person has any right of first refusal refusal, preemptive right, right of participation, or any similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on participate in the transactions contemplated by the Transaction Documents. As of the date hereof, and except as disclosed in the SEC Reports or as provided in any matters on which of the stockholders Transaction Documents, (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any Liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) except for outstanding securities of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by under the issuance equity incentive plans of the Securities. Except as Previously DisclosedCompany (the “Stock Plans”), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except Company or any of its Subsidiaries, (iv) except as Previously Disclosed with respect to registration rights granted to CapGen and disclosed in the U.S. Department of the Treasury and the registration rights granted under this AgreementSEC Reports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into Act (except the Registration Rights Agreement), (v) except as disclosed in the ordinary course of the Bank’s businessSEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any provisions requiring the Company to redeem redemption or repurchase such securitiessimilar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares as described in this Agreement and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has made available to the Purchaser true and correct copies of the Company’s certificate of incorporation and bylaws, and summaries of the material terms of all securities convertible into or exercisable for Common Stock, if any (other than outstanding securities of the Company under the Stock Plans), and copies of any documents containing the material rights of the holders of such securities in respect thereto that are not disclosed in the SEC Reports.

Capitalization. The Company has the capitalization set Schedule 4.3 sets forth on Schedule 2.2(b). All as of the outstanding date hereof (a) the authorized capital stock of the Company; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock or equity compensation plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares) exercisable for, or convertible into or exchangeable for, any shares of capital stock of the Company Company. All of the issued and outstanding shares of the Company’s and its Subsidiaries’ capital stock have been duly and validly authorized and issued and are validly issued, fully paid and non-assessable and nonassessable. None of such shares were not issued in violation of any pre-emptive rights, resale rights, preemptive rights or other similar rights of first refusal or similar rightsthird parties and such shares were issued in compliance with applicable state and federal securities laws. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders There are no outstanding contractual obligations of the Company or any of its Subsidiaries to provide any funds to or make any investment in respect of any unsatisfied subscription obligation or capital contribution or capital account funding obligation in any Person. No Person is entitled to preemptive or similar statutory or contractual rights with respect to the issuance by the Company of any securities of the Company. There are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company is or may vote are issued be obligated to issue any equity securities of any kind and outstandingexcept as contemplated by this Agreement. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesShares and the Company does not have any stock appreciation rights, “phantom stock” plans or agreements or any similar plans or agreements. Except as Previously DisclosedThere are no voting agreements, stockholder agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the security holders of the Company or, to the Company’s Knowledge, between or among any of the Company’s security holders, relating to the securities of the Company held by them. (i) No Person has the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person, (ii) there are no outstanding optionsdebt securities, warrantsnotes, scripcredit agreements, rights to subscribe tocredit facilities or other agreements, calls documents or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock instruments evidencing indebtedness of the Company, Company or contracts, commitments, understandings any of its Subsidiaries or arrangements by which the Company or any of its Subsidiaries is or may become bound having the right to issue additional shares of capital stock vote on any matter which the stockholders of the Company or optionsits Subsidiaries as the case may be, warrantsmay vote, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, (iii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any provisions requiring the Company to redeem redemption or repurchase such securitiessimilar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries. The issuance and sale of the Shares hereunder will not obligate the Company to issue shares of Preferred Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the authorized, issued and outstanding shares of capital stock of each of Standard and the Company Standard Subsidiaries as of the date hereof is correctly set forth on Schedule 3.3. The number of outstanding shares of Standard Common Stock identified in Schedule 3.3 includes (i) the aggregate number of shares of Standard Common Stock under the MRRP which have been duly granted (as set forth on Schedule 3.3) and validly authorized which vest upon consummation of the Merger as provided in Section 1.3(c), and (ii) all allocated and unallocated shares of Standard Common Stock held by the ESOP (as defined in Section 5.12 below). The issued and outstanding shares of capital stock of each of Standard and the Standard Subsidiaries are duly authorized, validly issued, fully paid and non-assessable nonassessable and were have not been issued in violation of any pre-emptive preemptive rights. Except as disclosed on Schedule 3.3, there are no options, warrants, conversion privileges or other rights, resale rightsagreements, rights arrangements or commitments obligating Standard or any Standard Subsidiary to issue, sell, purchase or redeem any shares of first refusal its capital stock or securities or obligations of any kind convertible into or exchangeable for any shares of its capital stock or of any of its subsidiaries or affiliates, nor are there any stock appreciation, phantom or similar rightsrights outstanding based upon the book value or any other attribute of any of the capital stock of Standard or any of the Standard Subsidiaries, or the earnings or other attributes of Standard or any of the Standard Subsidiaries. Schedule 3.3 contains true and correct copies of all such agreements, arrangements (including all stock plans, but excluding individual stock option or restricted stock agreements) or commitments. No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which the stockholders shareholders of the Company Standard or any Standard Subsidiary may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. Except outstanding except as Previously Disclosed, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into set forth in the ordinary course of the Bank’s business, there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security of the CompanySchedule 3.3.