Common use of Capitalization Clause in Contracts

Capitalization. (a) The authorized capital of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser Shares.

Capitalization. (a) The authorized capital shares of the Purchaser consists consist of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 250,000,000 shares of common stock with a par value of $0.001 per share (the “Purchaser Shares were Common Stock”), of which 129,566,207 shares are issued and outstanding as of the date hereof; and (ii) 5,000,000 preferred shares with a par value of $0.001 per share, of which no shares are issued and outstanding; provided that, all upon the effectiveness of which the Amended Purchaser Certificate of Incorporation, the authorized capital stock of the Purchaser shall be as set forth therein. The issued and outstanding Purchaser Securities as of the date of this Agreement are set forth on Schedule 3.3(a). All outstanding shares of Purchaser Common Stock are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant non-assessable and not subject to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were or issued in violation of any purchase option, right of first refusal, preemptive rights. Except for right, subscription right or any similar right under any provision of the Purchaser NoteDGCL, the Purchaser’s Organizational Documents or any Contract to which Purchaser Optionsis a party. All of the outstanding Purchaser Securities have been granted, offered, sold and issued in compliance with all applicable securities Laws. (b) Prior to giving effect to the Restricted Share UnitsMerger, Delaware Sub is authorized to issue 1,000 shares of common stock, of which 1,000 shares are issued and outstanding, and all of which are owned by the Purchaser. (c) Except as set forth in Schedule 3.3(a) or Schedule 3.3(c), there are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive, first refusal, first offer or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements arrangements, Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the Purchaser Shares issued or obligating unissued shares of the Purchaser or (B) obligating Purchaser to issue issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any Purchaser Sharesoptions or shares or securities convertible into or exchangeable for such shares, or (C) obligating Purchaser to grant, extend or enter into any such option, warrant, call, subscription or other interest inright, the Purchaseragreement, arrangement or commitment for such capital shares. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any shares of the Purchaser Shares or to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) in, in any other Person. The Except as set forth in Schedule 3.3(c), there are no stockholders agreements, proxies, voting trusts or other agreements or understandings to which the Purchaser Shares constitute all is a party (or, to the Purchaser’s Knowledge, to which it is not a party) with respect to the voting of the issued and outstanding share capital any shares of the Purchaser. Upon consummation . (d) All Indebtedness of the transactions Purchaser as of the date of this Agreement is disclosed on Schedule 3.3(d). No Indebtedness of the Purchaser contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by the Purchaser or (iii) the ability of the Purchaser to grant any Lien on its properties or assets. (e) Since the date of formation of the Purchaser, and except as contemplated by this Agreement, the Purchaser Shares issued to has not declared or paid any distribution or dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and the Seller will be duly authorized, validly issued, fully paid and nonassessable and free Purchaser’s board of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of directors has not authorized any of the Purchaser Sharesforegoing.

Capitalization. (a) The authorized capital Capital Stock of the Purchaser Buyer as of the Relevant Time consists of 150,000,000 Purchaser Shares. As 49,000,000 shares of December 8Buyer Common Stock, 2008, (i) 56,120,785 Purchaser Shares were 5,432,976 of which are issued and outstanding, all 30,106,078 shares of Buyer A Preferred Stock, 14,308,714 of which are issued and outstanding. All such outstanding shares of Buyer Common Stock and Buyer A Preferred Stock have been duly authorized, authorized and validly issued, and are fully paid and nonassessable. Buyer has reserved 3,685,212 shares of Buyer Common Stock for issuance to officers, (ii) 2,834,917 Purchaser Shares were issuable upon directors, employees and consultants of the exercise of share options granted Company pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share its 2021 Equity Incentive Plan (the “Restricted Share UnitsBuyer Plan”) and (iv) 3,838,697 Purchaser Shares are issuable upon ). Other than options granted under the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share UnitsBuyer Plan, there are no outstanding options, warrants, convertible securities rights (including conversion or other preemptive rights and rights of first refusal or similar rights, ) or agreements, arrangements orally or commitments in writing, to purchase or acquire from Buyer any shares of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser SharesBuyer Common Stock, Buyer A Preferred Stock or any other interest in, the Purchasersecurities convertible into or exchangeable for shares of either Buyer Common Stock or Buyer A Preferred Stock. There The rights and privileges of each class of Buyer’s capital stock are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (set forth in the form certificate of a loanincorporation of Buyer, capital contribution as amended or otherwise) inrestated from time to time. All the Buyer Common Stock and Buyer A Preferred Stock to be issued in connection with the Share Consideration will be, any other Person. The Purchaser Shares constitute all when issued on the terms and conditions of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free not subject to or issued in violation of any Encumbrances. Except for the Lock-Up Agreementpurchase option, there are no voting trustscall option, shareholder agreementsright of first refusal, proxies preemptive right, subscription right or other agreements or understandings in effect with respect to the voting or transfer of any similar right under any provision of the Purchaser Sharescertificate of incorporation or bylaws of Buyer, as amended or restated from time to time, or any agreement to which Buyer is a party or is otherwise bound. Buyer has reserved out of its authorized capital stock a sufficient number of shares of Buyer Common Stock and Buyer A Preferred Stock to issue such Buyer Common Stock and Buyer A Preferred Stock (as the case may be) at the Closing.

Capitalization. (a) The authorized capital stock of the Purchaser consists of 150,000,000 50,000,000 Purchaser Shares. As Common Shares of December 8which, 2008as of even date herewith (the “Purchaser Capitalization Date”), (i) 56,120,785 Purchaser Shares 37,653,183 were issued and outstanding. As of the Purchaser Capitalization Date, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 no Purchaser Common Shares were issuable authorized for issuance upon the exercise of share options granted issued pursuant to employee and director stock plans of Purchaser or a Subsidiary of Purchaser in effect as of the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively date of this Agreement (the “Purchaser OptionsStock Plans”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note). None All of the issued and outstanding Purchaser Common Shares were have been duly authorized and validly issued in violation and are fully paid, nonassessable and free of any preemptive rights. Except for As of the date of this Agreement, no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of Purchaser may vote (“Purchaser Voting Debt”) is issued or outstanding. As of the Purchaser NoteCapitalization Date, except pursuant to this Agreement and the Purchaser OptionsStock Plans, the Restricted Share UnitsPurchaser does not have and is not bound by any outstanding subscriptions, there are no options, warrants, convertible securities or other calls, rights, agreements, arrangements commitments or commitments agreements of any character relating to calling for the Purchaser Shares purchase or obligating the Purchaser to issue or sell issuance of any Purchaser Common Shares, Purchaser Voting Debt or any other interest in, equity securities of Purchaser or any securities representing the Purchaser. There are no outstanding contractual obligations of the Purchaser right to repurchase, redeem purchase or otherwise acquire receive any Purchaser Common Shares or to provide funds to, Purchaser Voting Debt or make any investment (in the form other equity securities of a loan, capital contribution or otherwise) in, any other PersonPurchaser. The Purchaser Common Shares constitute all of the to be issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued pursuant to the Seller Merger have been reserved for issuance, and when issued, will be duly authorizedauthorized and validly issued and, validly issuedat the Effective Time, all such shares will be fully paid and paid, nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser Sharespreemptive rights.

Capitalization. (a) The authorized capital Capital Stock of the Purchaser Buyer as of the date hereof consists of 150,000,000 Purchaser Shares. As 49,000,000 shares of December 8Buyer Common Stock, 2008, (i) 56,120,785 Purchaser Shares were 5,432,976 of which are issued and outstanding, all 30,106,078 shares of Buyer A Preferred Stock, 14,308,714 of which are issued and outstanding. All such outstanding shares of Buyer Common Stock and Buyer A Preferred Stock have been duly authorized, authorized and validly issued, and are fully paid and nonassessable. Buyer has reserved 3,685,212 shares of Buyer Common Stock for issuance to officers, (ii) 2,834,917 Purchaser Shares were issuable upon directors, employees and consultants of the exercise of share options granted Company pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share its 2021 Equity Incentive Plan (the “Restricted Share UnitsBuyer Plan”) and (iv) 3,838,697 Purchaser Shares are issuable upon ). Other than options granted under the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share UnitsBuyer Plan, there are no outstanding options, warrants, convertible securities rights (including conversion or other preemptive rights and rights of first refusal or similar rights, ) or agreements, arrangements orally or commitments in writing, to purchase or acquire from Buyer any shares of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser SharesBuyer Common Stock, Buyer A Preferred Stock or any other interest in, the Purchasersecurities convertible into or exchangeable for shares of either Buyer Common Stock or Buyer A Preferred Stock. There The rights and privileges of each class of Buyer’s capital stock are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (set forth in the form certificate of a loanincorporation of Buyer, capital contribution as amended or otherwise) inrestated from time to time. All the Buyer Common Stock to be issued in connection with the Share Consideration will be, any other Person. The Purchaser Shares constitute all when issued on the terms and conditions of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free not subject to or issued in violation of any Encumbrances. Except for the Lock-Up Agreementpurchase option, there are no voting trustscall option, shareholder agreementsright of first refusal, proxies preemptive right, subscription right or other agreements or understandings in effect with respect to the voting or transfer of any similar right under any provision of the Purchaser Sharescertificate of incorporation or bylaws of Buyer, as amended or restated from time to time, or any agreement to which Buyer is a party or is otherwise bound. Buyer has reserved out of its authorized capital stock a sufficient number of shares of Buyer Common Stock to issue such Buyer Common Stock (as the case may be) at the Closing.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Purchaser Buyer consists of 150,000,000 Purchaser Shares. As 100,000,000 shares of December 8Buyer’s Common Stock, 2008, (i) 56,120,785 Purchaser Shares were of which 15,307,776 shares are issued and outstanding, all and 25,000,000 shares of Buyer’s $0.001 par value preferred stock, of which no shares are issued and outstanding. (b) All shares of Buyer’s capital stock were issued in compliance with applicable Legal Requirements. No shares of capital stock of Buyer were issued in violation of Buyer’s Articles of Incorporation or Bylaws or any other agreement, arrangement or commitment to which Buyer is a party and are not subject to or in violation of any preemptive or similar rights of any Person. The outstanding shares of capital stock of Buyer have been duly authorized, authorized and are validly issued, fully paid and nonassessable, non-assessable. (iic) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Unitsas set forth on Schedule 4.4(c), there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares any capital stock or other equity interests in Buyer or obligating the Purchaser Buyer to issue or sell any Purchaser Sharesequity interests, or any other interest ininterest, the Purchaserin Buyer. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser Sharescapital stock of Buyer. (d) When delivered by Buyer to Seller in accordance with the terms of this Agreement, the Share Consideration will be (i) duly and validly issued and fully paid and nonassessable, (ii) will be sold free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest of any kind, and no preemptive or similar right, co-sale right, registration right, right of first refusal or other similar right of shareholders exists with respect to any of such shares or the issuance and sale thereof other than those that have been expressly waived prior to the date hereof and those that will automatically expire upon the execution hereof, and (iii) issued in compliance with applicable federal and state securities laws. No further approval or authorization of any shareholder, Buyer’s Board of Directors or others is required for the issuance to Sellers of the Share Consideration pursuant to the terms hereof. The issuance and sale of the Share Consideration pursuant to the terms hereof will not obligate Buyer to issue any shares of Common Stock or any other securities to any party other than the Sellers or adjust any exercise or conversion prices of any outstanding securities convertible into Common Stock. (e) Except as set forth on Schedule 4.4(e), no Person has the right to cause Buyer to register any of its securities under the Securities Act.

Capitalization. (a) The authorized capital Immediately prior to the First Closing, and immediately prior to each Subsequent Closing, as the case may be, not giving effect to the sale and purchase of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8Purchased Units, 2008, (i) 56,120,785 Purchaser Shares were issued the authorized and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units outstanding capital stock of the Purchaser were Company (on a Fully Diluted Basis including all Derivative Securities) will be as set forth in Schedule 2.4. All such outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion shares of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller stock will be duly authorized, validly issued, fully paid, and nonassessable, and will have been issued free and clear of Liens. Except as set forth in Schedule 2.4, no adjustment has previously been made (or should have been made) nor will any adjustment be required to be made as a result of the Company's issuance of the Purchased Units to the rate at which any shares of any class of the equity securities of the Company, subscriptions, options, warrants, calls, commitments or agreements or Derivative Securities of the Company are convertible into or exercisable for shares of Common Stock, Derivative Securities or shares of other equity securities of the Company (by reason of any "anti-dilution" provisions or agreements or otherwise). (b) Except as set forth on Schedule 2.4, the Company does not have, is not bound by, and has no obligation to grant or enter into, any outstanding subscriptions, options, warrants, calls, commitments, or agreements of any character calling for it to issue, deliver, or sell, or cause to be issued, delivered, or sold, any shares of its capital stock, any other equity security, or any securities convertible into, exchangeable for, or representing the right to subscribe for, purchase, or otherwise acquire any shares of its capital stock or any other equity security. (c) Except as set forth in Schedule 2.4, the Company (i) has no outstanding obligations, contractual or otherwise, to repurchase, redeem, or otherwise acquire any shares of capital stock or other equity securities of the Company, (ii) is not a party to or bound by any agreement or instrument relating to the voting of any of its securities, and (iii) is not a party to or bound by any agreement or instrument under which any person has the right to require it to effect, or to include any securities held by such person in, any registration under the Securities Act (as defined in Section 2.7). (d) All of the Purchased Units have been offered and at the Closings will be issued and sold, in compliance with (i) all applicable preemptive or similar rights of all persons, and (ii) assuming the truthfulness and accuracy of the representations made by the Investors in Section 3 hereof, all applicable provisions of the Securities Act and the rules and regulations thereunder, and all applicable state securities laws and the rules and regulations thereunder and other applicable securities laws and regulations. (e) The Purchased Units (which, for purposes of this Section 2.4(e) shall be deemed to include all shares of Common Stock issuable upon conversion of the Debentures and all shares of Common Stock issuable upon exercise of the Warrants) shall, upon issuance pursuant to the terms hereof and/or the terms of the Debentures, as the case may be, be duly authorized and validly issued, fully paid and nonassessable non-assessable and free and clear of any Lien, security interest, option or other charge or encumbrance and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or all preemptive and other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser Sharesthird party rights.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Purchaser Seller consists of 150,000,000 Purchaser Shares100,000,000 shares of Seller Common Stock and 25,000,000 shares of preferred stock, par value $0.01 per share (“Seller Preferred Stock”). As of December 8June 30, 20082025, there are (i) 56,120,785 Purchaser Shares were issued and 12,460,678 shares of Seller Common Stock outstanding, all which includes 854,398 shares of which are duly authorizedSeller Common Stock held by the Seller 401(k) Plan (as defined below), validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise zero shares of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Seller Preferred Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units outstanding. As of the Purchaser were outstanding under date of this Agreement, except as set forth in the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares immediately preceding sentence, there are issuable upon the conversion no other shares of the Purchaser Notecapital stock or other equity or voting securities of Seller issued, reserved for issuance or outstanding. None All of the issued and outstanding Purchaser Shares were shares of Seller Common Stock have been duly authorized and validly issued in violation and are fully paid, nonassessable and free of any preemptive rights, with no personal liability attaching to the ownership thereof. Except for There are no bonds, debentures, notes or other indebtedness that have the Purchaser Note, right to vote on any matters on which stockholders of Seller may vote. No trust preferred or subordinated debt securities of Seller are issued or outstanding. As of the Purchaser Options, the Restricted Share Units, date of this Agreement there are no outstanding subscriptions, options, stock units, warrants, convertible securities or other stock appreciation rights, agreementsphantom units, arrangements scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character relating to the Purchaser Shares to, or obligating the Purchaser securities or rights convertible or exchangeable into or exercisable for, or valued by reference to, shares of capital stock or other equity or voting securities of or ownership interest in Seller, or contracts, commitments, understandings or arrangements by which Seller may become bound to issue additional shares of its capital stock or sell any Purchaser Sharesother equity or voting securities of or ownership interests in Seller, or any other interest inthat otherwise obligate Seller to issue, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchasetransfer, sell, purchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) inacquire, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaserforegoing. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there There are no voting trusts, shareholder stockholder agreements, proxies or other agreements or understandings in effect to which Seller is a party or is bound with respect to the voting or transfer of any Seller Common Stock or other equity interests of Seller. (b) Seller owns, directly or indirectly, all of the Purchaser Sharesissued and outstanding shares of capital stock or other equity ownership interests of each of the Seller Subsidiaries, free and clear of any liens, pledges, charges, encumbrances and security interests whatsoever (“Liens”), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under any provision of applicable state law comparable to 12 U.S.C. § 55) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No Seller Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.

Capitalization. (a) The authorized capital stock of the Purchaser Parent consists of 150,000,000 Purchaser Shares20,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock, par value $.001 per share (“Parent Preferred Stock”), none of which are designated. As of December 8, 2008, the date hereof (i) 56,120,785 Purchaser Shares 5,422,295 shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Preferred Stock were issued and outstanding, (iii) 1,325,000 shares of Parent Common Stock (subject to adjustment on the terms set forth in the Parent Equity Incentive Plans) were authorized and reserved for issuance upon exercise of Parent Stock Options outstanding and held by employees and members of the Parent’s and Parent subsidiaries’ board of directors under the Company Equity Incentive Plans, and (iv) approximately 325,000 shares of Parent Common Stock were reserved for issuance upon exercise of the Parent Warrants. As of the date of this Agreement, Parent had no shares of Parent Common Stock or Parent Preferred Stock issued or reserved for issuance other than as described above. All such issued and outstanding shares of capital stock of the Parent are, and all shares that may be issued pursuant to any Parent Incentive Equity Plan or similar arrangement will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid, nonassessable and free of which are preemptive rights, and have been issued in compliance with all applicable U.S. securities laws. The Parent Common Stock to be delivered to the Company Stockholders pursuant to this terms of this Agreement when issued will be (x) duly authorized, validly issued, fully paid and nonassessable, (iiy) 2,834,917 Purchaser Shares were issuable upon not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the exercise of share options granted pursuant Parent’s charter or organizational documents or any agreement to which Parent is a party or is otherwise bound and (z) registered under any federal, state or foreign securities laws where such registration is necessary to permit the immediate resale to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units public of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion Parent Common Stock. As of the Purchaser Notedate of this Agreement, Parent had no shares of its Common Stock or its preferred Stock issued or reserved for issuance other than as described above, nor are there, except as set forth in Section 4.2(a) of the Parent Disclosure Schedule, any voting agreements with respect to any such shares. None Except as set forth in Section 4.2(a) of the Parent Disclosure Schedule, Parent has no outstanding bonds, debentures or notes the holders of which have the right to vote (or which are convertible or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (b) The authorized capital stock of the Merger Sub consists of 1,000 shares of common stock, $0.001 par value per share, all of which are issued and outstanding and are owned by Parent. All of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there shares are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable nonassessble, free and free clear of any Encumbrances. Except for the Lock-Up Agreementall liens, there are no voting trustsand have been issued in compliance with all applicable federal, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser Sharesstate and foreign securities laws.

Capitalization. (a) The authorized capital stock of the Purchaser Parent consists of 150,000,000 Purchaser Shares50,000,000 shares of Parent Common Stock, par value $0.001 per share, and 1,000,000 shares of Preferred Stock, $0.001 par value per share. As of December 8, 2008the date hereof, (i) 56,120,785 Purchaser Shares were there are 12,160,102 shares of Parent Common Stock issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares non-assessable and were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were not issued in violation of any preemptive rightsrights or any Federal or State securities laws, (ii) there are no shares of Parent Preferred Stock issued and outstanding, (iii) no shares of Parent Common Stock are held by Subsidiaries of Parent and (iv) 2,278,979 shares of Parent Common Stock are reserved for future issuance under outstanding Parent Purchase Rights. Except for As of the Purchaser Note, the Purchaser Options, the Restricted Share Unitsdate hereof, there are (i) no options, warrants, calls, subscriptions, convertible securities or other rights (including preemptive rights), agreements, understandings, arrangements or commitments of any character relating to obligating Parent now or at any time in the Purchaser Shares or obligating the Purchaser future to issue or sell any Purchaser Shares, of its capital stock or other equity interests of Parent or any other interest inof its Subsidiaries, the Purchaser. There (ii) there are no outstanding contractual obligations obligations, contingent or otherwise, of the Purchaser Parent or any of its Subsidiaries, to repurchase, redeem or otherwise acquire any Purchaser Shares shares of capital stock or other equity interests of Parent or any of its Subsidiaries or to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) inin any Subsidiary or another entity, other than guarantees of bank obligations of Subsidiaries entered into in the ordinary course of business, (iii) there are no outstanding bonds, debentures, notes or other obligations of Parent the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with Parent stockholders on any other Person. The Purchaser Shares constitute all matter, (iii) there are no obligations, contingent or otherwise, guaranteeing the value of any of the issued and outstanding share capital shares of the Purchaser. Upon consummation Common Stock of Parent or any of its Subsidiaries either now or at any time in the transactions contemplated by this Agreementfuture, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, (iv) there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect to which Parent is a party or is bound with respect to the voting or transfer of any capital stock or other equity interests of the Purchaser SharesParent or any of its Subsidiaries.