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 250,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”), of which 43,115,181 shares of Common Stock and zero shares of Preferred Stock are issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The equity capitalization of the Company has the capitalization as of February 15, 2006 is as set forth on Schedule 2.2(b)4.4 hereto. All The Shares to be sold pursuant to this Agreement have been duly authorized, and when issued and paid for in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable and free of any preemptive rights for any other securityholder of the Company. The outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of any pre-emptive rights, resale rights, preemptive rights of first refusal or similar rights. No bonds, debentures, notes rights to subscribe for or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiespurchase securities. Except as Previously Disclosedset forth on Schedule 4.4 hereof, there are no outstanding optionsrights (including, warrantswithout limitation, scrippreemptive rights), rights warrants or options to subscribe to, calls or commitments of any character whatsoever relating toacquire, or securities or rights instruments convertible into, or exercisable into or exchangeable for, any shares of capital stock of or other equity interest in the CompanyCompany or any Subsidiary, or contractsany contract, commitmentscommitment, understandings agreement, understanding or arrangements by arrangement of any kind to which the Company is a party or may become bound of which the Company has knowledge and relating to issue additional shares the issuance or sale of any capital stock of the Company or any Subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options. Without limiting the foregoing, warrantsno preemptive right, scripco-sale right, rights to subscribe toright of first refusal, calls or commitments of any character whatsoever relating toregistration right, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed other similar right exists with respect to registration rights granted to CapGen the Shares or the issuance and sale thereof. No further approval or authorization of any stockholder, the U.S. Department Board of Directors or others is required for the issuance and sale of the Treasury Shares. The Company owns the entire equity interest in each of its Subsidiaries, free and the registration rights granted under this Agreementclear of any pledge, there lien, security interest, encumbrance, claim or equitable interest, other than as set forth on Schedule 4.4 hereof. There are no stockholders agreements, voting agreements or arrangements under other similar agreements with respect to the Common Stock to which the Company is obligated a party or, to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, there are no outstanding securities knowledge of the Company between or which contain among any provisions requiring the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security of the Company's stockholders.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company consists of _________ shares of Common Stock, par value $0.001 per share and _________ shares of Preferred Stock of which ________ shares of Common Stock and _________ shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) has the capitalization been set forth in the SEC Reports and has changed since the date of such SEC Reports only to reflect stock, stock option and warrant issuances or exercises that do not, individually or in the aggregate, have a material effect on Schedule 2.2(b)the issued and outstanding capital stock, options and other securities. All of the outstanding shares of capital stock of the Company have been are duly and authorized, validly authorized and issued and are issued, fully paid and non-assessable assessable, have been issued in compliance in all material respects with all applicable federal and were not state securities laws, and none of such outstanding shares was issued in violation of any pre-emptive rights, resale rights, preemptive rights of first refusal or similar rights. No bonds, debentures, notes rights to subscribe for or other indebtedness having the right to vote on purchase any matters on which the stockholders capital stock of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesCompany. Except as Previously Disclosedspecified in the SEC Reports or as contemplated by the Transaction Documents: (i) no shares of the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) except as set forth on Schedule 4(g), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except ; (iii) except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department set forth in Schedule 4(j), there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Treasury and Company or by which the registration rights granted under this AgreementCompany is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into Act (except the Registration Rights Agreement or as set forth in the ordinary course of the Bank’s business, Schedule 4(g)); (vi) there are no outstanding securities or instruments of the Company or which contain any provisions requiring the Company to redeem redemption or repurchase such securitiessimilar 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; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Reports (as defined herein) but not so disclosed in the SEC Reports, other than those incurred in the ordinary course of the Company's businesses or set forth in Schedule 4(j).

Capitalization. The authorized capital stock of the Company consists of 300,000,000 shares of Common Stock and 10,000,000 shares of preferred stock. Immediately before giving effect to the Merger and the initial Closing of the Offering, the Company has the capitalization set forth on Schedule 2.2(b)900,000 shares of Common Stock and no preferred stock issued and outstanding. All of the outstanding shares of capital Common Stock and of the stock of each of the Company Company’s subsidiaries have been duly and authorized, validly authorized and issued and are fully paid and non-assessable nonassessable. Immediately after giving effect to the Merger and were not issued in violation the Closing of any pre-emptive rightsthe Minimum Offering or the Maximum Offering, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders pro forma outstanding capitalization of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered as set forth under “Pro Forma Capitalization” in Schedule 4c. After giving effect to the Merger: (i) no shares of capital stock of the Company or any of its subsidiaries will be subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the issuance of the Securities. Except Company; (ii) except as Previously Disclosed, set forth on Schedule 4c(ii) there are will be no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 optionsany of its subsidiaries, warrants(iii) there will be no outstanding debt securities other than indebtedness as set forth in Schedule 4c(iii), scrip, rights (iv) other than pursuant to subscribe to, calls the Registration Rights Agreement or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreementset forth in Schedule 4c(iv), there are will be no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into , (v) there will be no outstanding registration statements, and there will be no outstanding comment letters from the SEC or any other regulatory agency; (vi) except as provided in the ordinary course of the Bank’s businessthis Agreement or as set forth in Schedule 4c(vi), there are will be no outstanding securities of or instruments containing anti-dilution or similar provisions, including the Company right to adjust the exercise, exchange or which contain any provisions requiring the Company to redeem or repurchase reset price under such securities, that will be triggered by the issuance of the Shares as described in this Agreement; and there are (vii) no contractsco-sale right, commitmentsright of first refusal or other similar right will exist with respect to the Shares or the issuance and sale thereof. Upon request, understandings or arrangements by which the Company is bound will make available to redeem a security the Purchaser true and correct copies of the Company’s Certificate of Incorporation, and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to officers, directors, employees and consultants.