Capitalization. (a) The authorized capital of the Purchaser Acquiror consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were 100,000,000 Acquiror Common Shares, of which, as of December 31, 1998: (A) 29,298,419 are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessablenonassessable and were not issued -14- 19 in violation of any preemptive or similar rights created by statute, Acquiror's Articles of Association or Bylaws (or the equivalent organizational documents) (collectively, the "Acquiror Organizational Documents") or any agreement to which Acquiror is a party or is bound; (B) no Acquiror Common Shares are held in the treasury of Acquiror and (C) 1,785,000 Acquiror Common Shares are reserved for future issuance pursuant to stock option plans of Acquiror and (ii) 2,834,917 Purchaser Shares 3,000,000 Preference Shares, par value NLG 0.03, none of which were issuable upon the exercise issued or outstanding. The authorized capital stock of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock PlanSub consists of 1,000 shares of common stock, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units par value $.01 per share, of which, as of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) date hereof, 1,000 shares are issued and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Noteoutstanding. None All of the issued and outstanding Purchaser capital stock of Sub is owned by Acquiror. (b) The Acquiror Common Shares to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid and nonassessable. (c) Neither Acquiror nor Sub is a party to, nor is aware of, any voting agreement, voting trust or similar agreement or arrangement relating to any class or series of its capital stock, or any agreement or arrangement providing for registration rights with respect to any capital stock or other securities of Acquiror. (d) As of the date hereof, there were issued in violation outstanding options to purchase an aggregate of any preemptive rights. Except for 1,708,210 Acquiror Common Shares under the Purchaser Note1995 Non-Employee Director Stock Option Plan, as amended, of Acquiror, the Purchaser Options1995 Incentive Stock Option Plan, as amended, of Acquiror, the Restricted Share Units, ProTechnics 1992 Stock Option Plan and those individual option agreements between Acquiror and certain members of the management of ProTechnics Company and there are no options, warrants, convertible securities warrants or other rights, agreements, arrangements or commitments of any character to which Acquiror or any Subsidiary of Acquiror is a party or by which Acquiror or any Subsidiary of Acquiror is bound relating to the Purchaser Shares issued or unissued capital stock of Acquiror or any Subsidiary of Acquiror, or securities convertible into or exchangeable for such capital stock, or obligating the Purchaser Acquiror or any Subsidiary of Acquiror to issue or sell any Purchaser Sharesshares of capital stock, or any securities convertible into or exchangeable for such capital stock, of, or other interest equity interests in, the Purchaser. There Acquiror or any Subsidiary of Acquiror. (e) All outstanding shares of capital stock of Acquiror's Significant Subsidiaries (i) are no outstanding contractual obligations owned by Acquiror or a wholly owned Subsidiary of the Purchaser to repurchaseAcquiror, redeem or otherwise acquire free and clear of all liens, charges, encumbrances, adverse claims and options of any Purchaser Shares or to provide funds tonature, or make any investment (in the form of a loan, capital contribution or otherwiseii) in, any other Person. The Purchaser Shares constitute all of the were duly authorized and validly issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, are fully paid and nonassessable nonassessable, and free (iii) have not been issued in violation of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser Sharespreemptive rights.

Capitalization. (a) The authorized capital stock of the Purchaser Holdco consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares 7,000,000 shares of preferred stock, 2,000,000 shares of which have been designated as “Series A Junior Participating Preferred Stock”, and of which no shares were issued outstanding as of the time of execution of the Equity Purchase Agreement, and outstanding(ii) 250,000,000 shares of common Stock, of which 82,598,034 shares were outstanding as of the date of the Equity Purchase Agreement. There are outstanding options to purchase an aggregate of not more than 4,071,039 shares of common Stock, all of which options are outstanding under the Benefit Plans. All of the outstanding shares of capital stock of Holdco have been duly authorized, and validly issued, authorized and issued and are fully paid and nonassessablenon assessable. The shares of Preferred Stock to be issued at the Closing in accordance with the terms of the Equity Purchase Agreement or in respect of or upon conversion of such Preferred Stock (or upon the conversion of Preferred Stock received upon conversion of Preferred Stock to be issued at Closing) in accordance with the terms of the Equity Purchase Agreement and the respective Certificate of Designations, upon such issuance or conversion, as the case may be, will be duly and validly authorized and issued and fully paid and non assessable and not trigger any pre-emptive or similar rights of any other person. Except (A) as described above or Previously Disclosed, (iiB) 2,834,917 Purchaser Shares were issuable upon for the exercise of share options rights granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock PlanTransaction Documents, respectively or (C) under or pursuant to the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share UnitsPreviously Disclosed Benefit Plans, there are no outstanding subscriptions, contracts, conversion privileges, options, warrants, convertible securities calls, preemptive rights or other rightsrights obligating Holdco or any Holdco Subsidiary to issue, agreements, arrangements sell or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Sharesotherwise dispose of, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchasepurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) inacquire, any other Personshares of capital stock of Holdco or any Holdco Subsidiary. The Purchaser Shares constitute Each of Holdco and any Holdco Subsidiary has Previously Disclosed all shares of the issued Holdco capital stock that have been purchased, redeemed or otherwise acquired, directly or indirectly, by Holdco or any Holdco Subsidiary since December 31, 2006 and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies all dividends or other agreements distributions that have been declared, set aside, made or understandings in effect with respect paid to the voting or transfer stockholders of any of the Purchaser SharesHoldco since that date.

Capitalization. (a) The On the Restatement Effective Date and after giving effect to the conditions precedent related thereto: (1) the authorized capital stock of the Purchaser consists Borrower shall consist of 150,000,000 Purchaser Shares. As 500 shares of December 8common stock, 2008$0.01 par value per share, 100 of which have been issued and 100% of which issued shares are outstanding and owned by the Parent; (2) all such outstanding shares shall have been duly and validly issued, fully paid and non-assessable and issued free of preemptive rights; and (3) the Borrower shall not have outstanding any securities convertible into or exchangeable for its capital stock or outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its capital stock or any stock appreciation or similar rights. (b) Except as set forth in Schedule IX, as of the Restatement Effective Date and after giving effect to the conditions precedent related thereto, there are (i) 56,120,785 Purchaser Shares were issued no other shares of capital stock or other Equity Interests or voting securities of the Parent, (ii) no securities of the Parent convertible into or exchangeable for capital stock or other Equity Interests or voting securities of the Parent, (iii) no options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other similar contracts or commitments that could require the Parent to issue, sell or otherwise cause to become outstanding any of its Equity Interests and outstanding(iv) no stock appreciation, phantom stock, profit participation or similar rights with respect to the Parent or any repurchase, redemption or other obligation to acquire for value any capital stock of the Parent. (c) As of the Restatement Effective Date, all outstanding shares of which the Parent’s capital stock are duly authorized, validly issued, fully paid and nonassessablenonassessable and, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant except as set forth in Schedule IX, not subject to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. Except for right, subscription right or any similar right under any provision of the Purchaser NoteBusiness Corporations Act of the Republic of the ▇▇▇▇▇▇▇▇ Islands 1990, the Purchaser Optionsarticles of incorporation of the Parent, the Restricted Share Units, there are no options, warrants, convertible securities bylaws of the Parent or other rights, agreements, arrangements any agreement to which the Parent is a party or commitments otherwise bound. None of the shares of the capital stock of the Parent have been issued in violation of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchasersecurities Laws. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued accrued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect unpaid dividends with respect to the voting or transfer any outstanding shares of any capital stock of the Purchaser SharesParent.

Capitalization. (a) The authorized capital stock of the Purchaser TRACER consists of 150,000,000 Purchaser Shares. As 400,000 shares of December 8preferred stock, 2008$.001 par value, (i) 56,120,785 Purchaser Shares were of which no shares are issued and outstanding; 500,000 shares of class A common stock, $.001 par value, of which 10,000 shares are issued and outstanding, all and 100,000 shares of class B common stock, $.001 par value, of which no shares are duly authorized, validly issued, fully paid issued and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant outstanding. Prior to the Purchaser’s 2007 Share Incentive Plan Closing TRACER will have no equity securities issued or outstanding except those disclosed on Exhibit II attached hereto, which contains a list of all holders of capital stock of TRACER and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rightstheir respective shareholdings. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Unitsas disclosed on Exhibit II, there are no outstanding warrants, options, warrantsagreements, convertible securities or other rights, agreements, arrangements commitments pursuant to which the Corporation is or commitments of any character relating to the Purchaser Shares or obligating the Purchaser may become obligated to issue any shares of its capital stock or sell any Purchaser Sharesother securities of the Corporation, or any other interest in, the Purchaserexcept as contemplated by this Agreement. There are no outstanding contractual obligations of are, and immediately upon consummation at the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation Closing of the transactions contemplated hereby there will be, no preemptive or similar rights to purchase or otherwise acquire shares of capital stock of TRACER pursuant to any provision of law, the Certificate of Incorporation or Bylaws of TRACER, or any agreement to which TRACER is a party, or otherwise, except as contemplated by this Agreement and in that certain Amended and Restated Stockholders' Agreement dated as of July 13, 1995 by and among TRACER and the Stockholders party thereto (the "Stockholders' Agreement"), the Purchaser Shares a copy of which is attached as Exhibit III. All shares of common stock and other securities issued by TRACER prior to the Seller will be duly authorizedClosing have been issued in transactions exempt from registration under the Securities Act of 1933, validly issued, fully paid as amendment (the "Securities Act") and nonassessable and free in compliance with applicable state securities laws ("Blue Sky Laws"). TRACER does not believe that it has violated the Securities Act or Blue Sky Laws in connection with the issuance of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies shares of common stock or other agreements or understandings in effect with respect securities prior to the voting or transfer of any of the Purchaser SharesClosing.

Capitalization. (a) The authorized capital of the Purchaser Optionor consists of 150,000,000 Purchaser Shares. an unlimited number of common shares without par value. (b) As of December 8the Effective Date, 2008, (i) 56,120,785 Purchaser the Optionor has 2,000,000 fully-paid and non-assessable Shares were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, . (iic) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share UnitsNotes which are issuable pursuant to this Agreement, there are no optionsoutstanding bonds, warrants, convertible securities debentures or other rightsevidences of indebtedness of the Optionor having the right to vote (or that are convertible for or exercisable into securities having the right to vote) with the holders of the Shares on any matter. (d) The Optionor has not, agreementssince the date of its incorporation, arrangements declared or commitments paid any dividends or made any other distributions (in either case, in stock or property) on any of any character relating its Shares. (e) The list of Securityholders at Schedule “A” to the Purchaser Shares or obligating Agreement is complete and accurate, and the Purchaser Updated Securityholder List to issue or sell any Purchaser Shares, or any other interest in, be provided on each Closing Date will be complete and accurate at the Purchaser. There are no outstanding contractual obligations time of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment delivery. (f) Except as set forth in the form of a loan, capital contribution or otherwise) in, Optionor Disclosure Letter and any other Person. The Purchaser Shares constitute all of Updated Securityholder List which may be delivered to the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by Optionee from time to time pursuant to this Agreement, the Purchaser Optionor does not have any agreements, options, understanding or commitments, or any rights or privileges (whether by law, pre-emptive or contractual) capable of becoming an agreement, option or commitment, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of, or conversion into, any of the unissued Shares, or the purchase from the Optionor of any of the Shares. (g) Upon exercise of the Option in accordance with the terms hereunder, the Optioned Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable non-assessable. (h) The Optionor will not at any time take any action which has the effect of frustrating the grant and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any timely exercise of the Purchaser SharesOption or Additional Option hereunder.

Capitalization. (a) The authorized capital of the Purchaser Optionor consists of 150,000,000 Purchaser Shares. an unlimited number of common shares without par value. (b) As of December 8the Effective Date, 2008, (i) 56,120,785 Purchaser the Optionor has 10,000,000 fully-paid and non-assessable Shares were issued and outstanding. (c) Except for the Outstanding Amount, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted is outstanding pursuant to the Purchaser’s 2007 Share Incentive Plan Loan Agreement, and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares Notes which are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Unitspursuant to this Agreement, there are no optionsoutstanding bonds, warrants, convertible securities debentures or other rightsevidences of indebtedness of the Optionor having the right to vote (or that are convertible for or exercisable into securities having the right to vote) with the holders of the Shares on any matter. (d) The Optionor has not, agreementssince the date of its incorporation, arrangements declared or commitments paid any dividends or made any other distributions (in either case, in stock or property) on any of any character relating its Shares. (e) The list of Securityholders at Schedule “A” to the Purchaser Shares or obligating Agreement is complete and accurate, and the Purchaser Updated Securityholder List to issue or sell any Purchaser Shares, or any other interest in, be provided on each Closing Date will be complete and accurate at the Purchaser. There are no outstanding contractual obligations time of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment delivery. (f) Except as set forth in the form of a loan, capital contribution or otherwise) in, Optionor Disclosure Letter and any other Person. The Purchaser Shares constitute all of Updated Securityholder List which may be delivered to the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by Optionee from time to time pursuant to this Agreement, the Purchaser Optionor does not have any agreements, options, understanding or commitments, or any rights or privileges (whether by law, pre-emptive or contractual) capable of becoming an agreement, option or commitment, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of, or conversion into, any of the unissued Shares, or the purchase from the Optionor of any of the Shares. (g) Upon exercise of the Option in accordance with the terms hereunder, the Optioned Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable non-assessable. (h) The Optionor will not at any time take any action which has the effect of frustrating the grant and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any timely exercise of the Purchaser SharesOption or Additional Option hereunder.

Capitalization. (a) The On the Restatement Effective Date and after giving effect to the conditions precedent related thereto: (1) the authorized capital stock of the Purchaser consists Borrower shall consist of 150,000,000 Purchaser Shares. As 1,000 shares of December 8common stock, 2008$0.01 par value per share, 100 of which have been issued and 100% of which issued shares are outstanding and owned by the Parent; (2) all such outstanding shares shall have been duly and validly issued, fully paid and non-assessable and issued free of preemptive rights; and (3) the Borrower shall not have outstanding any securities convertible into or exchangeable for its capital stock or outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its capital stock or any stock appreciation or similar rights. (b) Except as set forth in Schedule IX, as of the Restatement Effective Date and after giving effect to the conditions precedent related thereto, there are (i) 56,120,785 Purchaser Shares were issued no other shares of capital stock or other Equity Interests or voting securities of the Parent, (ii) no securities of the Parent convertible into or exchangeable for capital stock or other Equity Interests or voting securities of the Parent, (iii) no options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other similar contracts or commitments that could require the Parent to issue, sell or otherwise cause to become outstanding any of its Equity Interests and outstanding(iv) no stock appreciation, phantom stock, profit participation or similar rights with respect to the Parent or any repurchase, redemption or other obligation to acquire for value any capital stock of the Parent. (c) As of the Restatement Effective Date, all outstanding shares of which the Parent’s capital stock are duly authorized, validly issued, fully paid and nonassessablenonassessable and, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant except as set forth in Schedule IX, not subject to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. Except for right, subscription right or any similar right under any provision of the Purchaser NoteBusiness Corporations Act of the Republic of the ▇▇▇▇▇▇▇▇ Islands 1990, the Purchaser Optionsarticles of incorporation of the Parent, the Restricted Share Units, there are no options, warrants, convertible securities bylaws of the Parent or other rights, agreements, arrangements any agreement to which the Parent is a party or commitments otherwise bound. None of the shares of the capital stock of the Parent have been issued in violation of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchasersecurities Laws. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued accrued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect unpaid dividends with respect to the voting or transfer any outstanding shares of any capital stock of the Purchaser SharesParent.

Capitalization. (a) The As of immediately prior to the Closing, the authorized share capital of the Purchaser Buyer consists of 150,000,000 Purchaser Shares. As $41,916,750.50 divided into 5,000,000,000 class A ordinary shares, 20,000,000 class B ordinary shares, and 10,000,000 preferred shares, of December 8US$ 0.00833335 par value each, 2008of which, (i) 56,120,785 Purchaser Shares were 7,226,480 class A ordinary shares and 20,000,000 class B ordinary shares are issued and outstanding, all . All of which the issued and outstanding shares of the Buyer are duly authorized, validly issued, fully paid and nonassessablenon-assessable. (b) Except as otherwise set forth above in this Section 3.5, there are no outstanding (i) shares of capital stock or voting securities of the Buyer, (ii) 2,834,917 Purchaser Shares were issuable upon securities of the exercise Buyer (whether debt or equity) convertible into or exchangeable for shares of share options granted pursuant to capital stock or voting securities of the Purchaser’s 2007 Share Incentive Plan and 1999 Stock PlanBuyer, respectively (the “Purchaser Options”) and or (iii) 149,400 restricted share units of the Purchaser were preemptive or other outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other conversion rights, “phantom” stock rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or commitments rights of any character relating to kind that obligate the Purchaser Shares or obligating the Purchaser Buyer to issue or sell any Purchaser Sharesshares of capital stock or other securities of the Buyer or any securities or obligations convertible or exchangeable into or exercisable for, or giving any other interest inPerson a right to subscribe for or acquire, any securities of the Purchaser. There Buyer, and no securities or obligations evidencing such rights are no outstanding contractual authorized, issued or outstanding, or (iv) obligations of the Purchaser Buyer to repurchase, redeem or otherwise acquire any Purchaser capital stock or equity interests of the Buyer. (c) The Buyer has sufficient authorized share capital to issue the Consideration Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Personaccordance with this Agreement. The Purchaser Consideration Shares constitute all of when issued, allotted, transferred or exchanged, as the issued case may be, in accordance with the terms and outstanding share capital of for the Purchaser. Upon consummation of the transactions contemplated by consideration set forth in this Agreement, the Purchaser Shares issued to the Seller will be issued, allotted, transferred or exchanged, in compliance with Applicable Laws and Organizational Documents, duly authorized, validly issued, fully paid and nonassessable non-assessable, free and free clear of any Encumbrances. Except all Liens (except for Liens created or imposed by the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies Transaction Documents or other agreements or understandings in effect with respect to the voting or transfer of any under applicable securities Laws). (d) The Issuance of the Purchaser SharesConsideration Shares shall not result in or reasonably expected to result in any change of Control of the Buyer.

Capitalization. (a) The authorized capital stock of the Purchaser Buyer consists of 150,000,000 Purchaser Shares45,000,000 shares of Buyer Common Stock. As of December 8the date hereof, 2008, (i) 56,120,785 Purchaser Shares were 25,858,924 shares of Buyer Common Stock are issued and outstanding, all . No other capital stock of which are duly Buyer is authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units issued or outstanding. All of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares shares of Buyer Common Stock are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free were issued in compliance with all applicable Laws. No other capital stock of the Buyer is authorized, issued or outstanding. All of the shares of Buyer Common Stock issued as of the date hereof are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with all applicable Laws. The shares of Buyer Common Stock set forth on Schedule 5.4 hereto represent all of the issued and outstanding capital stock of the Buyer. None of the shares of Buyer Common Stock were issued in violation of (i) any Contract to which the Buyer is or was a party or beneficiary or by which the Buyer or their respective properties or assets is or was subject or (ii) of any Encumbrances. preemptive or similar rights of any Person. (a) Except for the Lock-Up Agreementas set forth on Schedule 5.4(a), there are no voting trustsoutstanding options, shareholder agreements, proxies warrants or other agreements securities or understandings in effect subscription, preemptive or other rights convertible into or exchangeable or exercisable for any shares of capital stock or other equity or voting interests of the Buyer and there are no “phantom stock” rights, stock appreciation rights or other similar rights with respect to the voting or transfer Buyer. There are no Contracts of any kind to which the Buyer is a party or beneficiary or by which the Buyer or its assets are subject, obligating the Buyer to issue, deliver, grant or sell, or cause to be issued, delivered, granted or sold, additional shares of capital stock of, or other equity or voting interests in, or options, warrants or other securities or subscription, preemptive or other rights convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Buyer, or any “phantom stock” right, stock appreciation right or other similar right with respect to the Buyer, or obligating the Buyer to enter into any such Contract. (b) There are no securities or other instruments or obligations of the Purchaser SharesBuyer, the value of which is in any way based upon or derived from any capital or voting stock of the Buyer or having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters on which the Buyer’s shareholders (or their equivalent) may vote. (c) There are no Contracts, contingent or otherwise, obligating the Buyer to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock of, or other equity or voting interests in, the Buyer. There are no voting agreements, voting trusts, registration rights agreements, shareholder agreements or other similar arrangement with respect to the capital stock of the Buyer. There are no rights plans affecting the Buyer. (d) Except as set forth on Schedule 5.4(d), there are no bonds, debentures, notes or other Indebtedness of the Buyer. (e) The data room created by the Buyer contains a complete and accurate copy of all material minutes of the meetings of the board of directors and stockholders of the Buyer.

Capitalization. (a) The authorized capital stock of the Purchaser Acquiree consists of 150,000,000 Purchaser Shares. As 10,000,000 shares of December 8Acquiree Common Stock and 0 shares of undesignated preferred stock, 2008$0.01 par value per share, of which (i) 56,120,785 Purchaser Shares were 1,477,300 shares of Acquiree Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, ; (ii) 2,834,917 Purchaser Shares were issuable upon the exercise 0 shares of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan preferred stock are issued and 1999 Stock Plan, respectively (the “Purchaser Options”) outstanding and (iii) 149,400 restricted share units 8,545,700 shares of Acquiree Common Stock or preferred stock are held by the Acquiree in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Purchaser Acquiree were issued, reserved for issuance or outstanding. All outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion shares of the Purchaser Note. None capital stock of the Acquiree are, and all such shares that may be issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating prior to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller Closing Date will be when issued, duly authorized, validly issued, fully paid and nonassessable and free not subject to or issued in violation of any Encumbrancespurchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Laws of the jurisdiction of the Acquiree's formation, the Acquiree Organizational Documents or any Contract to which the Acquiree is a party or otherwise bound. Except for There are not any bonds, debentures, notes or other Indebtedness of the Lock-Up AgreementAcquiree having the right to vote (or convertible into, there or exchangeable for, securities having the right to vote) on any matters on which holders of Acquiree Common Stock may vote. There are no options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Acquiree is a party or by which it is bound (x) obligating the Acquiree to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Acquiree, (y) obligating the Acquiree to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (z) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Acquiree. There are no outstanding Contracts or obligations of the Acquiree to repurchase, redeem or otherwise acquire any shares of capital stock of the Acquiree. There are no registration rights, proxies, voting trusts, shareholder agreements, proxies trust agreements or other agreements or understandings in effect with respect to the voting any class or transfer series of any capital stock or other security of the Purchaser SharesAcquiree.

Capitalization. (a) The authorized capital stock of the Purchaser Issuer consists of 150,000,000 Purchaser Shares500,000,000 shares of Common Stock and 3,000,000 shares of Preferred Stock. As of December 8the date hereof, 2008, (i) 56,120,785 Purchaser Shares there were issued and outstanding, all outstanding the following shares of which such stock: 158,426,177 shares of Common Stock and no shares of Preferred Stock. (b) All of the outstanding shares of Common Stock are duly authorized, were validly issued, issued and are fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations preemptive or other similar rights available to the existing holders of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all stock of the issued and outstanding share capital Issuer. As of the Purchaser. Upon consummation of date hereof and other than in connection with the transactions contemplated by this Agreement, there are no outstanding options, warrants, rights, puts, calls, commitments, or other contracts, arrangements, or understandings issued by or binding upon the Purchaser Shares issued to Issuer requiring, and there are no outstanding debt or equity securities of the Seller will be duly authorizedIssuer which upon the conversion, validly issuedexchange or exercise thereof would require, fully paid and nonassessable and free the issuance, sale or transfer by the Issuer of any Encumbrancesnew or additional equity interests in the Issuer (or any other securities of the Issuer) or any of its Subsidiaries which, whether after notice, lapse of time or payment of monies, are or would be convertible into or exercisable or exchangeable for equity interests in the Issuer. Except for the Lock-Up Agreement, there There are no voting trusts, shareholder stockholder agreements, material proxies or other agreements or understandings in effect to which the Issuer or any of its Subsidiaries is a party with respect to the voting or transfer or registration of shares of capital stock of the Issuer. Neither the offer nor the issuance or sale of the Securities constitutes or will constitute an event under any capital stock or convertible security or any anti-dilution or similar provision of any agreement or instrument to which the Issuer is a party or by which it is bound or affected, which shall either increase the number of shares of capital stock issuable upon conversion of any securities or upon exercise of any warrant or right to subscribe to or purchase any stock or similar security, or decrease the consideration per share of capital stock to be received by the Issuer upon such conversion or exercise. (c) The issuance, sale and delivery of the Purchaser SharesSecurities has been duly authorized by all requisite corporate action on the part of the Issuer and the Securities when issued and delivered in accordance with the terms of the applicable Certificate of Designations and this Agreement will be validly issued and outstanding, fully paid and nonassessable, free and clear of any Liens and delivered and not subject to preemptive or other similar rights of the stockholders of the Issuer.

Capitalization. (ai) The Immediately prior to the Closing, the authorized capital of the Purchaser consists Holdings will consist of 150,000,000 Purchaser Shares. As 20,000,000 shares of December 8Holdings Common Stock, 2008, (i) 56,120,785 Purchaser Shares were of which 100 shares will be issued and outstanding. Immediately prior to the Closing, all of which are the outstanding shares of Holdings Common Stock will have been duly authorized, and validly issued, fully paid authorized and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free will have been issued in compliance with applicable Federal and state securities laws. Immediately prior to the Closing, there will be no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements, in writing or oral, for the purchase or acquisition from Holdings of any Encumbrances. Except shares of its capital stock, other than in respect of this Agreement and any stock option or similar plan approved by the Board of Directors of Holdings for the Lock-Up Agreementbenefit of the directors, officers or employees of Holdings or Merger Sub. Immediately prior to the Closing, there are will be no voting trustsrights of first refusal or similar rights in respect of shares of Holdings' capital stock issued or sold by Holdings. (ii) Immediately prior to the Closing, shareholder the authorized capital of Merger Sub will consist of 110,000,000 shares of Merger Sub Common Stock, of which 100,000,000 shares will be issued and outstanding. Immediately prior to the Closing, all of the outstanding shares of Merger Sub Common Stock will have been duly and validly authorized and issued and will be fully paid and nonassessable and will have been issued in compliance with Federal and state securities laws. Immediately prior to the Closing, there will be no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements, proxies in writing or other agreements oral, for the purchase or understandings in effect with respect acquisition from Merger Sub of any shares of its capital stock. Immediately prior to the voting Closing there will be no rights of first refusal or transfer similar rights in respect of any shares of the Purchaser SharesMerger Sub's capital stock issued or sold by Merger Sub.

Capitalization. (a) The As of the date hereof, the authorized capital stock of Parent consists of 20,000,000 shares of common stock, par value $.01 per share, of which 300,000 shares are issued and outstanding (the “Parent Stock”). No shares of capital stock of Parent are held in the treasury of Parent. Schedule 4.3(a) contains a true, correct and complete list of all of the Purchaser consists shareholders of 150,000,000 Purchaser SharesParent, setting forth each shareholder’s name, address and the number of shares held of record. As All of December 8, 2008, (i) 56,120,785 Purchaser Shares were the issued and outstanding, all outstanding shares of which Parent Stock are duly authorized, validly issued, fully paid and nonassessable, and were not issued in violation of the preemptive rights of any Person or in violation of any applicable federal or state securities laws. Except as set forth in Schedule 4.3(a), there are no existing options, warrants, calls, convertible securities or commitments of any kind obligating Parent to issue any authorized and unissued capital stock, nor does Parent have any outstanding commitment or obligation to repurchase, reacquire or redeem any of its outstanding capital stock. There are no stock appreciation or similar rights to receive cash payment in respect or in lieu of options to purchase shares of Parent capital stock or otherwise. Except as disclosed on Schedule 4.3(a), to the Knowledge of Parent, there are no voting trusts, voting agreements, buy-sell agreements or other agreements or arrangements affecting the Parent Stock. (iib) 2,834,917 Purchaser Shares were issuable upon None of the exercise shares of share options granted Parent Stock to be issued pursuant to this Agreement will be, when issued, subject to any lien, charge, encumbrance, claim, rights of others, mortgage, pledge or security interest created by Parent, and none will be subject to any agreements or understandings among any Persons with respect to the Purchaser’s 2007 Share Incentive Plan voting or transfer of such shares of Parent Stock, except for restrictions imposed by applicable securities laws. The shares of Parent Stock to be issued pursuant to this Agreement, when issued in accordance with the terms and 1999 Stock Planconditions of this Agreement, respectively will be validly issued, fully paid and non-assessable, and will not have been issued in violation of the preemptive rights of any Person or, assuming that the representation and warranties of the shareholders of the Bank contained in their respective Letters of Transmittal are true, in violation of the registration provisions of applicable federal or state securities laws. (c) At all times prior to and including the Effective Time, Parent will be the record and beneficial holder of all outstanding shares of capital stock (of all classes) of Merger Sub (the “Purchaser OptionsMerger Sub Stock”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note). None All of the issued and outstanding Purchaser Shares were issued in violation shares of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there Merger Sub Stock are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable nonassessable, and free were not issued in violation of the preemptive rights of any EncumbrancesPerson or in violation of any applicable federal or state securities laws. Except for Parent is the Lock-Up Agreementsole shareholder of Merger Sub. There are no existing options, there warrants, calls, convertible securities or commitments of any kind obligating Merger Sub to issue any authorized and unissued capital stock, nor does Merger Sub have any outstanding commitment or obligation to repurchase, reacquire or redeem any of its outstanding capital stock. There are no stock appreciation or similar rights to receive cash payment in respect or in lieu of options to purchase shares of Merger Sub capital stock or otherwise. There are no voting trusts, shareholder voting agreements, proxies buy-sell agreements or other agreements or understandings in effect with respect to arrangements affecting the voting or transfer capital stock of any of the Purchaser SharesMerger Sub.

Capitalization. (a) The authorized capital of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 831, 20082000, (i) 56,120,785 Purchaser Shares were issued and outstandingthe share capital of Parent amounted to CHF 42,794,240 divided into 4,279,424 registered shares with a par value of CHF 10 each, all of which are issued and outstanding (the "Parent Registered Shares"); (ii) 13,742 of the Parent Registered Shares were held by Parent in treasury; and (iii) the conditional share capital of Parent amounted to CHF 10,305,760 divided into 1,030,576 registered shares with a par value of CHF 10 each, of which 816,554 were reserved for issuance upon exercise of options granted to current or former employees and directors of Parent and Parent Subsidiaries and 214,022 were reserved for issuance upon ungranted options. As of the date hereof, (i) the total of the share capital and conditional share capital of Parent amounts to CHF 50,310,000, divided into registered shares and shares reserved for issuance upon granted and outstanding or ungranted options; and (ii) the authorized share capital of Parent amounts to CHF 10,000,000 and is divided into 1,000,000 registered shares. All issued and outstanding shares of capital stock of Parent have been duly authorized, authorized and validly issued, issued and are fully paid and nonassessable, (ii) 2,834,917 Purchaser and were not issued in violation of, or subject to, any preemptive rights or other rights to subscribe for or purchase securities. The Parent Registered Shares were issuable upon underlying the exercise of share options granted pursuant Parent ADSs to be issued in the Offer and the Merger have been duly authorized for issuance and sale to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units stockholders of the Purchaser were outstanding Company in the Offer and the Merger and, when issued and deposited under the Purchaser’s 2007 Share Incentive Plan (Deposit Agreement in accordance with the “Restricted Share Units”) terms hereof and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion Deposit Agreement, will be duly and validly issued and fully paid and nonassessable, and will be sold free and clear of any Lien, and no preemptive right, co-sale right, registration right, right of first refusal or other similar right of shareholders exists with respect to any of the Purchaser Note. None of Parent Registered Shares underlying the Parent ADSs to be issued in the Offer and the Merger or the issuance and sale thereof, other than those that have been expressly waived prior to the date hereof. (b) All issued and outstanding Purchaser Shares shares of capital stock of each Parent Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable, and were not issued in violation of, or subject to, any preemptive rights or other rights to subscribe for or purchase securities. Parent owns all of the capital stock of the Parent Subsidiaries free and clear of any preemptive rightsand all Liens. Except as set forth in Section 5.9(a) or in the Parent Filings, as of the date hereof, neither Parent nor any Parent Subsidiary has any outstanding options to purchase, or receive any preemptive rights or other rights to subscribe for the Purchaser Noteor to purchase, the Purchaser Optionsany securities or obligations convertible into, the Restricted Share Unitsor any contracts or commitments to issue or sell, there are no shares of its capital stock or any such options, warrantsrights, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser Sharesobligations.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Purchaser Buyer consists of 150,000,000 Purchaser Shares. As 100,000,000 shares of December 8Buyer’s Common Stock, 2008, (i) 56,120,785 Purchaser Shares were of which 5,000,836 shares are issued and outstanding, all and 25,000,000 shares of Buyer’s $0.001 par value preferred stock, of which no shares are issued and outstanding. (b) All shares of Buyer’s capital stock were issued in compliance with applicable Legal Requirements. No shares of capital stock of Buyer were issued in violation of Buyer’s Articles of Incorporation or Bylaws or any other agreement, arrangement or commitment to which Buyer is a party and are not subject to or in violation of any preemptive or similar rights of any Person. The outstanding shares of capital stock of Buyer have been duly authorized, authorized and are validly issued, fully paid and nonassessable, non-assessable. (iic) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Unitsas set forth on Schedule 4.4(c), there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares any capital stock or other equity interests in Buyer or obligating the Purchaser Buyer to issue or sell any Purchaser Sharesequity interests, or any other interest ininterest, the Purchaserin Buyer. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser Sharescapital stock of Buyer. (d) When delivered by Buyer to Seller in accordance with the terms of this Agreement, the shares of Buyer’s Common Stock will be (i) duly and validly issued and fully paid and nonassessable, (ii) will be sold free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest of any kind, and no preemptive or similar right, co-sale right, registration right, right of first refusal or other similar right of shareholders exists with respect to any of such shares or the issuance and sale thereof other than those that have been expressly waived prior to the date hereof and those that will automatically expire upon the execution hereof, and (iii) issued in compliance with applicable federal and state securities laws. No further approval or authorization of any shareholder, Buyer’s Board of Directors or others is required for the issuance to Seller of the shares of Buyer’s Common Stock pursuant to the terms hereof. The issuance and sale of shares of Buyer’s Common Stock pursuant to the terms hereof will not obligate Buyer to issue any shares of Common Stock or any other securities to any party other than the Seller or adjust any exercise or conversion prices of any outstanding securities convertible into Common Stock. (e) Except as set forth on Schedule 4.4(e), no Person has the right to cause Buyer to register any of its securities under the Securities Act.

Capitalization. (a) The entire authorized capital stock of the Purchaser Seller consists of 150,000,000 Purchaser Shares. As one hundred million (100,000,000) shares of December 8, 2008, Seller Common Stock out of which fourteen million (i14,000,000) 56,120,785 Purchaser Shares were shares are issued and outstanding, all of which two million (2,000,000) shares are duly authorized, validly issued, fully paid reserved for issuance as the Purchase Shares hereunder and nonassessable, four million (ii4,000,000) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares shares are issuable upon the conversion of the Purchaser Noteheld in treasury. None All of the issued and outstanding Purchaser Shares were issued shares of Seller Common Stock as aforesaid have been duly authorized, are validly issued, fully paid, and non-assessable, and are owned of record by such Persons and in violation such amounts as listed in §3(d) of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the PurchaserDisclosure Schedule. There are no outstanding contractual obligations or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments (other than this Agreement) that could require Seller to issue, sell, or otherwise cause to become outstanding any of its capital stock. Notwithstanding the foregoing, Buyer expressly acknowledges and agrees that Seller is presently contemplating, and shall in all respects be entitled and authorized to effect in Seller's sole and absolute discretion at any time or from time to time prior to, at or after the Closing, one or more issuances of all or any portion of the Purchaser four million (4,000,000) unreserved shares of Seller Common Stock currently held by Seller in treasury in connection with any potential acquisition or equity-financing transaction(s) as Seller may desire to repurchaseeffect hereafter. There are no outstanding or authorized stock appreciation, redeem or otherwise acquire any Purchaser Shares or to provide funds tophantom stock, profit participation, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect similar rights with respect to the voting or transfer any capital stock of any Seller. Section 3(d) of the Purchaser SharesDisclosure Schedule sets forth true, correct, and complete copies of the unaudited balance sheet, and the related profit and loss statement for the Seller and each Subsidiary, on a consolidated basis, as, at and for the period beginning on January 1, 2004 and ending on September 23, 2004 (the "Seller Financial Statements"). The Seller Financial Statements (i) have been prepared from, and are consistent with, the books and records of the Seller and each respective Subsidiary; (ii) are accurate and complete in all material respects; and (iii) fairly present, in all material respects, the financial condition and results of operations of the Seller and its Subsidiaries, on a consolidated basis, as at the dates, and for the periods, stated therein. The financial books and records of the Seller and each of its Subsidiaries are maintained in accordance with sound business practices and applicable legal requirements.

Capitalization. As of the date of this Agreement, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this Agreement, (a) The authorized capital 46,376,004 shares of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were Common Stock are issued and outstanding, all (b) 45,731 shares of which Common Stock are issued and held in the treasury of the Company, (c) no shares of preferred stock are designated as Preferred Stock, (d) 10,327,905 shares of Common Stock are reserved for issuance upon exercise of options to purchase the Common Stock under the Company's stock option plans and employee stock purchase plan and (e) 1,149,615 shares of Common Stock have been reserved for issuance upon the exercise of warrants to purchase Common Stock. The Shares and the Warrants to be sold pursuant to this Agreement and the Warrant Shares have been duly authorized, and when issued and paid for in accordance with the terms of this Agreement and the Warrants, will be duly and validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise . The outstanding shares of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units capital stock of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) Company have been duly and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the validly issued and outstanding Purchaser Shares are fully paid and nonassessable, have been issued in compliance with all federal, state and foreign securities laws and were not issued in violation of any preemptive rightsrights or similar rights to subscribe for or purchase securities. Except for as set forth in or contemplated by the Purchaser Note, Agreements and the Purchaser Options, the Restricted Share UnitsWarrants, there are no optionsoutstanding rights (including, warrantswithout limitation, preemptive rights), warrants or options to acquire, or instruments convertible securities into or exchangeable for, any unissued shares of capital stock or other rightsequity interest in the Company, agreementsor any contract, arrangements commitment, agreement, understanding or commitments arrangement of any character kind to which the Company is a party and relating to the Purchaser Shares issuance or obligating sale of any capital stock of the Purchaser to issue Company, any such convertible or sell any Purchaser Shares, exchangeable securities or any such rights, warrants or options. Without limiting the foregoing, no preemptive right, co-sale right, right of first refusal or other interest in, similar right exists with respect to the Purchaser. There are no outstanding contractual obligations issuance and sale of the Purchaser to repurchase, redeem Shares and the Warrants or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (the issuance of the Warrant Shares. Other than Voting Agreements substantially in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreementattached hereto as EXHIBIT H, there are no voting trusts, shareholder stockholder agreements, proxies voting agreements or other similar agreements or understandings in effect with respect to the voting or transfer of any of Common Stock to which the Purchaser SharesCompany is a party.

Capitalization. (a) The authorized capital stock of the Purchaser ONB consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares One Hundred Fifty Million (150,000,000) shares of ONB Common Stock, of which, as of December 31, 2009, approximately Eighty-Seven Million One Hundred Eighty-Two Thousand (87,182,000) shares were issued and outstanding, all and (ii) Two Million (2,000,000) shares of preferred stock, of which none are issued and outstanding. All of the issued and outstanding shares of ONB Common Stock have been duly authorizedand validly authorized by all necessary corporate action of ONB, are validly issued, fully paid and nonassessablenonassessable and have not been issued in violation of any pre-emptive rights of any present or former ONB shareholder. Except as set forth in the ONB Disclosure Schedule, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock PlanONB has no capital stock authorized, respectively (the “Purchaser Options”issued or outstanding other than as described in this Section 4.03(a) and (iii) 149,400 restricted has no intention or obligation to authorize or issue any other capital stock or any additional shares of ONB Common Stock. Each share units of ONB Common Stock is entitled to one vote per share. A description of the Purchaser were outstanding under ONB Common Stock is contained in the Purchaser’s 2007 Share Incentive Plan Articles of Incorporation of ONB. (the “Restricted Share Units”b) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None Subject to 12 U.S.C. § 55, all of the issued and outstanding Purchaser Shares were issued in violation shares of capital stock or other equity ownership interests of each Subsidiary of ONB are owned by ONB free and clear of all liens, pledges, charges, claims, encumbrances, restrictions, security interests, options and pre-emptive rights and of all other rights or claims of any preemptive rights. other Person with respect thereto. (c) Except for as set forth in the Purchaser Note, the Purchaser Options, the Restricted Share UnitsONB Disclosure Schedule or as disclosed in its SEC Reports, there are no options, warrants, convertible securities or other rightscommitments, calls, puts, agreements, understandings, arrangements or commitments of any character subscription rights relating to the Purchaser Shares any shares of ONB Common Stock or obligating the Purchaser to issue or sell any Purchaser Sharesof ONB’s Subsidiaries, or any other interest insecurities convertible into or representing the right to purchase or otherwise acquire any common stock or debt securities of ONB or its Subsidiaries, the Purchaserby which ONB is or may become bound. There are no ONB does not have any outstanding contractual obligations of the Purchaser or other obligation to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital shares of ONB Common Stock. To the Purchaser. Upon consummation knowledge of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up AgreementONB, there are no voting trusts, shareholder agreementsvoting arrangements, proxies or other buy-sell agreements or understandings similar arrangements affecting the capital stock of ONB or its Subsidiaries. (d) Except as disclosed in effect with respect to the voting or transfer its SEC Reports, ONB has no knowledge of any Person which beneficially owns (as defined in Rule 13d-3 under the ▇▇▇▇ ▇▇▇) 5% or more of the Purchaser Sharesits outstanding shares of common stock.

Capitalization. (a) The authorized capital stock of the Purchaser Company consists of 150,000,000 Purchaser 200 shares of common stock, no par value per (“Common Stock”), of which 100 shares are issued and outstanding and constitute the Shares. As All of December 8, 2008, (i) 56,120,785 Purchaser the Shares were issued and outstanding, all of which are have been duly authorized, are validly issued, fully paid and nonassessablenon-assessable, and are owned of record and beneficially by Seller, free and clear of all Encumbrances other than those set forth in Section 3.03 of the Disclosure Schedule. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the Shares, free and clear of all Encumbrances other than those imposed by applicable securities laws and resulting from the acts of Buyer. (iib) 2,834,917 Purchaser All of the Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Noteissued in compliance with applicable Laws. None of the issued and outstanding Purchaser Shares were issued in violation of any agreement, arrangement or commitment to which Seller or the Company is a party or is subject to or in violation of any preemptive rights. or similar rights of any Person. (c) Except for the Purchaser NoteSubsidiary Shares, the Purchaser OptionsCompany does not own any capital stock or other equity interest in any other Person. The Subsidiary does not own any capital stock or other equity interest in any other Person. (d) The authorized capital stock of the Subsidiary consists of 1,000 shares of common stock, par value $.001 per share, of which 100 shares are issued and outstanding (the Restricted Share Units“Subsidiary Shares”). All of the Subsidiary Shares have been duly authorized, there are validly issued, fully paid and non-assessable, and are owned of record and beneficially by the Company, free and clear of all Encumbrances other than those set forth in Section 3.03 of the Disclosure Schedule. (e) There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares capital stock of the Acquired Companies or obligating Seller or the Purchaser Acquired Companies to issue or sell any Purchaser Sharesshares of capital stock of, or any other interest in, the Purchaser. There are no outstanding contractual obligations Acquired Companies other than those set forth in Section 3.03 of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other PersonDisclosure Schedule. The Purchaser Shares constitute all None of the issued and Acquired Companies have outstanding share capital or authorized any stock appreciation, phantom stock, profit participation or similar rights. Except as disclosed in Section 3.03 of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up AgreementDisclosure Schedule, there are no voting trusts, shareholder stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser Shares or Subsidiary Shares.

Capitalization. (a) The authorized capital of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were issued and outstandingAs of the date of this Agreement but prior to giving effect to the Purchase Transaction, all there are no outstanding equity interests in OpCo other than the interests listed on Schedule I of which the OpCo LPA. All of the outstanding partnership interests in OpCo are duly authorized, validly issued, issued and fully paid (to the extent required by the OpCo LPA) and nonassessablenonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act), and were issued free of preemptive rights in compliance with applicable Laws. (ii) 2,834,917 Purchaser Shares were issuable upon Upon receipt of the exercise of share options granted deliverables on the Execution Date pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units Section 2.2 of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, as of the Purchaser Shares issued to Effective Time, the Seller New Interest will be duly authorized, validly issued, fully paid and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and free 17-804 of the Delaware Revised Uniform Limited Partnership Act) and will not have been issued in violation of any Encumbrances. Except for purchase option, call option, right of first refusal, preemptive right or other similar right. (iii) Upon the Lock-Up consummation of the transactions contemplated by this Agreement, there the Partnership will acquire good and valid title to the New Interest, free and clear of any Liens other than transfer restrictions imposed thereon by securities Laws or arising under the OpCo LPA. (iv) There are no voting trusts, shareholder agreements, proxies or other similar agreements or understandings in effect with respect to the voting New Interest. (v) There are no outstanding options, warrants, rights or transfer other securities convertible into or exchangeable or exercisable for partner interests of OpCo issued or granted by OpCo, any other commitments or agreements to which OpCo is a party providing for the issuance by it of additional partner interests or the repurchase or redemption by it of partner interests, and there are no agreements of any kind which may obligate OpCo to issue, purchase, redeem or otherwise acquire any of its partnership interests, except as are provided in the Purchaser SharesOpCo LPA.