Capitalization. The capitalization of the Company has the capitalization is and will be as set forth on Schedule 2.2(b)in each of the Commitment Prospectus and the Prospectus as of the dates set forth therein. All of the outstanding shares of Common Stock of the Company, including the Shares to be sold by the Selling Stockholders, have been, and as of the Closing Date and the Additional Closing Date, as the case may be, will be, duly authorized, validly issued, fully paid, nonassessable, and free of any preemptive or similar rights; except as set forth in each of the Commitment Prospectus and the Prospectus, the Company is not a party to or bound by any outstanding options, warrants, or similar rights to subscribe for, or contractual obligations to issue, sell, transfer, or acquire, any of its capital stock or any securities convertible into or exchangeable for any of such capital stock; the Shares to be issued and sold to the Underwriters by the Company hereunder have been duly authorized and, when issued and delivered to the Underwriters against full payment therefor in accordance with the terms hereof, will be validly issued, fully paid, nonassessable, and free of any preemptive or similar rights; the capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued conforms to the description thereof in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders each of the Company may vote are issued Commitment Prospectus and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered the Prospectus; and the delivery of certificates for the Shares being sold by the issuance Company against payment therefor pursuant to the terms of this Agreement will pass valid title to the Securities. Except as Previously Disclosed, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of Shares being sold by the Company, free and clear of any claim, encumbrance, or contractsdefect in title, commitmentsto the several Underwriters purchasing such Shares in good faith and without notice of any lien, understandings claim, or arrangements encumbrance. The certificates for the Shares being sold by which the Company is or may become bound to issue additional shares of capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen are in valid and the U.S. Department of the Treasury and the registration rights granted under this Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in the ordinary course of the Bank’s business, there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security of the Companysufficient form.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock and no shares of Preferred Stock, of which 50,000,000 shares of Common Stock are issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rightsnonassessable. No bonds, debentures, notes shares of Common Stock are subject to preemptive rights or any other indebtedness having similar rights or any liens or encumbrances suffered or permitted by the right to vote on any matters on which the stockholders Company. As of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance date of the Securities. Except as Previously Disclosedthis Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to registration rights granted to CapGen Company or any of its subsidiaries, (ii) except for the November Debenture, there are no outstanding debt securities and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Other than repurchase agreements entered into in Act (except pursuant to the ordinary course of the Bank’s business, Registration Rights Agreement) and (iv) there are no outstanding securities of the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, registration statements and there are no contracts, commitments, understandings outstanding comment letters from the SEC or arrangements any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by which the issuance of the Convertible Debentures as described in this Agreement. The Company is bound has furnished to redeem a security the Buyer true and correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), and the Company's Bylaws, as in effect on the date hereof (the "Bylaws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All As of the outstanding shares of date hereof, the authorized capital stock of the Company consists of 300,000,000 shares of Common Stock, no par value per share, and no shares of Preferred Stock, of which 46,710,821 shares of Common Stock were issued and outstanding. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen statements other than on Form S-8 and the U.S. Department of the Treasury and the registration rights granted under this Agreement, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s business, there are no outstanding securities of transactions described herein or therein. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The Company has the capitalization set forth on Schedule 2.2(b). All of the outstanding shares of authorized capital stock of the Company consists of 1,000,000,000 shares of Common Stock, $0.00014 par value; 516,453,806 and 503,453,831 shares issued and outstanding, respectively. All of such outstanding shares have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securitiesnonassessable. Except as Previously Discloseddisclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company. Except as Previously Disclosed with respect to Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration rights granted to CapGen and the U.S. Department of the Treasury and the registration rights granted under this Agreement, statements other than on Form S-1and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActAct (except pursuant to the Registration Rights Agreement). Other than repurchase agreements entered into in There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the ordinary course consummation of the Bank’s businesstransactions described herein or therein. This section shall not prevent the Company, there are no outstanding securities after the date hereof, from obtaining other funding or other means of financing. The Company has furnished to the Company or which contain any provisions requiring the Company to redeem or repurchase such securities, Investor true and there are no contracts, commitments, understandings or arrangements by which the Company is bound to redeem a security correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.