Capitalization. (a) The authorized capital stock of the Purchaser Company consists of 150,000,000 Purchaser Shares500,000,000 shares of Common Stock and 50,000,000 shares of preferred stock. As set forth in the SEC Documents as of December 8, 2008, (i) 56,120,785 Purchaser Shares were issued and outstandingthe date set forth therein, all of which the Company’s outstanding shares of capital stock have been duly authorized and validly issued and are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares have been issued in compliance with all federal and state securities laws, and were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were not issued in violation of or subject to any preemptive rightsright or other rights to subscribe for or purchase securities. Except for as disclosed in the Purchaser Note, the Purchaser Options, the Restricted Share UnitsSEC Documents, there are no existing options, warrants, convertible securities calls, subscriptions or other rights, agreements, arrangements or commitments of any character character, relating to the Purchaser Shares issued or unissued capital stock of the Company, obligating the Purchaser Company to issue issue, transfer, sell, redeem, purchase, repurchase or sell otherwise acquire or cause to be issued, transferred, sold, redeemed, purchased, repurchased or otherwise acquired any Purchaser Sharescapital stock or voting debt of, or any other equity interest in, the Purchaser. There are no outstanding contractual Company or securities or rights convertible into or exchangeable for such shares or equity interests or obligations of the Purchaser Company to repurchasegrant, redeem extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. Neither the execution of this Agreement nor the issuance of Common Stock or other securities pursuant to any provision of this Agreement or the Pre-Funded Warrants will give rise to any preemptive rights or rights of first refusal on behalf of any Person or result in the triggering of any anti-dilution or other similar rights (including a rights distribution under any “poison pill” plan or similar arrangement). Other than the Common Stock, there are no other shares of any other class or series of capital stock of the Company issued or outstanding. 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”), are included in the SEC Documents, and the Company shall not amend or otherwise acquire any Purchaser Shares modify the Certificate of Incorporation or Bylaws prior to provide funds to, or make any investment (the Closing. Except as disclosed in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up AgreementSEC Documents, there are no voting trusts, shareholder agreements, proxies buy-sell agreements, option or right of first purchase agreements or other agreements or understandings in effect with respect to of any kind among the voting or transfer of Company and any of the Purchaser Sharessecurity holders of the Company relating to the securities of the Company held by them.

Capitalization. (a) The authorized capital stock of the Purchaser Company consists solely of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were 35,000,000 shares of Common Stock, of which 22,146,566 shares are issued and outstanding, all and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), of which the Company has designated 30,000 shares as Series A Preferred Stock, 14,329 of which are issued and outstanding or issuable pursuant to the terms thereof. All of the issued and outstanding shares of Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable and are not subject to any preemptive rights. None of the outstanding shares of capital stock of the Company were issued in violation of the Securities Act or any state securities laws. (b) Except as set forth on Schedule 2.4(b) hereof, the Company has not issued or granted any outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of the Company’s capital stock, any other commitments or agreements providing for the issuance of additional shares of the Company’s capital stock, the sale of treasury shares or for the repurchase or redemption of shares of the Company’s capital stock or any obligations arising from canceled stock of the Company. Other than this Agreement, there are no agreements of any kind which may obligate the Company to issue, sell, purchase, register for sale, redeem or otherwise acquire any of its securities or interests. The issuance and sale of the Shares will not give rise to any preemptive rights or rights of first refusal on behalf of any person in existence on the date hereof. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. Except as set forth on Schedule 2.4(b) hereof, there are no outstanding securities of the Company, or contracts binding on the Company relating to such securities, that give to their holders anti-dilution protections or similar rights. Except as set forth on Schedule 2.4(b) hereof, the issuance of the Shares will not give any other holder of the Company’s securities the right to receive as a result of such issuance any additional securities or property or change any material rights enjoyed with respect to such securities. (c) The Shares have been duly authorized, and, upon issuance pursuant to the terms hereof, (a) will be validly issued, fully paid and nonassessable, (iib) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant will not be subject to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Planany encumbrances, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, rights or any other interest in, the Purchaser. There are no outstanding similar contractual obligations rights of the Purchaser stockholders of the Company or, to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) inCompany’s knowledge, any other Person. The person, and (c) the applicable Purchaser will obtain sole record and beneficial ownership of such Shares constitute all and take good marketable title thereto, free and clear of any liens, encumbrances, claims, charges, taxes, options or transfer restrictions of any kind which are imposed by the Company, or arise as a result of the issued and outstanding share capital of Company’s action or omission, other than those transfer restrictions explicitly set forth in the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Transaction Agreements. (d) Except for the Lock-Up Agreementas set forth on Schedule 2.4(d) hereof, there are no voting trusts, shareholder stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser Shares.

Capitalization. (a) The authorized capital stock of the Purchaser U.S. RealTel immediately prior to Closing consists of 150,000,000 Purchaser Shares. As Fifty-Five Million (55,000,000) shares, consisting of December 8, 2008, (i) 56,120,785 Purchaser Shares were Fifty Million (50,000,000) shares of Common Stock, of which Five Million Eight Hundred Seventy-Three Thousand Three Hundred Ninety-Five (5,873,395) are issued and outstandingoutstanding and (ii) Five Million (5,000,000) undesignated shares of preferred stock, all par value $0.001 per share, none of which are outstanding. The authorized capital stock of Cypress consists of One Hundred (100) shares of common stock, par value $0.01 per share, One Hundred (100) shares of which are issued and outstanding and owned by U.S. RealTel. All such issued and outstanding shares of the Issuers have been duly authorized, authorized and validly issued, are fully paid and nonassessable, and have been offered, issued, sold and delivered in transactions exempt from registration under the Securities Act of 1933, as amended (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted "Securities Act"), and all applicable state securities or "blue sky" laws or pursuant to an effective registration statement in accordance with the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rightsSecurities Act. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Unitsas shown on Schedule 3.4(a), there are no outstanding rights, options, warrants, convertible securities conversion rights or other rights, agreements, arrangements agreements for the purchase or commitments acquisition from the Issuers or their Subsidiaries of any character relating to shares of its capital stock other than the Purchaser Shares or obligating rights created by this Agreement and the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the PurchaserTransaction Agreements. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions Except as expressly contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no preemptive or similar rights to purchase or otherwise acquire shares of capital stock of the Issuers or their Subsidiaries pursuant to any provision of law, the Certificate of Incorporation of Issuers or their Subsidiaries, the bylaws of the Issuers or their Subsidiaries or any agreement to which the Issuers or their Subsidiaries is a party, and there is no agreement or restriction (such as a right of first refusal, right of first offer, proxy, voting trusts, shareholder agreements, proxies trust or other agreements or understandings in effect voting agreement) with respect to the sale or voting or transfer of any shares of capital stock of the Purchaser SharesIssuers or their Subsidiaries (whether outstanding or issuable upon conversion or exercise of outstanding securities), except as expressly contemplated by this Agreement and the Transaction Agreements. Attached hereto as Schedule 3.4(b) is a pro forma capitalization table of the Issuers giving effect to the transactions contemplated hereby, including the capitalization of each of the Subsidiaries of the Issuers.

Capitalization. (a) The As of the date hereof, the authorized capital stock of Holdco consists of ten (10) Holdco Ordinary A Shares . (b) As of the Purchaser date hereof, the authorized capital stock of Merger Sub consists of 150,000,000 Purchaser Shares. As one hundred (100) shares of December 8, 2008, Merger Sub Common Stock. (ic) 56,120,785 Purchaser The outstanding Holdco Ordinary Shares have been issued and granted in compliance with all applicable securities Laws and other applicable Laws and were issued free and outstanding, clear of all of which are Liens other than transfer restrictions under applicable securities Laws and the Holdco Organizational Documents. (d) The shares constituting the Merger Consideration being delivered by Holdco hereunder shall be duly authorized, and validly issued, fully paid and nonassessablenot subject to calls by Holdco or its creditors for any further payment on such Holdco Ordinary Share, and each such share or other security shall be issued free and clear of preemptive rights and all Liens, other than transfer restrictions under applicable securities Laws and the Holdco Organizational Documents. The Holdco Ordinary A Shares constituting the Merger Consideration being delivered by Holdco hereunder will be issued in compliance with all applicable securities Laws and other applicable Laws and will not be subject to or give rise to any preemptive rights or rights of first refusal. (e) Except as contemplated by this Agreement, the Holdco Shareholder Approvals and the Exchange Agreement, (iii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no other options, warrants, preemptive rights, calls, convertible securities securities, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares issued or unissued share capital of Holdco or obligating the Purchaser Holdco to issue or sell any Purchaser Sharesshares of, or any other interest equity interests in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchaseHoldco, redeem or otherwise acquire any Purchaser Shares or to provide funds (ii) Holdco is not a party to, or make any investment (in the form of a loanotherwise bound by, capital contribution or otherwise) inand Holdco has not granted, any other Person. The Purchaser Shares constitute all of the issued equity appreciation rights, participations, phantom equity or similar rights and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, (iii) there are no voting trusts, shareholder voting agreements, proxies proxies, shareholder agreements or other similar agreements or understandings in effect with respect to the voting or transfer of the Holdco Ordinary Shares or any of the Purchaser Sharesequity interests or other securities of Holdco. As of the date hereof, except for Merger Sub, Holdco does not own any equity interests in any person.

Capitalization. (a) The authorized and issued capital of the Purchaser Offeror consists of 150,000,000 Purchaser an unlimited number of common voting shares without par value (also called Aurora Shares), unlimited number of Class “A” Shares with a par value of $1.00 each; and unlimited number of Class “B” Shares with a par value of $5.00 each, of which 488,284,116 Aurora Shares have been validly issued and are outstanding as fully paid and non-assessable shares as of January 23, 2018 and have not been issued in violation of any pre-emptive rights. As of December 8January 23, 20082018, (i) 56,120,785 Purchaser an aggregate of up to 36,021,753 Aurora Shares were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of outstanding stock options, share options granted purchase warrants, and convertible securities. The Aurora Shares to be delivered pursuant to the Purchaser’s 2007 Share Incentive Plan Contemplated Transactions will be duly allotted for issuance and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the will be validly issued and outstanding Purchaser Shares were as fully paid and non-assessable securities and will not have been issued in violation of any preemptive pre-emptive rights. Except for as disclosed in the Purchaser Note, the Purchaser Options, the Restricted Share UnitsOfferor Public Disclosure Record, there are no options, warrants, convertible securities conversion privileges, commitments (contingent or otherwise) or other rightsContract or any right or privilege (whether by Law, agreementspre-emptive or contractual) capable of becoming an agreement, arrangements for the purchase, allotment or commitments issuance of, or subscription for, any securities of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser SharesOfferor, or any other interest insecurities convertible or exchangeable into, or exercisable for, or otherwise evidencing a right to acquire, any securities of the PurchaserOfferor. All securities of the Offeror (including the stock options) have been issued in compliance with all applicable corporate Laws and Securities Laws. Other than the Aurora Shares, stock options and convertible securities, there are no securities of the Offeror or 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 the Offeror on any matter. There are no outstanding contractual Contracts or other obligations of the Purchaser Offeror to (i) repurchase, redeem or otherwise acquire any Purchaser Shares of its securities or with respect to provide funds tothe voting or disposition of any of its outstanding securities, or (ii) make any investment in or provide any funds to (whether in the form of a loan, capital contribution or otherwise) inany person in excess of $5 million in the aggregate, any other Person. The Purchaser Shares constitute all than a wholly-owned subsidiary of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this AgreementOfferor, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of or (iii) provide any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect guarantee with respect to any person (other than a wholly-owned subsidiary of the voting Offeror). There are no outstanding bonds, debentures or transfer other evidences of indebtedness of the Offeror or any of its subsidiaries having the Purchaser Sharesright to vote with the holders of the outstanding the Aurora Shares on any matters.

Capitalization. (a) Buyer is authorized to issue an unlimited number of Buyer Class A Shares and 2,000,000 Buyer Class B Shares. The authorized capital issued and outstanding Buyer Shares as of the Purchaser consists date of 150,000,000 Purchaser Sharesthis Agreement are set forth on Schedule 3.5(a). As All of December 8, 2008, (i) 56,120,785 Purchaser Shares were the issued and outstanding, all of which outstanding Buyer Shares are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant non-assessable and are not subject to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were or issued in violation of any purchase option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of applicable Law, Buyer’s Organizational Documents or any Contract to which Buyer is a party. None of the outstanding Buyer Shares have been issued in violation of any applicable securities Laws. (b) Except for the Purchaser Note, the Purchaser Options, the Restricted Share Unitsas set forth in Schedule 3.5(a) or Schedule 3.5(b), there are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements arrangements, Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the Purchaser issued or unissued Buyer Shares or (B) obligating the Purchaser Buyer to issue issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any Purchaser Sharesoptions or shares or securities convertible into or exchangeable for such securities, or (C) obligating Buyer to grant, extend or enter into any such option, warrant, call, subscription or other interest inright, the Purchaseragreement, arrangement or commitment for such shares. There are no outstanding contractual obligations of the Purchaser Buyer to repurchase, redeem or otherwise acquire any Purchaser Buyer Shares or to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) in, in any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreementas set forth in Schedule 3.5(b), there are no voting trusts, shareholder shareholders’ agreements, proxies voting trusts or other agreements or understandings in effect to which Buyer is a party with respect to the voting or transfer of any shares of the Purchaser SharesBuyer.

Capitalization. (a) The authorized capital Capital Stock of the Purchaser Buyer consists of 150,000,000 Purchaser Shares300,000,000 shares of Buyer Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share. As of December 8the date of this Agreement, 2008, (i) 56,120,785 Purchaser Shares were 26,000,243 shares of Buyer Common Stock are issued and outstanding, all and no shares of which preferred stock are issued or outstanding (not including shares of Buyer Common Stock to be issued pursuant to this Agreement, the Subscription Agreement or upon the closing of any Covered Offering that occurs on such date). All of the outstanding shares of Buyer Common Stock were duly authorized, validly issued and fully paid and are nonassessable. (b) The Purchase Price Shares are duly authorized, and upon transfer of the Purchase Price Shares to Seller in accordance with the terms of ARTICLE II, will be validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser . The Purchase Price Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser will be issued in compliance with applicable Laws. The Purchase Price Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were will not be issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities Contract to which Buyer is a party or other rights, agreements, arrangements is subject or commitments in violation of any character relating preemptive or similar rights of any Person. (c) Other than the shares of Buyer Common Stock referred to in Section 4.2(a) and as set forth in the Purchaser Shares or obligating the Purchaser to issue or sell Buyer Disclosure Schedule, Buyer does not have outstanding any Purchaser Shares, Equity Securities or any other interest insecurities. Other than as set forth in the Buyer Disclosure Schedule, Buyer is not a party or subject to any Contract obligating Buyer to issue any Equity Securities or any other securities, and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire any securities of Buyer. Buyer does not have outstanding any bonds, debentures, notes or other obligations the Purchaser. holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter. (d) Buyer is not a party to any joint venture, partnership, consortium or other similar agreement or arrangement. (e) Buyer does not have outstanding or authorized any stock appreciation, phantom stock, profit participation, or similar rights. (f) Buyer is not a party or subject to any stockholder agreement, voting agreement, voting trust or any other similar arrangement which has the effect of restricting or limiting the transfer, voting or other rights associated with Buyer Common Stock. (g) There are no outstanding contractual obligations obligations, contingent or otherwise, of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or Buyer to provide funds to, to or make any investment (in the form of a loan, capital contribution or otherwise) in, in any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser Shares.

Capitalization. (a) The authorized capital As of the Purchaser consists date of 150,000,000 Purchaser Shares. As of December 8this Agreement, 2008, Citizens has (i) 56,120,785 Purchaser Shares were 85,000,000 shares of Citizens Common Stock authorized, 10,934,597 shares of which are issued and outstanding, all and (ii) 15,000,000 shares of preferred stock, $0.01 par value per share, authorized, none of which are outstanding. Such issued and outstanding shares of Citizens Common Stock have been duly and validly authorized by all necessary corporate action of Citizens, are validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive rights of any shareholders. Citizens has no capital stock authorized, issued or outstanding other than as described in this Section 5.3(a) and, except as set forth in the Citizens Disclosure Letter, Citizens has no intention or obligation to authorize or issue additional shares of its capital stock. (b) As of the date of this Agreement, the Bank has 100 shares of common stock, $0.01 par value per share, authorized and all of such shares are issued and outstanding and held by Citizens. Such issued and outstanding shares of Bank common stock have been duly and validly authorized by all necessary corporate action of the Bank, are validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise and have not been issued in violation of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units any preemptive rights of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Noteany Bank shareholders. None All of the issued and outstanding Purchaser Shares were shares of Bank common stock are owned by Citizens, free and clear of all liens, pledges, charges, claims, encumbrances, restrictions, security interests, options and preemptive rights and of all other rights of any other person, corporation or entity with respect thereto. The Bank has no capital stock authorized, issued or outstanding other than as described in this Section 5.3(b) and has no intention or obligation to authorize or issue any other shares of capital stock. (c) All of the outstanding membership interests of WHCC are owned directly by the Bank. Such interests have been duly and validly authorized by all necessary company action, are validly issued, and have not been issued in violation of any preemptive rights. Such interests are owned by the Bank, free and clear of any liens, pledges, charges, claims, encumbrances, restrictions, security interests, options and preemptive rights and of all other rights of any other person, corporation or entity with respect thereto. WHCC does not have any other membership interest, issued or outstanding except as set forth in the Citizens Disclosure Letter, and does not have any intention or obligation to authorize or issue any other membership interest. (d) Except for as set forth in the Purchaser Note, the Purchaser Options, the Restricted Share UnitsCitizens Disclosure Letter, there are no options, warrantscommitments, convertible securities or other rightscalls, agreements, understandings, arrangements or commitments subscription rights regarding the issuance, purchase or acquisition of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Sharescapital stock, or any other interest insecurities convertible into or representing the right to purchase or otherwise receive the capital stock or any debt securities, the Purchaserof Citizens or any Subsidiary by which Citizens or any Subsidiary is or may become bound. There are no Neither Citizens nor any Subsidiary has any outstanding contractual obligations of the Purchaser or other obligation to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment of its respective outstanding shares of capital stock. (e) Except as set forth in the form of a loanCitizens Disclosure Letter, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorizedknowledge of Citizens’ Management (as defined below), validly issued, fully paid and nonassessable and free no person or entity beneficially owns 5% or more of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser SharesCitizens’ outstanding common shares.

Capitalization. (a) The entire authorized capital stock of the Purchaser Seller consists of 150,000,000 Purchaser Shares. As one hundred million (100,000,000) shares of December 8, 2008, Seller Common Stock out of which fourteen million (i14,000,000) 56,120,785 Purchaser Shares were shares are issued and outstanding, all of which two million (2,000,000) shares are duly authorized, validly issued, fully paid reserved for issuance as the Purchase Shares hereunder and nonassessable, four million (ii4,000,000) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares shares are issuable upon the conversion of the Purchaser Noteheld in treasury. None All of the issued and outstanding Purchaser Shares were issued shares of Seller Common Stock as aforesaid have been duly authorized, are validly issued, fully paid, and non-assessable, and are owned of record by such Persons and in violation such amounts as listed in ss.3(d) of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the PurchaserDisclosure Schedule. There are no outstanding contractual obligations or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments (other than this Agreement) that could require Seller to issue, sell, or otherwise cause to become outstanding any of its capital stock. Notwithstanding the foregoing, Buyer expressly acknowledges and agrees that Seller is presently contemplating, and shall in all respects be entitled and authorized to effect in Seller's sole and absolute discretion at any time or from time to time prior to, at or after the Closing, one or more issuances of all or any portion of the Purchaser four million (4,000,000) unreserved shares of Seller Common Stock currently held by Seller in treasury in connection with any potential acquisition or equity-financing transaction(s) as Seller may desire to repurchaseeffect hereafter. There are no outstanding or authorized stock appreciation, redeem or otherwise acquire any Purchaser Shares or to provide funds tophantom stock, profit participation, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect similar rights with respect to the voting or transfer any capital stock of any Seller. Section 3(d) of the Purchaser SharesDisclosure Schedule sets forth true, correct, and complete copies of the unaudited balance sheet, and the related profit and loss statement for the Seller and each Subsidiary, on a consolidated basis, as, at and for the period beginning on January 1, 2004 and ending on September 23, 2004 (the "Seller Financial Statements"). The Seller Financial Statements (i) have been prepared from, and are consistent with, the books and records of the Seller and each respective Subsidiary; (ii) are accurate and complete in all material respects; and (iii) fairly present, in all material respects, the financial condition and results of operations of the Seller and its Subsidiaries, on a consolidated basis, as at the dates, and for the periods, stated therein. The financial books and records of the Seller and each of its Subsidiaries are maintained in accordance with sound business practices and applicable legal requirements.

Capitalization. The capitalization of The Learning Annex upon the signing hereof shall consist of (aA) The authorized capital 10,000 shares of common stock, no par value, of the Purchaser consists San Diego Learning Annex, of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were which 200 shares are validly issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (iiB) 2,834,917 Purchaser Shares were issuable upon 10,000 shares of common stock, no par value, of the exercise Los Angeles Learning Annex, of share options granted pursuant to which 200 shares are validly issued and outstanding, fully paid and nonassessable, (C) 10,000 shares of common stock, no par value, of the Purchaser’s 2007 Share Incentive Plan San Francisco Learning Annex, of which 1,000 shares are validly issued and 1999 Stock Planoutstanding, respectively fully paid and nonassessable, (D) membership interests in respect of 100% of the “Purchaser Options”) outstanding equity of the Delaware Learning Annex, all of which are validly issued and outstanding, fully paid and nonassessable and (iiiE) 149,400 restricted share units membership interests in respect of 100% of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion equity of the Purchaser NoteNew York Learning Annex, all of which are validly issued and outstanding, fully paid and nonassessable. None The Option Securities listed on SCHEDULE I hereto constitute all of the issued and outstanding Purchaser Shares were issued in violation capital stock of any preemptive rightsThe Learning Annex. Except for As of the Purchaser Note, the Purchaser Options, the Restricted Share Units, date hereof there are no (i) outstanding warrants, options, warrantsagreements, convertible securities or other rights, agreements, arrangements commitments or commitments of any character relating instruments pursuant to the Purchaser Shares which The Learning Annex is or obligating the Purchaser may become obligated to issue or sell any Purchaser Sharesshares of capital stock or other securities of The Learning Annex, (ii) preemptive or similar rights to purchase or otherwise acquire shares of capital stock of The Learning Annex pursuant to any provision of law, the Certificate of Incorporation, By-laws, Certificate of Formation or Operating Agreement, as the case may be, of The Learning Annex or any other interest in, the Purchaser. There are no outstanding contractual obligations agreement to which The Learning Annex is party or otherwise or (iii) obligation (contingent or otherwise) of the Purchaser The Learning Annex to repurchasepurchase, redeem or otherwise acquire any Purchaser Shares shares of its capital stock or any interest therein or to provide funds to, pay any dividend or make any investment (other distribution in the form of a loan, capital contribution or otherwise) in, any other Personrespect thereof. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there There are no voting trusts, shareholder voting agreements, proxies proxies, first refusal rights, first offer rights, co-sale rights, options, transfer restrictions or other agreements agreements, instruments or understandings in effect (whether written or oral, formal or informal) with respect to the voting voting, transfer or transfer disposition of capital stock of The Learning Annex to which The Learning Annex is a party or by which it is bound, or, to the best knowledge of The Learning Annex, among or between any of the Purchaser Shares.persons other than The Learning Annex..

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Purchaser HoldCo consists of 150,000,000 Purchaser Sharesone (1) share of common stock of HoldCo, par value $0.0001 per share. As The sole issued and outstanding share of December 8, 2008, capital stock of HoldCo (i) 56,120,785 Purchaser Shares were has been duly authorized and validly issued and outstandingis fully paid and non‑assessable, (ii) has been offered, sold and issued in compliance with applicable Law, including applicable securities Laws, and all requirements set forth in (1) the HoldCo Organizational Documents as then in effect and (2) any other applicable Contracts governing the issuance of such securities to which are HoldCo is a party or otherwise bound, (iii) has not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the HoldCo Organizational Documents as then in effect or any Contract to which HoldCo is a party or otherwise bound and (iv) is free and clear of any Liens, other than restrictions on transfer arising under applicable securities Laws, and other than as set out in the HoldCo Organizational Documents. (b) As of the date hereof and as of immediately prior to the Merger Effective Time, the authorized share capital of Merger Sub 2 consists of one (1) share of Merger Sub 2 Common Stock. (c) As of the date hereof, Merger Sub 2 does not own any equity interests in any other Person. (d) The shares constituting the Merger Consideration being delivered by HoldCo hereunder shall be duly authorized, and validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon and each such share or other security shall be issued free and clear of preemptive rights and all Liens, other than transfer restrictions under applicable securities Laws and the exercise of share options granted pursuant to HoldCo Organizational Documents. The HoldCo Common Stock constituting the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were Merger Consideration being delivered by HoldCo hereunder will be issued in violation of compliance with all applicable securities Laws and other applicable Laws and will not be subject to or give rise to any preemptive rights. rights or rights of first refusal. (e) Except for as contemplated by this Agreement and the Purchaser NoteAncillary Agreements, the Purchaser Options, the Restricted Share Units, (i) there are no options, warrants, preemptive rights, calls, convertible securities securities, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares issued or unissued share capital of HoldCo or obligating the Purchaser HoldCo to issue or sell any Purchaser Sharesshares in the capital of, or any other interest equity interests in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchaseHoldCo, redeem or otherwise acquire any Purchaser Shares or to provide funds (ii) HoldCo is not a party to, or make any investment (in the form of a loanotherwise bound by, capital contribution or otherwise) inand HoldCo has not granted, any other Person. The Purchaser Shares constitute all of the issued equity appreciation rights, participations, phantom equity or similar rights and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, (iii) there are no voting trusts, shareholder voting agreements, proxies proxies, shareholder agreements or other similar agreements or understandings in effect with respect to the voting or transfer of the HoldCo Ordinary Shares or any of the Purchaser Sharesequity interests or other securities of HoldCo. As of the date hereof, except for Merger Sub 2, HoldCo does not own any equity interests in any other Person. As of the date hereof, Merger Sub 2 does not own any equity interests in any other Person.

Capitalization. (a) The authorized capital Buyer Parent holds of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were issued record and outstanding, owns beneficially all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares capital stock of Buyer. All such capital stock have been duly authorized, are validly issued and outstanding as of the date of this Agreement, and were not issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, similar rights or any other interest in, applicable Law. When issued in compliance with the Purchaser. There are no outstanding contractual obligations provisions of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable non-assessable, and will be free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, or demands, except as set forth in the Stockholders Agreement and except as may be permitted or caused by a Seller. Except There are no shares or other equity interests of Buyer authorized, reserved, issued, or outstanding, and there are no preemptive or other outstanding rights, subscription rights, conversion rights, purchase rights, exchange rights, options, warrants, appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other contracts, agreements, arrangements, or commitments of any character relating to the issued or unissued ownership interests in Buyer or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for the Lock-Up or acquire, any securities, capital stock or other equity interests of Buyer (other than this Agreement), and no securities, capital stock or other equity interests evidencing such rights are authorized, issued, or outstanding. Other than as otherwise set forth in this Agreement, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts that could require Buyer to issue, sell, or otherwise cause to become outstanding any capital stock or other ownership interest in Buyer. There are no outstanding or authorized equity appreciation, phantom unit, profit participation, or similar rights with respect to Buyer, and no voting trusts, shareholder agreementsproxies, proxies or other agreements or understandings in effect with respect to the voting of securities, capital stock or transfer other equity interests of any Buyer. The funding of the Purchaser SharesContemplated Transactions, including for the shares of outstanding capital stock of Buyer to be owned by Buyer’s Parent and also the shares of Buyer’s Parent to be issued to Seller, and also for the Purchase Price for the Purchased Assets, shall be provided by capital contributions of cash by Buyer’s Parent to Buyer and not by Buyer borrowing such funds.

Capitalization. (a) The Purchaser has an authorized share capital of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8, 2008, $22,100 comprised of: (i) 56,120,785 220,000,000 Purchaser Ordinary Shares, consisting of 200,000,000 Purchaser Class A Ordinary Shares, par value $0.0001 per share, of which 5,681,485 Purchaser Class A Ordinary Shares were are issued and outstandingoutstanding as of the date of this Agreement, all and 20,000,000 Purchaser Class B Ordinary Shares, par value $0.0001 per share, of which 2,110,122 Purchaser Class B Ordinary Shares are issued and outstanding as of the date of this Agreement, and (ii) 1,000,000 Purchaser Preference Shares. The issued and outstanding Purchaser Securities are set forth on Schedule 3.5(a). There are no issued or outstanding Purchaser Preferred Shares. All outstanding Purchaser Securities (other than the Purchaser Warrants) are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) non-assessable and (iiii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were not subject to or issued in violation of any purchase option, right of first refusal, preemptive rights. Except for right, subscription right or any similar right or (ii) were not issued, granted, offered or sold in violation of any provision of the DGCL, any other applicable Law, the Purchaser’s Organizational Documents or any Contract to which the Purchaser Note, is a party or by which it or its securities are bound. The Purchaser Warrants are legally binding obligations of the Purchaser Optionsenforceable in accordance with their terms. None of the outstanding shares or other Purchaser Securities has been granted, the Restricted Share Unitsoffered, sold or issued in violation of any applicable securities Laws. (b) Except as set forth in Schedule 3.5(a) and Schedule 3.5(b) there are no Equity Securities of the Purchaser, whether or not outstanding. Except as set forth in Schedule 3.5(a) or Schedule 3.5(b) there are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements arrangements, Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued shares of the Purchaser Shares or (B) obligating the Purchaser to issue issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any Purchaser Sharesoptions or shares or securities convertible into or exchangeable for such shares, or (C) obligating the Purchaser to grant, extend or enter into any such option, warrant, call, subscription or other interest inright, agreement, arrangement or commitment for such capital shares. Other than the Purchaser. There Closing Redemption (or any redemption in connection with an Extension) or as expressly set forth in this Agreement, there are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any shares of the Purchaser Shares or to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) in, in any other Person. The Except as set forth in Schedule 3.5(b), there are no shareholders agreements, voting trusts or other agreements or understandings to which the Purchaser Shares constitute all is a party with respect to the voting of any shares of Purchaser. (c) All Indebtedness of the issued and outstanding share capital Purchaser as of the date of this Agreement is disclosed on Schedule 3.5(c). No Indebtedness of Purchaser contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by the Purchaser, or (iii) the ability of the Purchaser to grant any Lien on its properties or assets. (d) Since the date of incorporation of the Purchaser. Upon consummation of the transactions , and except as contemplated by this Agreement, the Purchaser Shares issued to has not declared or paid any distribution or dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, the Seller will be duly authorized, validly issued, fully paid and nonassessable and free Purchaser’s board of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of directors has not authorized any of the Purchaser Sharesforegoing.

Capitalization. (a) The authorized capital of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares As of March 7, 2024, the Company had 300,000,000 shares of Common Stock authorized of which 246,236,753 shares of Common Stock were issued and outstanding, all and an additional 867,973 shares of Common Stock that are issued and held in treasury, and 5,000,000 shares of preferred stock authorized, none of which are duly authorized, validly issued, fully paid were issued and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant outstanding. The Common Stock conforms in all material respects to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (description thereof contained in the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser NoteSEC Documents. None All of the issued and outstanding Purchaser Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with all federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there There are no authorized or outstanding options, warrants, convertible securities preemptive rights, rights of first refusal or other rightsrights to purchase, agreementsor equity or debt securities convertible into or exchangeable or exercisable for, arrangements any capital stock of the Company or commitments any of its subsidiaries other than those described in the SEC Documents. No Person has any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Sharesright of first refusal, preemptive right, right of participation, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser similar right to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (participate in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, other than those that have been satisfied hereby or by the Purchaser Shares issued to separate agreement with any holder of such right. (ii) The Purchased Stock being purchased by the Seller Purchasers hereunder will be duly authorizedauthorized by the Company pursuant to the Charter and the Certificate of Designations prior to the Closing and, when issued and delivered by the Company to the Purchasers against payment therefor in accordance with the terms of this Agreement and the terms of the Purchased Stock, will be validly issued, fully paid and nonassessable non-assessable and will be free of preemptive rights except as have been satisfied, or any EncumbrancesLiens and restrictions on transfer, other than (A) restrictions on transfer under applicable state and federal securities laws and (B) such Liens as are created by such Purchaser. Except for The Conversion Stock issuable upon conversion of the Lock-Up AgreementPurchased Stock, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect when issued and delivered to the voting or transfer of any Purchaser upon conversion of the Purchaser SharesPurchased Stock in accordance with the Certificate of Designations, will be validly issued, fully paid and non-assessable and will be free of preemptive rights except as have been satisfied or any Liens and restrictions on transfer, other than (1) restrictions on transfer under applicable state and federal securities laws and (2) such Liens as are created by such Purchaser. The respective rights, preferences, privileges and restrictions of the Purchased Stock and the Conversion Stock are as stated in the Charter (including the Certificate of Designations).

Capitalization. 2.1 The AerCap Disclosure Letter sets forth, as of the Signing Date, a true, correct and complete list of (ai) The the authorized capital of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8, 2008AerCap and each AerCap Material Subsidiary, (iii) 56,120,785 Purchaser Shares were the number of shares (or other applicable units) of each class or series of capital stock of AerCap and each AerCap Material Subsidiary that are issued and outstanding, all together with the name of which each holder thereof and the percentage of the aggregate equity or voting interests that are issued and outstanding and owned by each such holder and (iii) the jurisdiction of organization of each AerCap Material Subsidiary. 2.2 All the outstanding shares (or other applicable units) or ownership interests of AerCap and each other AerCap Group Member have been, and the Stock Consideration will be, duly authorized, authorized and validly issued, are, and in the case of the Stock Consideration, will be, fully paid and nonassessablenon-assessable and were not, (ii) 2,834,917 Purchaser Shares were issuable upon and in the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units case of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were Stock Consideration, will not be, issued in violation of any preemptive pre-emption or subscription rights. Except for the Purchaser NoteAll shares of each AerCap Material Subsidiary are owned, the Purchaser Optionsdirectly or indirectly, the Restricted Share Unitsof record and beneficially by AerCap, there free and clear of all Encumbrances. 2.3 There are no options, warrantscalls, warrants or convertible securities or exchangeable securities, or conversion, pre-emption, subscription, registration or other rights, or agreements, arrangements or commitments (other than AerCap Permitted Liens over the shares or ownership interests of any character relating AerCap Group Member), in any such case, obligating or which may obligate any AerCap Group Member to the Purchaser Shares issue, sell, purchase, register, return or obligating the Purchaser to issue or sell any Purchaser Sharesredeem, or otherwise dispose of, transfer or acquire, any respective shares (or other interest in, the Purchaserapplicable units) or ownership interests convertible into or exchangeable for any of their respective shares (or other applicable units). There are no outstanding contractual capital appreciation rights, phantom share plans, securities with participation rights or features, or similar obligations and commitments of any other AerCap Group Member. There are no bonds, debentures, notes or other Indebtedness issued by any AerCap Group Member which have the Purchaser right to repurchasevote (or which are convertible into, redeem or exchangeable for, securities having the right to vote) on any matters on which holders of any shares (or other applicable units) or ownership interests by stock ownership or otherwise acquire any Purchaser Shares or in such AerCap Group Member are entitled to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. vote. 2.4 Except for the Lock-Up AgreementTransaction Documents and restrictions imposed by applicable Laws or any Governmental Authority or except for trusts holding title to AerCap Aircraft or Engines, there are no voting trusts, shareholder agreements, proxies or other rights or agreements or understandings to which any AerCap Group Member is a party in effect with respect to the voting voting, transfer or transfer dividend rights of the AerCap Ordinary Shares or (other than AerCap Permitted Liens) of the shares (or other applicable units) or ownership interests of any AerCap Group Member. AerCap has not agreed, and is not under current or prospective obligation (contingent or otherwise), to form or participate in or make any capital contribution to or future investment in, or guarantee any obligations of any Person). 2.5 As of the Purchaser SharesSigning Date, there are no entities in which AerCap directly or indirectly owns or controls any voting power or otherwise owns any equity interests, other than AerCap Subsidiaries and other than positions taken in connection with ordinary course cash management activities.

Capitalization. (a) The authorized capital Contributed Interests constitute all of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units authorized limited liability company membership interests of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion Company. All of the Purchaser Note. None Contributed Interests are held of record and beneficially owned by the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other PersonSeller. The Purchaser Shares Contributed Interests constitute all of the issued and outstanding share capital limited liability company interests, Equity Securities, or similar interests of the Purchaser. Upon consummation Company and are duly authorized and were validly issued in compliance with the Company’s Governing Documents and all applicable securities Laws. (b) Except as set forth on Schedule ‎4.02(b), there are no, and as of immediately following the Closing after giving effect to the transactions contemplated by this Agreement, the Purchaser Shares issued there will not be, any Contracts, options, warrants, call rights, puts, convertible securities, exchangeable securities, understandings or other rights, arrangements or understandings of any kind to the Seller will issue, repurchase, redeem, sell, deliver or otherwise acquire or cause to be duly authorized, validly issued, fully paid and nonassessable and free repurchased, redeemed, sold, delivered or acquired, any limited liability company interests, Equity Securities, Debt or similar interests in the Company. (c) Except as contemplated by the Governing Documents of any Encumbrances. Except for the Lock-Up AgreementCompany, there are no voting trusts, shareholder limited liability company agreements, proxies or other agreements, understandings or obligations in effect with respect to the voting, transfer or sale (including any rights of first refusal, rights of first offer or drag-along rights), issuance (including any pre-emptive or anti-dilution rights), redemption or repurchase (including any put or call or buy-sell rights), or registration (including any related lock-up or market standoff agreements) of any membership interests of the Company. (d) Schedule ‎4.02(c) sets forth a true and complete list of all direct or indirect Subsidiaries of the Company, listing for each Subsidiary its name, its jurisdiction of organization or formation, and the current record and beneficial ownership of its Equity Securities. All of the issued and outstanding Equity Interests of each Subsidiary are validly issued, credited as fully-paid and non-assessable, have not been issued in violation of any preemptive or similar rights, and are owned by the Company free and clear of any Liens. The Equity Securities of each Subsidiary were issued in compliance with applicable Laws. There are no outstanding subscriptions, options, rights, warrants or other commitments entitling any Person to purchase or otherwise subscribe for or acquire any Equity Interests of any Subsidiary of the Company, nor is there presently outstanding any security convertible into or exchangeable for Equity Interests of any Subsidiary of the Company, nor has the Company, any of its Subsidiaries or the Seller entered into any agreement with respect to any of the foregoing. Other than the Governing Documents of each Subsidiary of the Company, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser SharesEquity Securities of such Subsidiary. Except as set forth on Schedule ‎4.02(c), neither the Company nor any of its Subsidiaries, directly or indirectly, own or have any interest in the Equity Interest in any Person.

Capitalization. (a) The authorized capital stock of the Purchaser Extensity consists of 150,000,000 Purchaser Shares75,000,000 shares of Extensity Common Stock. As of December 8the date of this Agreement, 2008, (i) 56,120,785 Purchaser Shares there were issued and 25,195,813 shares of Extensity Common Stock outstanding, all . All the outstanding shares of which are duly authorized, Extensity Common Stock were validly issued, fully paid and are nonassessable, . (iib) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Unitsas described on Schedule 4.6, there are no warrants, options, warrantsconvertible securities, convertible securities or other calls, rights, agreementsstock appreciation rights, arrangements preemptive rights, rights of first refusal, or agreements or commitments of any character nature obligating Extensity to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests of Extensity, or obligating Extensity to grant, issue, extend, accelerate the vesting of, or enter into, any such warrant, option, convertible security, call, right, stock appreciation right, preemptive right, right of first refusal, agreement or commitment relating to any such stock or equity interests. For example, all warrants to purchase Extensity stock have either been exercised in full or have been terminated with the Purchaser Shares or obligating written consent of the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaserwarrant holder. There are no outstanding contractual obligations voting trusts, proxies or other agreements or understandings with respect to any capital stock of Extensity, other than the Purchaser voting agreements referred to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by preamble to this Agreement, to which Extensity is a party. To the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free knowledge of any Encumbrances. Except for the Lock-Up AgreementExtensity, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to any capital stock of Extensity, other than the voting agreements referred to in the preamble to this Agreement, to which Extensity is not a party. (c) True and complete copies of each Extensity Stock Plan and the forms of all agreements and instruments relating to or transfer of issued under each have been furnished to Geac. Those agreements, instruments and forms have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement any such agreements, instruments or forms. (d) Schedule 4.6 of the Purchaser SharesExtensity Disclosure Statement sets forth the following information with respect to each Extensity Option: (i) the holder of the option, (ii) total number of shares issuable thereunder, (iii) the type of option (incentive stock option or nonstatutory stock option), (iv) the grant date, (v) the expiration date, (vi) the exercise price, (vii) the vesting schedule and (viii) the Extensity Stock Plan under which the option was granted. Each Extensity Option was granted under and in accordance with the Extensity Stock Plan indicated on that schedule. The Extensity Stock Plan and option agreement under which each Extensity Option was granted permit the treatment of that option in the manner contemplated by Section 3.2.

Capitalization. (a) The authorized capital shares of Parent consists of 500,000,000 shares of no par value each of a single class, of which 7,750,000 Parent Ordinary Shares are issued and outstanding as of the Purchaser consists date hereof. No other shares or other Securities of 150,000,000 Purchaser SharesParent are issued, reserved for issuance or outstanding. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were All issued and outstanding, all of which outstanding Parent Ordinary Share are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant nonassessable and not subject to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were or issued in violation of any purchase option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the BVI Law, the Parent’s Organizational Documents or any contract to which Parent is a party or by which Parent is bound. Except for as set forth in the Purchaser Note, the Purchaser Options, the Restricted Share UnitsParent’s Organizational Documents, there are no optionsoutstanding contractual obligations of Parent to repurchase, warrants, convertible securities redeem or other rights, agreements, arrangements or commitments of otherwise acquire any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, Parent Ordinary Share or any other interest in, the PurchaserSecurities of Parent. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or Parent to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The . (b) Upon formation, the authorized shares of Purchaser Shares constitute all shall consist of the 500,000,000 Purchaser Ordinary Shares, par value $0.001 per share, of which one (1) Purchaser Ordinary Share shall be issued and outstanding share capital at such time. No other shares or other Securities of the PurchaserPurchaser shall be issued, reserved for issuance or outstanding. Upon consummation of the transactions contemplated by this Agreement, the All issued and outstanding Purchaser Ordinary Shares issued to the Seller will shall be duly authorized, validly issued, fully paid and nonassessable and free not subject to or issued in violation of any Encumbrancespurchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Cayman Law, the Purchaser’s Organizational Documents or any contract to which Purchaser is a party or by which Purchaser is bound. Except for as set forth in the Lock-Up AgreementPurchaser’s Organizational Documents, there are shall be no voting trustsoutstanding contractual obligations of Purchaser to repurchase, shareholder agreementsredeem or otherwise acquire any Purchaser Ordinary Shares or any other Securities of Purchaser. There shall be no outstanding contractual obligations of Purchaser to provide funds to, proxies or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. (c) Upon formation, the authorized shares of Merger Sub shall consist of 50,000 shares of par value $1 per share (the “Merger Sub Ordinary Shares”) of which one (1) Merger Sub Ordinary Share shall be issued and outstanding at such time. No other shares or other agreements Securities of Merger Sub shall be issued, reserved for issuance or understandings outstanding. All issued and outstanding Merger Sub Ordinary Shares shall be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in effect with respect to the voting or transfer violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Cayman Law, the Purchaser SharesMerger Sub’s Organizational Documents or any contract to which Merger Sub is a party or by which Merger Sub is bound. Except as set forth in the Merger Sub’s Organizational Documents, there shall be no outstanding contractual obligations of Merger Sub to repurchase, redeem or otherwise acquire any Merger Sub Ordinary Shares or any other Securities of Merger Sub. There shall be no outstanding contractual obligations of Merger Sub to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

Capitalization. (a) The On the date hereof, the authorized capital stock of the Purchaser Company consists of 150,000,000 Purchaser Shares. As shares of December 8its Common Stock, 2008par value $0.001 per share (the Common Stock), (i) 56,120,785 Purchaser Shares were issued and outstanding20,000,000 shares of preferred stock, all par value $0.001 per share, 15,847,099 of which are duly authorizedwill be designated as “Series A Convertible Preferred Stock.” On the date hereof, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares capital stock of the Company consists of 71,416,660 shares of Common Stock which are held beneficially and of record by the Persons and in the amounts set forth on Schedule 3.5(a). (b) Except for the transactions contemplated under this Agreement, all the outstanding shares of capital stock of the Company have been duly and validly issued and are fully paid and non-assessable, and were issued in violation of any preemptive rights. Except for accordance with the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities registration or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations qualification requirements of the Purchaser Securities Act and any relevant state securities laws or pursuant to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaservalid exemptions therefrom. Upon consummation of the transactions issuance, sale and delivery as contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and non-assessable shares of the Company, free of any Encumbrancesall preemptive or similar rights, and entitled to the rights therein described (save as otherwise provided in the Transaction Documents or the Certificate of Designations). The shares of common stock issuable upon conversion of the Conversion Shares have been duly and validly reserved for issuance. Upon their issuance in accordance with the terms of the Series A Preferred Stock, the Conversion Shares will be duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company, free of all preemptive or similar rights (save as otherwise provided in the Transaction Documents or the Certificate of Designations). (c) Except for the Lock-Up transactions contemplated under this Agreement, there are (i) no voting trustsauthorized or outstanding securities, shareholder agreementsrights (preemptive or other), proxies subscriptions, calls, commitments, warrants, options, or other agreements that give any Person the right to purchase, subscribe for, or understandings otherwise receive or be issued capital stock of the Company or any security convertible into or exchangeable or exercisable for capital stock of the Company, (ii) no outstanding debt or equity securities of the Company that upon the conversion, exchange, or exercise thereof would require the issuance, sale, or transfer by the Company of any new or additional capital stock of the Company (or any other securities of the Company which, whether after notice, lapse of time, or payment of monies, are or would be convertible into or exchangeable or exercisable for capital stock of the Company), (iii) no agreements or commitments obligating the Company to repurchase, redeem, or otherwise acquire capital stock or other securities of the Company or its Subsidiaries, and (iv) no outstanding or authorized stock appreciation rights, phantom stock, stock rights, or other equity-based interests in effect with respect of the Company. The Company has not issued any voting indebtedness. (d) Except for the transactions contemplated under this Agreement, there is no proxy, stockholder agreement, voting trust, or other agreement or understanding to which the Company, or to the Company’s Knowledge, any other Person, is a party or by which it is bound relating to the voting or transfer of any shares of capital stock of the Purchaser SharesCompany.

Capitalization. (a) The authorized capital of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant Prior to giving effect to the Purchaser’s 2007 Share Incentive Plan transactions contemplated by this Agreement, Sellers are the legal, beneficial and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units record owners of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None all of the issued and outstanding Purchaser Shares were issued in violation capital stock of any preemptive rights. Except for Jerash, with each Seller owning the Purchaser Notecapital stock of Jerash set forth on Exhibit B, and the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments shares of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares Common Stock set forth on Exhibit B constitute all of the issued and outstanding share capital stock of Jerash. All of the Purchaser. Upon consummation issued and outstanding capital stock of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be Jerash (i) have been duly authorized, and validly issued, (ii) are fully paid and nonassessable non-assessable and free (iii) were not issued in violation of any Encumbrancespreemptive rights or rights of first refusal or first offer. Except for the Lock-Up Agreement, there There are no issued or outstanding options, warrants or other rights to subscribe for or purchase any equity interests of Jerash or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any equity securities of Jerash, or preemptive rights or rights of first refusal or first offer with respect to the equity securities of Jerash, nor are there any Contracts, commitments, understandings, arrangements or restrictions to which Jerash or any Seller is a party or bound relating to any equity securities of Jerash, whether or not outstanding. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to Jerash, nor are there any voting trusts, proxies, shareholder agreements, proxies agreements or any other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser Sharesequity securities of Jerash. All of the equity securities of Jerash have been granted, offered, sold and issued in compliance with all applicable corporate and securities Laws. (b) The authorized capital stock of Jerash consists of 15,000,000 shares of Common Stock and 500,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), of which 712,500 shares of Common Stock and zero shares of Preferred Stock are issued and outstanding prior to giving effect to the Closing. Jerash has reserved from its duly authorized capital stock the Share Consideration issuable to the Transferors at the Closing pursuant to this Agreement. When issued to the Transferors in accordance with the terms of this Agreement: (a) the Transferors will acquire good and marketable title to the Share Consideration, and the Share Consideration will be issued, free and clear of all Liens except (i) those imposed by applicable securities Laws and (ii) as set forth in Section 6.5; (b) the Share Consideration will be validly and duly issued and fully paid and non-assessable; and (c) the Share Consideration will not be subject to any preemptive or similar rights of a shareholder of Jerash to subscribe for or purchase additional securities of Jerash as a result of such issuance.

Capitalization. (a) The authorized authorized, issued and outstanding shares of each class of capital stock of each Acquired Entity, the names of the Purchaser consists record and beneficial holders thereof and the number of 150,000,000 Purchaser Sharesshares of capital stock held by each such holder is as set forth on Schedule 4.3. As Except as set forth on Schedule 4.3, there are no authorized, issued or outstanding shares of December 8capital stock or other indicia of equity ownership (including options, 2008warrants, profits interests, share appreciation, phantom stock and similar rights) (icollectively, “Equity Interests”) 56,120,785 Purchaser Shares were of any Acquired Entity. The Securities constitute 100% of the issued and outstanding, all outstanding Equity Interests. (b) All of which are the issued and outstanding Equity Interests of each Acquired Entity have been duly authorized, are validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares are not subject to, nor were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were they issued in violation of of, any preemptive rights. , and are owned of record and beneficially by Sellers as set forth on Schedule 4.3, free and clear of any Encumbrances (other than applicable restrictions under the Securities Act and state securities Laws). (c) Except for the Purchaser Note, the Purchaser Options, the Restricted Share Unitsas set forth on Schedule 4.3, there are no (i) outstanding or authorized options, warrants, convertible rights, calls, puts, rights to subscribe, conversion rights or other similar securities or other rightsContracts to which any Acquired Entity or any Seller is a party or by which any Acquired Entity or any Seller is bound providing for the issuance, agreements, arrangements disposition or commitments acquisition of any character relating to the Purchaser Shares Acquired Entity’s shares of capital stock or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment Equity Interests (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by than this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid ) and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no (ii) voting trusts, shareholder agreements, proxies or any other agreements or understandings in effect with respect to the voting or and/or transfer of the shares of capital stock or other Equity Interests of any Acquired Entity, and no Seller is party to any such agreement or understanding. No Acquired Entity is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of the Purchaser Sharesits shares of capital stock or other Equity Interests.

Capitalization. (a) The Borrower is authorized capital of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8, 2008, to issue: (i) 56,120,785 Purchaser Shares were 200,000,000 shares of common stock, $0.001 par value, of which 19,726,678 shares are issued and outstandingoutstanding as of the date of this Agreement, all 70,943,527 shares are reserved for issuance on the exercise of which are duly authorized, validly issued, fully paid outstanding options and nonassessable, warrants; and (ii) 2,834,917 Purchaser Shares were issuable upon 25,000,000 shares of preferred stock, $0.001 par value per share. The common stock has the exercise voting powers, designations, preferences, rights, qualifications, limitations, and restrictions set forth in Borrower’s Certificate of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan Incorporation and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Noteamendments thereto. None All of the issued and outstanding Purchaser Shares were shares of Borrower’s capital stock have been duly authorized and validly issued and are fully paid and nonassessable and not issued in violation of the preemptive right of any Person. The undesignated preferred stock may be issued in such series with the voting powers, designations, preferences, rights, and qualifications, limitations, or restrictions as may be duly approved by Borrower’s board of directors. All of the issued and outstanding shares of Borrower’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 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 law and any rights of third parties; and are owned by Borrower, 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 any securities of Borrower. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Unitsas described above, there are no outstanding warrants, options, warrantsconvertible securities, convertible securities or other rights, agreements, or arrangements or commitments of any character relating to the Purchaser Shares under which Borrower or obligating the Purchaser any of its Subsidiaries is or may be obligated to issue or sell any Purchaser Shares, or equity securities of any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued kind and outstanding share capital of the Purchaser. Upon consummation of the transactions except as contemplated by this Agreement, neither Borrower nor any of its Subsidiaries is currently in negotiations for the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free issuance of any Encumbrancesequity securities of any kind. Except as described on Schedule 4.03 and except for the Lock-Up Registration Rights Agreement, there are no voting trusts, shareholder agreements, proxies buy-sell agreements, option or right of first purchase agreements, or other agreements of any kind among Borrower and any of Borrower’s security holders relating to the securities of Borrower held by them. Borrower has not granted any Person the right to require Borrower to register any securities of Borrower under the Securities Act, whether on a demand basis or understandings in connection with the registration of securities of Borrower for its own account or for the account of any other Person. (b) Schedule 4.03 sets forth a true and complete table setting forth the pro forma capitalization of Borrower on a fully diluted basis giving effect to: (i) the issuance of the Series A Preferred Stock; (ii) any adjustments in other securities resulting from the issuance of the Series A Preferred Stock; and (iii) the exercise or conversion of all outstanding securities. Except as described on Schedule 4.03, the consummation of the Investment will not obligate Borrower to issue shares of common stock or other securities to any other Person (other than Lenders) and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding security. (c) Borrower does not have outstanding stockholder purchase rights or any similar arrangement in effect with respect giving any Person the right to purchase any equity interest in Borrower upon the voting or transfer occurrence of any of the Purchaser Sharescertain events.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Purchaser Parent consists of 150,000,000 Purchaser Shares50,000,000 shares of Parent Common Stock, $.01 par value per share, and 1,000,000 shares of preferred stock, par value $.01 per share ("PARENT PREFERRED STOCK"). As of December 8June 9, 20082000, (i) 56,120,785 Purchaser Shares 25,467,250 shares of Parent Common Stock were issued and outstanding, all of which were validly issued and are duly authorizedfully paid, validly issued, fully paid nonassessable and nonassessablefree of preemptive rights, (ii) 2,834,917 Purchaser Shares no shares of Parent Preferred Stock were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan issued and 1999 Stock Planoutstanding, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units 6,700,103 shares of Parent Common Stock were reserved for issuance pursuant to one or more plans of Parent governing the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan issuance and administration of Parent Options (the “Restricted Share Units”) and "PARENT OPTION PLANS"), (iv) 3,838,697 Purchaser Shares are issuable 540,000 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding warrants and options not issued under the Parent Option Plans, and (v) no shares of Parent Common Stock were reserved for issuance upon conversion of the Purchaser Note. None of the issued outstanding convertible debentures and outstanding Purchaser Shares were issued convertible notes. (b) Except as set forth in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities subsection (a) above or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or as otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued there are no outstanding subscriptions, options, calls, contracts, commitments, restrictions, arrangements, rights or warrants, including any right of conversion or exchange under any outstanding security, instrument or other agreement and also including any rights plan or other anti-takeover agreement, obligating Parent or any of its Subsidiaries to the Seller will issue, deliver or sell, or cause to be duly authorized, validly issued, fully paid and nonassessable and free delivered or sold, additional shares of the capital stock of Parent or obligating Parent or any Encumbrancesof its Subsidiaries to grant, extend or enter into any such agreement or commitment. Except for as otherwise disclosed in the Lock-Up AgreementParent SEC Reports, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect to which Parent or any of its Subsidiaries is a party or is bound with respect to the voting or transfer of any shares of the Purchaser Sharescapital stock of Parent.

Capitalization. (a) The authorized capital stock of the Purchaser Company consists of 150,000,000 Purchaser Shares. As 3,500,000 shares, of December 8, 2008, which (i) 56,120,785 Purchaser Shares were 3,000,000 are designated as Common Stock, par value $2.50 per share and (ii) 500,000 are designated as Preferred Stock, no par value per share, of which (A) 130 shares are designated as Series A Preferred Stock, (B) 151 shares are designated as Series B Cumulative Convertible Preferred Stock and (C) 302 shares are designated as Series C Cumulative Preferred Stock. Schedule -------- 4.4(a) sets forth a true, correct and complete list of the owners of all issued ------ and outstanding shares of Common Stock, Series A Preferred Stock, Series B Cumulative Convertible Preferred Stock and Series C Cumulative Preferred Stock (setting forth the number of each such shares owned by each such owner). All issued and outstandingoutstanding shares set forth in such Schedule have been duly and validly issued and are fully paid and nonassessable and are owned of record and beneficially by the persons set forth in such Schedule. Prior to the Effective Time, all of which are duly authorized, validly issued, fully paid and nonassessable, the Series B Cumulative Convertible Preferred Stock shall have been converted into Common Stock. (iib) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively [Intentionally Left Blank.]. (the “Purchaser Options”c) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Unitsas set forth on Schedule 4.4(c), there are no optionssecurities --------------- presently outstanding, that are convertible into, exchangeable for, or carrying the right to acquire, equity securities of the Company or subscriptions, warrants, options, calls, puts, convertible securities, registration or other rights or arrangements obligating the Company to issue, sell, register, purchase or redeem any of its equity securities or other rights, agreements, arrangements any ownership interest or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaserrights therein. There are no outstanding contractual obligations voting trusts or other agreements or understandings to which the Company is bound with respect to the voting of the Purchaser to repurchaseCompany's capital stock. There are no stock appreciation rights, redeem phantom stock rights or similar rights or arrangements outstanding. Except as set forth on Schedule 4.4(c) or --------------- as otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trustsContracts, shareholder agreementscommitments, proxies arrangements, understandings or restrictions to which the Company, the Shareholders or to the Best Knowledge of the Company any other Person is bound relating in any way to any shares of capital stock or other agreements securities of the Company. (d) Other than the Notes (as defined below), which have been registered under the Securities Act, all securities issued by the Company have been issued in transactions exempt from registration under the Securities Act and the rules and regulations promulgated thereunder and all applicable state securities or understandings "blue sky" laws, and the Company has complied in effect all material respects with respect to the voting Securities Act and all applicable state securities or transfer "blue sky" laws in connection with the issuance of any of the Purchaser Sharessuch securities.

Capitalization. (a) The outstanding shares of capital stock of Buyer have been, and the Buyer Securities when issued will be, duly authorized capital of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were and validly issued and outstandingare (or, all of which are duly authorizedwith respect to Buyer Securities, validly will be when issued, ) fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Notenon-assessable. None of the issued outstanding shares of capital stock of Buyer were issued, and outstanding Purchaser Shares were issued none of the Buyer Securities will be issued, in violation of the preemptive or other similar rights of any preemptive rightssecurityholder of Buyer. Except for the Purchaser Note49,613,144 Buyer Shares issued and outstanding as of the date hereof, the Purchaser Options, Buyer Securities and as otherwise described in or expressly contemplated by the Restricted Share UnitsBuyer SEC Documents, there are no optionsoutstanding rights (including, warrantswithout limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible securities into or exchangeable for, any shares of capital stock or other rightsequity interest in Buyer, agreementsor any contract, arrangements commitment, agreement, understanding or commitments arrangement of any character kind relating to the Purchaser Shares issuance of any capital stock of Buyer, any such convertible or obligating the Purchaser to issue or sell any Purchaser Shares, exchangeable securities or any other interest insuch rights, warrants or options. Except for restrictions on transfer under the Lock-Up Agreement and the Buyer Warrant Agreement, and under applicable state and federal securities laws, the PurchaserBuyer Securities will be free of any restrictions on transfer and will be issued in compliance with all applicable federal and state securities laws. There are no outstanding contractual obligations The Buyer Shares issuable upon exercise of the Purchaser to repurchaseClosing Warrants have been duly reserved for issuance, redeem or otherwise acquire any Purchaser Shares or to provide funds toand upon issuance, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, issued and fully paid and nonassessable non-assessable, and free of any Encumbrances. will be issued in compliance with all applicable federal and state securities laws. (b) Except for as set forth in the Lock-Up AgreementBuyer SEC Documents, there are no voting trusts, shareholder agreements, proxies persons with registration rights or other agreements similar rights to have any securities registered for sale pursuant to a registration statement or understandings in effect with respect to the voting otherwise registered for sale or transfer of any of the Purchaser Sharessold by Buyer.

Capitalization. (a) The Newegg is authorized capital to issue 142,000,000 Newegg Class A Shares, 849,159 shares of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were which are issued and outstanding; 59,000,000 Newegg Class B Shares, all 0 shares of which are duly authorizedissued and outstanding; 25,889,968 Newegg Series AA Preferred Shares, validly issued24,870,027 shares of which are issued and outstanding; and 59,000,000 Newegg Series A Preferred Shares, fully paid 36,475,987 shares of which are issued and nonassessable, (ii) 2,834,917 Purchaser outstanding. Newegg Shares were issuable upon to be delivered by the exercise stockholders of share options granted pursuant Newegg to LLIT at the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None Closing constitute all of the issued and outstanding Purchaser Shares shares and other equity interests in or of Newegg. All of the outstanding shares and other equity interests in or of Newegg have been duly authorized, are fully paid and non-assessable and not in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, any other applicable Law, Newegg Charter or any Contract to which Newegg is a party or by which it or its securities are bound. Newegg holds no shares or other equity interests in or of Newegg in its treasury. None of the outstanding shares or other equity interests in or of Newegg were issued in violation of any preemptive rights. applicable securities Laws. (b) Except for the Purchaser Note, the Purchaser Options, the Restricted Share Unitsas set forth in Schedule 4.3(b), there are no options, warrants, convertible securities warrants or other rightsrights to subscribe for or purchase any shares or other equity interests in or of Newegg or securities convertible into or exchangeable for, agreementsor that otherwise confer on the holder any right to acquire any shares or other equity interests in or of Newegg, or preemptive rights or rights of first refusal or first offer, nor are there any Contracts, commitments, arrangements or commitments restrictions to which Newegg or any of any character its shareholders is a party or bound relating to the Purchaser Shares any equity securities of Newegg, whether or obligating the Purchaser not outstanding. There are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to issue or sell any Purchaser SharesNewegg. There are no voting trusts, proxies, shareholder agreements or any other interest in, agreements or understandings with respect to the Purchaservoting of Newegg’s shares or other equity interests. There are no outstanding contractual obligations of the Purchaser Newegg to repurchase, redeem or otherwise acquire any Purchaser Shares shares or other equity interests or securities in or of Newegg, nor has Newegg granted any registration rights to provide funds toany Person with respect to Newegg’s equity securities. All of Newegg’s securities have been granted, or make any investment (offered, sold and issued in the form of compliance with all applicable securities Laws. As a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all result of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies shares or other agreements equity interests in or understandings of Newegg are issuable and no rights in effect connection with any interests, warrants, rights, options or other securities of Newegg accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise). (c) Except as set forth in Schedule 4.3(c), Newegg has not declared or paid any distribution or dividend in respect to of its shares or other equity interests and has not repurchased, redeemed or otherwise acquired any shares or other equity interests in or of Newegg, and the voting or transfer board of directors of Newegg has not authorized any of the Purchaser Sharesforegoing.

Capitalization. (a) The authorized capital stock of the Purchaser ARO consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were 70,000,000 shares of Common Stock, of which 51,285,178 shares are issued and outstanding and 39,682 shares of Common Stock reserved issuance upon exercise of outstanding options or conversion of Preferred Stock on the date of this Agreement, and (ii) 3,000,000 shares of Preferred Stock, of which 39,682 are shares issued and outstanding. Other than the Common Stock and Preferred Stock, no other class or series of security has been authorized or designated by the Board of Directors of ARO. All outstanding shares of Common Stock have been, and all shares which may be issued pursuant to exercise of which are outstanding options or conversion of Preferred Stock will be, when issued in accordance with the respective terms thereof, duly authorized, authorized and validly issued, fully paid and nonassessablenon-assessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there compliance with all applicable state and federal laws. (b) There are no outstanding subscriptions, options, notes, bonds, debentures, convertible securities, warrants, convertible securities rights or other rights, agreements, arrangements or commitments calls of any character relating kind issued or granted by or binding upon ARO which entitle any person to the Purchaser Shares purchase or obligating the Purchaser to issue or sell otherwise acquire any Purchaser Sharessecurity of, or any other equity interest in, ARO other than the PurchaserPreferred Stock and options to acquire 100,000 shares of Common Stock. There are no outstanding contractual obligations rights or agreements of the Purchaser any kind obligating ARO to repurchase, repurchase or redeem any securities of ARO or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all No shares of ARO capital stock are held as treasury shares. To the issued and knowledge of ARO, none of ARO's outstanding share capital Common Stock is subject to any right of the Purchaser. Upon consummation of the transactions contemplated by this Agreementfirst refusal, the Purchaser Shares issued to the Seller will be duly authorizedvoting trust, validly issuedvoting agreement, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements agreement or understandings in effect understanding with respect to the voting thereof, nor is any proxy in existence with respect thereto, other than proxies solicited by the Board of Directors of ARO in connection with the ARO Stockholders' Meeting. (c) Immediately after the Effective Time: (i) there will be no outstanding subscriptions, options, convertible securities, warrants, rights or transfer calls of any kind issued or granted by ARO, or binding upon the Surviving Corporation, which would entitle the holder thereof upon exercise or conversion to acquire Common Stock, Preferred Stock, or any other equity security or debt security of ARO or to receive any of the Purchaser SharesMerger Consideration; and (ii) any outstanding subscriptions, options, warrants, rights or calls to acquire shares of Common Stock, and, any securities convertible into Common Stock that were outstanding immediately prior to the Effective Time shall be canceled whether or not then vested, or exercisable or convertible.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Purchaser Buyer consists of 150,000,000 Purchaser Shares. As 100,000,000 shares of December 8Buyer’s Common Stock, 2008, (i) 56,120,785 Purchaser Shares were of which 5,000,836 shares are issued and outstanding, all and 25,000,000 shares of Buyer’s $0.001 par value preferred stock, of which no shares are issued and outstanding. (b) All shares of Buyer’s capital stock were issued in compliance with applicable Legal Requirements. No shares of capital stock of Buyer were issued in violation of Buyer’s Articles of Incorporation or Bylaws or any other agreement, arrangement or commitment to which Buyer is a party and are not subject to or in violation of any preemptive or similar rights of any Person. The outstanding shares of capital stock of Buyer have been duly authorized, authorized and are validly issued, fully paid and nonassessable, non-assessable. (iic) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Unitsas set forth on Schedule 4.4(c), there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares any capital stock or other equity interests in Buyer or obligating the Purchaser Buyer to issue or sell any Purchaser Sharesequity interests, or any other interest ininterest, the Purchaserin Buyer. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser Sharescapital stock of Buyer. (d) When delivered by Buyer to Seller in accordance with the terms of this Agreement or the Warrant, the shares of Buyer’s Common Stock will be (i) duly and validly issued and fully paid and nonassessable, (ii) will be sold free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest of any kind, and no preemptive or similar right, co-sale right, registration right, right of first refusal or other similar right of shareholders exists with respect to any of such shares or the issuance and sale thereof other than those that have been expressly waived prior to the date hereof and those that will automatically expire upon the execution hereof, and (iii) issued in compliance with applicable federal and state securities laws. No further approval or authorization of any shareholder, Buyer’s Board of Directors or others is required for the issuance to Seller of the shares of Buyer’s Common Stock pursuant to the terms hereof. The issuance and sale of shares of Buyer’s Common Stock pursuant to the terms hereof will not obligate Buyer to issue any shares of Common Stock or any other securities to any party other than the Seller or adjust any exercise or conversion prices of any outstanding securities convertible into Common Stock. Buyer has reserved a sufficient number of shares of Common Stock for issuance upon exercise of the Warrant by Seller. (e) Except as set forth on Schedule 4.4(e), no Person has the right to cause Buyer to register any of its securities under the Securities Act.

Capitalization. (a) The authorized capital stock of the Purchaser CytRx consists of 150,000,000 Purchaser Sharesshares of CytRx Common Stock and 5,000,000 shares of preferred stock, par value $0.01 per share (“CytRx Preferred Stock”). As of December 8May 30, 2008, (i) 56,120,785 Purchaser Shares 90,770,453 shares of CytRx Common Stock were issued and outstandingoutstanding (exclusive of 633,816 shares held in treasury), all of which are shares were duly authorized, validly issued, fully paid paid, nonassessable and nonassessablefree of preemptive rights, (ii) 2,834,917 Purchaser Shares 15,000 shares of CytRx Preferred Stock were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plandesignated as Series A Junior Participation Preferred Stock, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units no shares of the Purchaser CytRx Preferred Stock were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) issued and outstanding, and (iv) 3,838,697 Purchaser Shares are issuable 17,583,203 shares of CytRx Common Stock were reserved for issuance upon exercise of outstanding stock options and warrants (the conversion “CytRx Options and Warrants”). (b) The shares of CytRx Common Stock to be issued pursuant to the Purchaser Note. None of the Merger, when issued and outstanding Purchaser Shares were issued delivered in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by accordance with this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable non-assessable and free of any Encumbrances. issued in compliance with federal and state securities laws. (c) Except for the Lock-Up AgreementCytRx Options and Warrants, there are no outstanding subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights or warrants, including any right of conversion or exchange under any outstanding security, instrument or other agreement and also including any rights plan or other anti-takeover agreement, obligating CytRx or any subsidiary of CytRx to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of CytRx or obligating CytRx or any subsidiary of CytRx to grant, extend or enter into any such agreement or commitment. There are no outstanding stock appreciation rights or similar derivative securities or rights of CytRx or any of its subsidiaries. There are no voting trusts, shareholder agreements, irrevocable proxies or other agreements or understandings in effect to which CytRx or any subsidiary of CytRx is a party or is bound with respect to the voting or transfer of any shares of the Purchaser SharesCytRx Common Stock.

Capitalization. (a) The authorized capital stock of the Purchaser consists Company, immediately prior to the Initial Closing, shall consist of 150,000,000 Purchaser Shares(i) 75,000,000 shares of Common Stock and (ii) 10,000,000 shares of Preferred Stock, of which 2,714,932 shares shall be designated as Exchangeable Preferred Stock and 1,000,000 shares shall be designated as Series A Junior Participating Preferred Stock. As of December 8March 2, 20082005, the issued and outstanding shares of capital stock of the Company consisted of 31,175,783 shares of Common Stock and no shares of Preferred Stock. (ib) 56,120,785 Purchaser Shares All the outstanding shares of capital stock of the Company have been duly and validly issued and are fully paid and non-assessable, and were issued in accordance with the registration or qualification requirements of the Securities Act and outstandingany relevant state securities laws or pursuant to valid exemptions therefrom. As of the Initial Closing Date, all of which are the Shares will be duly authorizedauthorized and, upon issuance, sale and delivery as contemplated by this Agreement, the Shares will be validly issued, fully paid and nonassessablenon-assessable securities of the Company. Upon their issuance in accordance with the terms of the Exchangeable Preferred Stock, (ii) 2,834,917 Purchaser Shares were the shares of Common Stock issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units exchange of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) Exchangeable Preferred Stock will be free and (iv) 3,838,697 Purchaser Shares are issuable clear of any and all security interests, pledges, liens, charges, claims, options, restrictions on transfer, preemptive or similar rights, proxies and voting or other agreements, or other encumbrances of any nature whatsoever, except for those provided for herein or otherwise created or imposed upon the conversion of Investors and other than restrictions on transfer imposed by federal or state securities laws, and except as set forth in the Purchaser Note. None of Standstill Agreement. (c) On the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except Initial Closing Date, except for the Purchaser Note, Exchangeable Preferred Stock and except as disclosed in the Purchaser Options, the Restricted Share UnitsFiled Company SEC Reports, there are will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments shares of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, Common Stock or any other interest in, the Purchaser. There are no outstanding contractual obligations equity security of the Purchaser Company issuable upon conversion, exchange or exercise of any outstanding security of the Company, nor will there be any rights, options, calls or warrants outstanding or other agreements to repurchaseacquire shares of Common Stock nor will the Company be contractually obligated to purchase, redeem or otherwise acquire any Purchaser Shares of its outstanding shares. Except to the extent otherwise provided in this Agreement or to provide funds to, the Standstill Agreement or make any investment (as disclosed in the form Filed Company SEC Reports, (i) no stockholder of a loanthe Company is entitled to any preemptive or similar rights to subscribe for shares of capital stock of the Company and no stockholder of the Company has any rights, capital contribution contractual or otherwise) in, any other Person. The Purchaser Shares constitute all to designate members of the issued Company's Board of Directors (the "Board"), other than in accordance with the DGCL, and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, (ii) there are no stockholder, voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect relating to the voting or transfer of any rights and obligations of the Purchaser SharesCompany's stockholders.

Capitalization. (a) The authorized capital stock of the Purchaser CATV consists of 150,000,000 Purchaser [i] 495,000 Common Shares with no par value per share ("CATV Common Shares. As "), of December 8, 2008, (i) 56,120,785 Purchaser Shares were which at the date hereof 200,000 shares are validly issued and outstanding, all fully paid and nonassessable and owned, beneficially and of record, as set forth on Schedule 1 attached hereto, and [ii] 250,000 Preferred Shares, no par value per share ("CATV Preferred Shares"), of which at the date hereof 50,000 shares are duly authorized, validly issuedissued and outstanding, fully paid and nonassessable. 250,000 CATV Common Shares have been duly and validly reserved for issuance upon conversion of the CATV Preferred Shares, and 45,000 CATV Common Shares have been duly and validly reserved for issuance under CATV's Stock Option Plan. Except for (i) the conversion and other privileges of the CATV Preferred Shares, and (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units rights provided in Section 9.A of the Purchaser were CATV Purchase Agreement and in the CATV Registration Rights Agreement and the CATV Shareholders Agreement (each as defined in the CATV Purchase Agreement), there are outstanding under the Purchaser’s 2007 Share Incentive Plan no subscriptions, options, warrants, calls, commitments or rights (the “Restricted Share Units”) including conversion or preemptive rights and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion rights of the Purchaser Notefirst refusal), proxy or stockholder agreements or agreements of any character relating to shares of CATV's capital stock or any instruments that can be converted into shares of CATV's capital stock. None of the issued and outstanding Purchaser Shares were shares of CATV's capital stock have been issued in violation of any preemptive rightsright. All issuances, transfers or purchases of the capital stock of CATV (and any predecessor in interest to CATV) have been in compliance with all applicable agreements and all applicable laws, including federal and state securities laws, and all taxes thereon, if any, have been paid. No former or present holder of any of the shares of capital stock of CATV (or any predecessor in interest to CATV) has any legally cognizable claim against CATV based on any issuance, sale, purchase, redemption or involvement in any transfer of any shares of capital stock by CATV (or any predecessor in interest to CATV). Except for obligations of CATV to redeem CATV Preferred Shares as contemplated by Section 9.A of the Purchaser Note, the Purchaser Options, the Restricted Share UnitsCATV Purchase Agreement, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser CATV to repurchase, redeem or otherwise acquire any Purchaser Shares shares of capital stock of CATV. No bonds, debentures, notes or other indebtedness having the right to provide funds tovote (or convertible into or exercisable for securities having the right to vote) on any matters on which shareholders of CATV may vote are issued or outstanding. CATV is not a party or subject to any agreement or understanding, or make any investment (in the form of a loanand, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up AgreementCATV Shareholders' best knowledge, there are is no voting trusts, shareholder agreements, proxies agreement or other agreements understanding between any persons that affects or understandings in effect with respect relates to the voting or transfer giving of written consents with respect to any security or the voting by any director of the Purchaser SharesCATV.

Capitalization. Section 4.8 of the Disclosure Schedules sets forth, with respect to Purchaser, as of the date hereof, (a) The the number of authorized capital shares of the Purchaser consists of 150,000,000 Common Stock and Series A Preferred Stock (“Purchaser Shares. As of December 8, 2008Preferred Stock”), (ib) 56,120,785 the total number of shares of Purchaser Shares were issued Common Stock and outstanding, all Purchaser Preferred Stock that are outstanding and (c) the number of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 shares of Purchaser Shares were issuable Common Stock reserved for issuance upon the exercise of share options granted pursuant warrants to the Purchaser’s 2007 Share Incentive Plan and 1999 purchase shares of Purchaser Common Stock Plan(the, respectively (the “Purchaser OptionsWarrants”) and (iii) 149,400 restricted share units ). As of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Unitsdate hereof, there are no optionsother authorized or outstanding equity interests of Purchaser, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There and there are no other authorized and outstanding contractual obligations equity interests of the Purchaser convertible into or exchangeable for any other equity interests of Purchaser. Purchaser will not, and prior to repurchasethe Closing Date will not, redeem become a party to or otherwise subject to any contract or obligation wherein any third party has, or will have, a right, option or warrant to purchase or acquire any Purchaser Shares or to provide funds to, or make rights in any investment (in the form equity interests of a loan, capital contribution or otherwise) in, any other PersonPurchaser. The Purchaser Shares constitute all Except as set forth on Section 4.8 of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up AgreementDisclosure Schedules, there are no voting trusts, shareholder stockholder agreements, voting trusts or proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser SharesCommon Stock, in each case, to which Purchaser or any of its Subsidiaries is a party. All shares of Purchaser Common Stock that (x) are issued and outstanding have been and are and (y) will be issued as part of the Stock Consideration have been validly issued and are fully paid and non assessable. None of the shares of Purchaser Common Stock was issued in violation of any preemptive rights. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which holders of Purchaser Common Stock may vote. Since December 31, 2013 through the date hereof, except as contemplated by this Agreement (including the Debt Financing), Purchaser has not issued or repurchased any shares of its capital stock.

Capitalization. (a) The authorized capital stock of GoodNoise as of the Purchaser date of this Agreement consists of 150,000,000 Purchaser Shares. As of December 8, 2008, of: (i) 56,120,785 Purchaser Shares were Two Hundred Million (200,000,000) shares of GoodNoise Common Stock, of which 14,985,800 shares are issued and outstandingoutstanding and (ii) Five Hundred Thousand (500,000) shares of preferred stock, all none of which are issued or outstanding. GoodNoise has reserved 3,000,000 shares of GoodNoise Common Stock for issuance to employees, directors and consultants, upon exercise of stock options. Except as set forth in the GoodNoise Disclosure Schedule, there are no outstanding options, warrants, rights, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any shares of the capital stock of GoodNoise from GoodNoise other than as contemplated by this Agreement. (b) All of the outstanding securities of GoodNoise have been duly authorized, authorized and are validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise . All securities of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares GoodNoise were issued in violation of any preemptive rightscompliance with all applicable federal and state securities laws. Except for as otherwise set forth in the Purchaser NoteGoodNoise Disclosure Schedule or in the GoodNoise Commission Documents (as defined in Section 4.4 below), the Purchaser OptionsGoodNoise does not have any other shares of its capital stock issued or outstanding and does not have any other outstanding subscriptions, the Restricted Share Units, there are no options, warrants, convertible securities rights or other rights, agreements, arrangements agreements or commitments obligating GoodNoise to issue shares of its capital stock or other securities. GoodNoise is not a party to or aware of any character relating to shareholders agreements among the Purchaser shareholders of GoodNoise. (c) The GoodNoise Shares or obligating the Purchaser to issue or sell any Purchaser Shareshave been duly authorized and, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the when issued and outstanding share capital of delivered in accordance with the Purchaser. Upon consummation of the transactions contemplated by this Agreementterms hereof, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free will be issued in compliance with all applicable federal and state securities laws. There are no preemptive rights of any Encumbrances. Except for stockholder of GoodNoise to acquire the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser GoodNoise Shares.

Capitalization. (a) The authorized capital As of the Purchaser consists of 150,000,000 Purchaser Sharesdate hereof, other than the membership interests held by Seller, Sprint Communications has no Equity Interests issued or outstanding. As of December 8After giving effect to the Divisive Merger, 2008, (i) 56,120,785 Purchaser Shares were issued and outstandingother than the Membership Interests, all of which are duly authorized, validly issued, fully paid will be held by Seller as of such time and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise as of share options granted pursuant immediately prior to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units transfer of the Purchaser were outstanding under Membership Interests to Buyer at the Purchaser’s 2007 Share Incentive Plan (Closing, the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion Company will have no Equity Interests issued or outstanding. All of the Purchaser Note. None of membership interests in Sprint Communications are, and after giving effect to the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser NoteDivisive Merger, the Purchaser OptionsMembership Interests will be, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued duly authorized and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and held free and clear of any EncumbrancesLiens or restrictions on transfer (other than Liens that will be released at or prior to the Closing or restrictions on transfer as set forth in the Securities Act or any applicable state securities Law), were granted, offered, sold and issued in compliance with applicable Law and applicable Person’s Organizational Documents and have not been issued in violation of, or subject to, any purchase or call option, preemptive rights, rights of first refusal or first offer, subscription rights or similar rights of any Person. There are no (i) accrued and unpaid dividends or other distributions or (ii) equity appreciation, phantom equity or similar rights, with respect to the membership interests in Sprint Communications or, after giving effect to the Divisive Merger, the Membership Interests (as applicable). Without limiting the foregoing, Sprint Communications does not have issued or outstanding, and after giving effect to the Divisive Merger and as of immediately prior to the transfer of the Membership Interests to Buyer at the Closing, the Company will not have outstanding, any option, warrant or other right or arrangement to subscribe for or to purchase any Equity Interest in Sprint Communications or the Company, or securities convertible into or exchangeable therefor, and Sprint Communications and the Company have not committed to issue any such option, warrant or other right or arrangement. Except for restrictions under applicable Indebtedness of Seller or its Affiliates, which will be released at Closing with respect to the Lock-Up AgreementMembership Interests, there are no voting trusts, shareholder agreementsproxies, proxies or other equity holder agreements or any other Contracts or understandings in effect with respect to any Equity Interests of Sprint Communications or, following the Divisive Merger, the Company (including with respect to the voting registration, voting, redemption, transfer or transfer disposition thereof). (b) A true and complete list as of the date hereof of each Subsidiary of Sprint Communications, together with its jurisdiction of incorporation or formation, as applicable, its authorized, issued and outstanding Equity Interests and the holder or holders (beneficially and of record) of all of such Equity Interests is set forth on Schedule 4.3(b)(i). A true and complete list as of the Closing (after giving effect to the Pre-Closing Restructuring Transactions) of each Subsidiary of the Company, together with its jurisdiction of incorporation or formation, as applicable, its authorized, issued and outstanding Equity Interests and the holder or holders (beneficially and of record) of all of such Equity Interests is as set forth on Schedule 4.3(b)(ii), subject to any modifications to the Pre-Closing Restructuring Transactions in accordance with Section 6.2. All of the Equity Interests of such Subsidiaries (except for the Excluded Subsidiaries) have been duly authorized and validly issued and are fully paid and nonassessable and are held free and clear of any Liens or restrictions on transfer (other than Liens that will be released at the Closing or restrictions on transfer as set forth in the Securities Act or any applicable state securities Law), were granted, offered, sold and issued in compliance with applicable Law and the applicable Subsidiaries’ Organizational Documents and have not been issued in violation of, or subject to, any purchase or call option, preemptive rights, rights of first refusal or first offer, subscription rights or similar rights of any Person. There are no (i) accrued and unpaid dividends or other distributions or (ii) equity appreciation, phantom equity or similar rights, with respect to the Purchaser SharesEquity Interests of such Subsidiaries. Other than as set forth on Schedule 4.3(b)(i) or Schedule 4.3(b)(ii), as applicable, none of Sprint Communications, the Company or any of their Subsidiaries (except for the Excluded Subsidiaries) own, directly or indirectly, any Equity Interests in any other Person. There are no options, warrants or other rights or arrangements to subscribe for or to purchase any Equity Interests in any of such Subsidiaries, or securities convertible into or exchangeable therefor, and none of such Subsidiaries have committed to issue any such option, warrant or other right or arrangement. Except for restrictions under applicable Indebtedness of Seller or its Affiliates, which will be released at Closing with respect to the Membership Interests, there are no voting trusts, proxies, equityholder agreements or any other Contracts or understandings with respect to any Equity Interests of such Subsidiaries.

Capitalization. (a) The authorized capital stock of the Purchaser Acquiror consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were 100,000,000 shares of Acquiror Common Stock of which (A) 4,709,015 shares of Acquiror Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid ; and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise 100,000,000 shares of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 preferred stock, $0.01 par value per share, of which no shares of preferred stock are outstanding. No shares of Acquiror Common Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations class of preferred stock of the Purchaser to repurchaseAcquiror are held by the Acquiror in its treasury. Except as set forth above, redeem no shares of capital stock or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all voting securities of the issued and Acquiror were issued, reserved for issuance or outstanding. All outstanding share capital shares of the Purchaser. Upon consummation capital stock of the transactions contemplated by this AgreementAcquiror are, the Purchaser Shares and all such shares that may be issued prior to the Seller Closing Date will be when issued, duly authorized, validly issued, fully paid and nonassessable and free not subject to or issued in violation of any Encumbrancespurchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Laws of the jurisidication of the Acquiror’s organization, the Acquiror Organizational Documents or any Contract to which the Acquiror is a party or otherwise bound. There are not any bonds, debentures, notes or other Indebtedness of the Acquiror having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Acquiror Common Stock may vote. Except for as set forth in Section 5.7(a) of the Lock-Up AgreementAcquiror Disclosure Schedule, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Acquiror is a party or by which it is bound (x) obligating the Acquiror to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Acquiror, (y) obligating the Acquiror to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (z) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Acquiror. Except as contemplated by the Spin Out, there are no outstanding Contracts or obligations of the Acquiror to repurchase, redeem or otherwise acquire any shares of capital stock of the Acquiror. Except as set forth in Section 5.7(a) of the Acquiror Disclosure Schedule, there are no registration rights, proxies, voting trusts, shareholder agreements, proxies trust agreements or other agreements or understandings in effect with respect to the voting any class or transfer series of any capital stock or other security of the Purchaser Acquiror. (b) The issuance of the Acquiror Shares to the Acquiree Shareholders has been duly authorized and, upon delivery to the Acquiree Shareholders of certificates therefor, respectively, in accordance with the terms of this Agreement, the Acquiror Shares, will have been validly issued and fully paid, and will be nonassessable, have the rights, preferences and privileges specified, will be free of preemptive rights and will be free and clear of all Liens and restrictions, other than Liens created by the Acquiree Shareholders, and restrictions on transfer imposed by this Agreement and the Securities Act.

Capitalization. (a) The Enservco is authorized capital of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8, 2008, to issue (i) 56,120,785 Purchaser Shares were 100,000,000 shares of its common stock, $0.005 par value per share of which 45,341,876 are issued and outstandingoutstanding as of the Effective Date, all and (ii) 10,000,000 shares of its preferred stock of which 4,000,000 are designated pursuant to the Certificate of Designation for which none are issued and outstanding as of the Effective Date. All of the outstanding equity interests in or of Enservco have been duly authorized, validly issued, fully paid and nonassessablenon-assessable and not subject to or issued in violation of any purchase option, (ii) 2,834,917 Purchaser Shares were issuable upon right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the exercise of share options granted pursuant Enservco Charter or any Contract to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Notewhich Enservco is a party. None of the issued and outstanding Purchaser Shares equity interests in or of Enservco were issued in violation of any preemptive rights. applicable securities Laws. (b) Except for as set forth in the Purchaser Note, the Purchaser Options, the Restricted Share UnitsEnservco SEC Reports, there are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements arrangements, Contracts or commitments of any character (A) relating to the Purchaser Shares issued or unissued shares of Enservco, or (B) obligating the Purchaser Enservco to issue issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any Purchaser Sharesoptions or shares or securities convertible into or exchangeable for such shares, or (C) obligating Enservco to grant, extend or enter into any such option, warrant, call, subscription or other interest inright, agreement, arrangement or commitment for such capital shares. Other than as expressly set forth in this Agreement, or in the Purchaser. There Enservco SEC Reports, there are no outstanding contractual obligations of the Purchaser Enservco to repurchase, redeem or otherwise acquire any Purchaser Shares shares of Enservco or to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) in, in any other Person. The Purchaser Shares constitute all Except as set forth in the Enservco SEC Reports, there are no shareholders agreements, voting trusts or other agreements or understandings to which Enservco is a party with respect to the voting of any shares of Enservco. As a result of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorizedno equity interests in or of Enservco are issuable and no rights in connection with any interests, validly issuedwarrants, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreementrights, there are no voting trusts, shareholder agreements, proxies options or other agreements securities of Enservco accelerate or understandings otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise). (c) Enservco has not declared or paid any distribution or dividend in effect with respect to of its equity interests and has not repurchased, redeemed or otherwise acquired any shares or other equity interests in or of Enservco, and the voting or transfer board of directors of Enservco has not authorized any of the Purchaser Sharesforegoing.

Capitalization. (ai) The authorized capital stock of the Purchaser Buyer consists of 150,000,000 Purchaser Shares(A) 225,000,000 shares of Buyer Common Stock and (B) 1,000,000 shares of preferred stock, par value $0.0001 per share. As of December 8the date of this Agreement, 2008, there were outstanding 69,000,000 shares of Buyer Common Stock (i) 56,120,785 Purchaser Shares were issued and outstanding, all some of which are may be held in units which consist of one share of Buyer Common Stock and one Buyer Warrant to purchase one share of Buyer Common Stock), no shares of preferred stock, 76,000,000 Buyer Warrants (some of which may be held in units which consist of one share of Buyer Common Stock and one Buyer Warrant to purchase one share of Buyer Common Stock) entitling the holder to purchase one share of Buyer Common Stock per warrant, and no employee stock options to purchase Buyer Common Stock. All outstanding shares of capital stock of Buyer have been duly authorized, validly issued, are fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares and were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were not issued in violation of any preemptive rights. or other similar right. (ii) Except for as set forth in this Section 2.3(d) and the Purchaser NoteBuyer SEC Documents, filed prior to the Purchaser Options, the Restricted Share Unitsdate of this Agreement, there are no optionsoutstanding (A) shares of capital stock or voting securities of Buyer, warrants(B) securities of Buyer convertible into or exchangeable for shares of capital stock or voting securities of Buyer or (C) options or other rights to acquire from Buyer or other obligation of Buyer to issue, convertible any capital stock, voting securities or other rights, agreements, arrangements securities convertible into or commitments exchangeable for capital stock or voting securities of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the PurchaserBuyer. There are no outstanding contractual obligations of the Purchaser Buyer to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the securities referred to in clause (A), (B) or (C) above. (iii) Buyer Common Stock is quoted on the American Stock Exchange. There is no action or proceeding pending or, to Buyer’s knowledge, threatened against Buyer by the American Stock Exchange with respect to any intention by such entity to prohibit or terminate the quotation of such securities thereon. (iv) The shares of Buyer Common Stock to be issued as part of the Aggregate Consideration have been duly authorized and, when issued and outstanding share capital delivered in accordance with the terms of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares will have been validly issued to the Seller and will be duly authorized, validly issued, fully paid and nonassessable and free the issuance thereof is not subject to any preemptive or other similar right. (v) All of any Encumbrances. the outstanding Buyer Common Stock and Buyer Warrants have been issued in compliance in all material respects with all requirements of Laws applicable to Buyer, Buyer Common Stock and Buyer Warrants. (vi) Except for the Lock-Up Agreementas contemplated by this Agreement and as set forth in Schedule 2.3(d), there are no registration rights, and there is no voting truststrust, shareholder agreementsproxy, proxies rights plan, anti-takeover plan or other agreements understandings to which Buyer is a party or understandings in effect by which Buyer is bound with respect to Buyer Common Stock and Buyer Warrants. (vii) Except as disclosed in Buyer SEC Documents filed prior to the voting or transfer date of any this Agreement, as a result of the Purchaser Sharesconsummation of this transaction, no shares of capital stock, warrants, options or other securities of Buyer are issuable and no rights in connection with any shares, warrants, rights, options or other securities or Buyer accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise). (viii) Buyer does not have any subsidiaries.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Purchaser Comsys consists of 150,000,000 Purchaser Shares5,000,000 shares of common stock, par value $.01 per share, of Comsys (the "COMSYS COMMON STOCK"), 2,115,500 shares of which are issued and outstanding. As of December 8the date of this Agreement, 2008, (i) 56,120,785 Purchaser Shares no shares of Comsys Common Stock were held by Comsys in its treasury. The issued and outstanding, all outstanding shares of which are Comsys Common Stock have been duly authorized, authorized and validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise are nonassessable and free of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for Comsys has not, subsequent to December 31, 2003, declared or paid any dividend, or declared or made any distribution on, or authorized the Purchaser Notecreation or issuance of, the Purchaser Optionsor issued, the Restricted Share Units, there are no options, warrants, convertible securities authorized or other rights, agreements, arrangements or commitments of effected any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, split up or any other interest inrecapitalization of, the Purchaserany of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock, nor has Comsys heretofore agreed to take any such action. There are no outstanding contractual obligations of the Purchaser Comsys of any kind to repurchaseredeem, redeem purchase or otherwise acquire any Purchaser Shares outstanding shares of capital stock of Comsys. Other than the Comsys Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of Comsys having the right to provide funds tovote on any matters on which stockholders of Comsys may vote. Except as set forth above, no shares of capital stock or other voting securities of Comsys are issued, reserved for issuance or outstanding, and there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Comsys or any other Holding Subsidiary is a party or by which any of them is bound obligating Comsys or any other Holding Subsidiary to issue, deliver or sell, or make any investment (in the form cause to be issued, delivered or sold, additional shares of a loan, capital contribution stock or otherwise) in, other voting securities of Comsys or of any other Person. The Purchaser Shares constitute all Holding Subsidiary or obligating Comsys or any other Holding Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. (b) As of the issued and outstanding share capital date of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares authorized capital stock of Holding consists of: (i) 35,000,000 shares of Holding Common Stock, 20,844,060 shares of which are issued to and outstanding; (ii) 150,000 shares of Class A-1 preferred stock of Holding, par value $.01 per share (the Seller will be "HOLDING CLASS A-1 PREFERRED STOCK"), 92,553.653 shares of which are issued and outstanding; (iii) 46,352 shares of Class A-2 preferred stock of Holding, par value $.01 per share (the "HOLDING CLASS A-2 PREFERRED STOCK"), 46,351.073 shares of which are issued and outstanding; (iv) 3,000 shares of Holding Class A-3 Preferred Stock, 3,000 shares of which are issued and outstanding; (v) 33,000 shares of Holding Class B Preferred Stock, 33,000 shares of which are issued and outstanding; (vi) 62,500 shares of Holding Class C Preferred Stock, 62,500 shares of which are issued and outstanding; (vii) 1,000 shares of Holding Class D Preferred Stock, 1,000 shares of which are issued and outstanding; and (viii) 7,177.579 shares of Class E preferred stock of Holding, par value $.01 per share (the "HOLDING CLASS E PREFERRED STOCK"), 7,177.579 shares of which are issued and outstanding. As of the date of this Agreement, no shares of any class of Holding capital stock were held by Holding in its treasury. The issued and outstanding shares of each class of Holding capital stock have been duly authorized, authorized and validly issued, fully paid and are nonassessable and free of preemptive rights. Holding has not, subsequent to December 31, 2003, declared or paid any Encumbrancesdividend, or declared or made any distribution on, or authorized the creation or issuance of, or issued, authorized or effected any split up or any recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock, nor has Holding heretofore agreed to take any such action. Except for There are no outstanding contractual obligations of Holding of any kind to redeem, purchase or otherwise acquire any outstanding shares of capital stock of Holding. Other than the Lock-Up Agreement, respective classes of Holding capital stock there are no outstanding bonds, debentures, notes or other indebtedness or securities of Holding having the right to vote on any matters on which stockholders of Holding may vote. No shares of capital stock or other voting trustssecurities of Holding are issued, shareholder reserved for issuance or outstanding, and there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, proxies arrangements or undertakings of any kind to which Holding is a party or by which Holding is bound obligating Holding to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other agreements voting securities of Holding or understandings in effect with respect obligating Holding to the voting issue, grant, extend or transfer of enter into any of the Purchaser Sharessuch security, option, warrant, call, right, commitment, agreement, arrangement or undertaking.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Purchaser Company consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were 95,000,000 shares of Company Common Stock, 6,089,938 of which are issued and outstanding, all and (ii) 5,000,000 shares of preferred stock, $.01 par value (the "COMPANY PREFERRED STOCK"), of which (A) 500,000 shares have been designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK," no shares of which are issued and outstanding and (B) 1,047,290 shares have been designated as "SERIES B CONVERTIBLE PARTICIPATING PREFERRED STOCK," no shares of which are issued and outstanding. As of the date of this Agreement, no shares of Company Common Stock were held in the treasury of the Company and 500,000 shares of Series A Junior Participating Preferred Stock were reserved for issuance upon exercise of the rights (the "COMPANY RIGHTS") distributed to the holders of Company Common Stock pursuant to the Amended and Restated Rights Agreement dated as of April 14, 2003, by and between the Company and Wachovia Bank, N.A., as amended on August 18, 2003 and the date hereof (the "COMPANY RIGHTS PLAN"). The issued and outstanding shares of Company Common Stock have been, and all shares which may be issued in connection with the Merger will be, duly authorized, authorized and validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise and free of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for The Company has not, subsequent to December 28, 2003, declared or paid any dividend, or declared or made any distribution on, or authorized the Purchaser Notecreation or issuance of, the Purchaser Optionsor issued, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements authorized or commitments of effected any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, split-up or any other interest inrecapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock, nor has the PurchaserCompany heretofore agreed to take any such action. There are no outstanding contractual obligations of the Purchaser Company of any kind to repurchaseredeem, redeem purchase or otherwise acquire any Purchaser Shares outstanding shares of capital stock of the Company. Other than the Company Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of the Company having the right to provide funds tovote on any matters on which stockholders of the Company may vote. All of the outstanding capital stock of Merger Sub is owned by the Company. (b) Section 3.2(b) of the Company Disclosure Letter lists all outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company or any Company Subsidiary any capital stock of the Company or securities convertible into or exchangeable for capital stock of the Company (and the exercise, conversion, purchase, exchange or other similar price thereof) and all outstanding restricted stock awards. There are no stock appreciation rights attached to the options, warrants or rights listed in Section 3.2(b) of the Company Disclosure Letter. Except as set forth above in this Section 3.2 and Section 3.2(b) of the Company Disclosure Letter, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding, and there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of the Company Subsidiaries is a party or by which any of them is bound obligating the Company or any of the Company Subsidiaries to issue, deliver or sell, or make cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any investment (in of the form Company Subsidiaries or obligating the Company or any of a loanthe Company Subsidiaries to issue, capital contribution grant, extend or otherwise) inenter into any such security, any other Personoption, warrant, call, right, commitment, agreement, arrangement or undertaking. The Purchaser Shares constitute all Company's execution, delivery and performance of this Agreement and the issued and outstanding share capital of consummation by the Purchaser. Upon consummation Company of the transactions contemplated by this Agreement, the Purchaser Shares issued hereby will not cause any adjustments to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer terms of any of the Purchaser SharesCompany's outstanding warrants.

Capitalization. (a) The authorized capital Purchased Shares are the only authorized, issued and outstanding securities of Americas, the Holdings Shares are the only authorized, issued and outstanding securities of Holdings and the Company Shares are the only authorized, issued and outstanding shares of the Purchaser consists Company, and all of 150,000,000 Purchaser the Purchased Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Holdings Shares were and Company Shares have been issued and outstandingpaid for in accordance with the terms of the Charter Documents of Americas, Holdings and the Company, respectively. Seller owns the Purchased Shares both beneficially and of record, and as of the Closing Date, the Purchased Shares, the Holdings Shares and the Company Shares will be free and clear of all Encumbrances (other than restrictions on the transfer of which are securities arising under applicable securities Laws). The Purchased Shares, the Holdings Shares and the Company Shares have been duly authorized, validly issued, issued and are fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise non-assessable and free of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Noteany preemptive rights in respect thereto. None of the Purchased Shares, the Holdings Shares or the Company Shares have been issued and outstanding Purchaser Shares were issued or disposed of in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there rights of any Person. (b) There are no outstanding (i) rights, plans, options, puts, warrants, convertible securities securities, calls, conversion rights, subscriptions rights, “phantom” equity rights, equity appreciation rights, profit participation rights or other rightsany Contracts, agreements, arrangements or commitments of any kind or character relating to the Purchaser Shares (either firm or conditional) obligating the Purchaser Company, Holdings or Americas to issue issue, deliver or sell any Purchaser Sharessell, or cause to be issued, delivered or sold, any other equity interests in the Company, Holdings or Americas or any securities exchangeable for or convertible into any equity interest inin the Company, Holdings or Americas or to share in the Purchaser. There are no outstanding equity, income, revenue or cash flow of the Company, Holdings or Americas, (ii) contractual obligations or rights of the Purchaser a Person to repurchase, redeem or otherwise acquire any Purchaser Shares equity interests in the Company, Holdings or to provide funds toAmericas or otherwise make any payment in respect of any equity interests in the Company, Holdings or Americas, or make any investment (in the form of a loaniii) proxies, capital contribution or otherwise) invoting agreements, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, preemptive rights, rights of first refusal, rights of first offer, rights of co-sale or tag-along rights, shareholder agreements, proxies agreements or other agreements rights, understandings or understandings in effect with respect to arrangements regarding the voting or disposition of the Purchased Shares, the Holdings Shares or the Company Shares or any other restrictions (other than those relating to Financing Liens or normal restrictions on transfer under applicable securities Laws) applicable to the Purchased Shares, the Holdings Shares or the Company Shares pursuant to any Contract to which Seller is a party. (c) None of the Company, Holdings or Americas has any authorized or outstanding bonds, debentures, notes or other Indebtedness whereby the holders of which have the right to vote (or are convertible into, exchangeable for or evidencing the right to subscribe for or acquire securities having the right to vote) with the equity holders of any of the Company, Holdings or Americas on any matter. (d) None of the Company, Holdings or Americas is obligated by Contract to make any loan or capital contribution to any Person. (e) Seller has good and valid title to the Purchased Shares free and clear of all Encumbrances (other than (i) restrictions on the transfer of securities arising under applicable securities Laws and (ii) Encumbrances that will be released at or prior to Closing) and upon transfer of the Purchased Shares by Seller at the Closing, Purchaser Shareswill receive good title to the Purchased Shares free and clear of all Encumbrances (other than restrictions on the transfer of securities arising under applicable securities Laws).

Capitalization. (a) The authorized capital of the Purchaser Alcan consists of 150,000,000 Purchaser Sharesan unlimited number of Common Shares and an unlimited number of preference shares issuable in series. As of December 8at June 30, 20082007, (i) 56,120,785 Purchaser 370,975,741 Common Shares, 5,699,900 Alcan Series C Preferred Shares and 2,999,000 Alcan Series E Preferred Shares were issued and outstanding. As at June 30, all of which are duly authorized2007, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser there were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued Options to acquire in violation of any preemptive rightsaggregate 6,553,113 Common Shares. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities conversion privileges or other rights, agreements, arrangements or commitments of (pre-emptive, contingent or otherwise) obligating or which may obligate Alcan or any character relating to the Purchaser Shares or obligating the Purchaser Alcan Subsidiary to issue or sell any Purchaser shares of Alcan or of any Alcan Subsidiary or securities or obligations of any kind convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any shares of Alcan or of any Alcan Subsidiary. All outstanding Common Shares and the Common Shares, or any other interest inif any, to be issued on exercise of the PurchaserOptions have been duly authorized. The outstanding Common Shares are, and the Common Shares to be issued on exercise of the Options will be when issued, validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights. There are no outstanding contractual bonds, debentures or other evidences of indebtedness of Alcan or any Alcan Subsidiary having the right to vote (or that are convertible for or exercisable into securities having the right to vote) with the holders of the Common Shares on any matter. (b) Except for the Alcan Normal Course Issuer Bid, there are no outstanding obligations of the Purchaser Alcan or any Alcan Subsidiary to repurchase, redeem or otherwise acquire any Purchaser outstanding Common Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer disposition of any outstanding securities of Alcan or any Alcan Subsidiary. No holder of securities issued by Alcan or any Alcan Subsidiary has any right to compel Alcan to register or otherwise qualify securities for public sale in Canada, the Purchaser SharesUnited States, Australia, France, the United Kingdom or elsewhere.

Capitalization. (a) The As of the Accession Date and immediately prior to the Initial Merger Effective Time, the authorized share capital of PubCo (including the Purchaser consists issued share capital) shall consist of 150,000,000 Purchaser Shares. As at least $40,000,000 worth of December 8, 2008, (i) 56,120,785 Purchaser PubCo Ordinary Shares were and the issued share capital of PubCo shall amount at least to $40,000 represented by at least 4,000,000 PubCo Ordinary Shares at incorporation of PubCo and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively issued shares shall be held by Arrival Luxembourg (the “Purchaser OptionsInitial Shares”). (b) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser The Initial Shares are issuable upon the conversion of the Purchaser Note. None of the have been issued and outstanding Purchaser Shares granted in compliance with all applicable securities laws and other applicable Laws and were issued in violation free and clear of any preemptive rights. all Liens other than transfer restrictions under applicable securities laws and the Organizational Documents of PubCo. (c) Except for the Purchaser Notesecurities issued by PubCo as permitted by this Agreement, the Purchaser Options, the Restricted Share Units, there are no PubCo has not issued any options, warrants, preemptive rights, calls, convertible securities securities, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares issued or unissued share capital of PubCo or obligating the Purchaser PubCo to issue or sell any Purchaser Sharesshare capital of, or any other interest equity interests in, PubCo. All securities subject to issuance as aforesaid, including the PurchaserMerger Consideration, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. PubCo is not a party to, or otherwise bound by, and has not granted, any equity appreciation rights, participations, phantom equity or similar rights. PubCo is not a party to any voting trusts, voting agreements, proxies, shareholder agreements or other agreements with respect to the voting or transfer of any of the equity interests or other securities of PubCo. Other than pursuant to the Organizational Documents of PubCo, there are no outstanding contractual obligations of PubCo to repurchase, redeem or otherwise acquire any of its equity securities. There are no outstanding contractual obligations of the Purchaser PubCo to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser Sharesperson.

Capitalization. (a) The authorized capital stock of the Purchaser Finesco consists of 150,000,000 Purchaser Shares. As 6,000 shares of December 8common stock, 2008, nominal value €10 per share (i) 56,120,785 Purchaser Shares were issued and outstanding“Finesco Common Stock”), all of which are issued and outstanding and constitute the Shares. All of the Shares have been duly authorized, are validly issued, fully paid and nonassessablenon-assessable, (ii) 2,834,917 Purchaser Shares were issuable upon and are owned of record and beneficially by the exercise Contributors, free and clear of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units all Encumbrances. Upon consummation of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion transactions contemplated by this Agreement, Beneficiary shall own all of the Purchaser NoteShares, free and clear of all Encumbrances. (b) The authorized capital stock of Scomedica consists of 2,500 shares of common stock, nominal value €16 per share (“Scomedica Common Stock”), all of which are issued and outstanding. All of the shares of Scomedica Common Stock have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by Finesco, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, Beneficiary shall own all of the Shares, free and clear of all Encumbrances, other than any Encumbrances arising through Beneficiary. (c) All of the Shares and the Scomedica Common Stock were issued in compliance with applicable Laws. None of the issued and outstanding Purchaser Shares or Scomedica Common Stock were issued in violation of any preemptive rights. agreement, arrangement or commitment to which the Contributors or Finesco is a party or is subject to or in violation of any pre-emptive or similar rights of any Person. (d) Except for as set forth in Section 4.03(d) of the Purchaser Note, the Purchaser Options, the Restricted Share Units, Disclosure Schedules: (i) there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares capital stock of the Companies or obligating the Purchaser Companies to issue or sell any Purchaser Sharesshares of capital stock of, or any other interest in, the Purchaser. There are no Companies, (ii) the Companies do not have any outstanding contractual obligations of the Purchaser to repurchaseor authorized stock appreciation, redeem phantom stock, profit participation or otherwise acquire any Purchaser Shares or to provide funds tosimilar rights, or make any investment and (in the form of a loan, capital contribution or otherwiseiii) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser SharesShares or the Scomedica Common Stock.

Capitalization. (a) The authorized capital of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares On the date of this Agreement, 69,605,205 shares of common stock of Buyer were issued and outstanding, all of which are were duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan non-assessable and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares none were issued in violation of any preemptive rights; (ii) no shares of Buyer were reserved for issuance upon the exercise of outstanding options, warrants or other rights to purchase shares; and (iii) no shares of Buyer stock were held in the treasury of Buyer. Except for as set forth above, as of the Purchaser Notedate hereof, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities shares or other rightsvoting securities of Buyer are issued, agreements, arrangements reserved for issuance or commitments outstanding and no shares or other voting securities of any character relating to Buyer shall be issued or become outstanding after the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaserdate hereof. There are no outstanding contractual obligations bonds, debentures, notes or other indebtedness or securities of Buyer that have the Purchaser right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Buyer may vote. All shares of Buyer subject to issuance as described above shall, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. (ii) Buyer has no contract or other obligation to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds toshares of Buyer stock, or make any investment (in the form of a loan, capital contribution or otherwise) in, in any other Person. The Purchaser Shares constitute all There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued shares or other securities of Buyer. None of the outstanding equity securities or other securities of Buyer was issued and outstanding share capital in violation of the Purchaser. Upon consummation Securities Act of 1933 or any other legal requirement. (iii) Buyer currently has 500 million shares of common stock, par value $0.001 per share, authorized and will amend its Articles of Incorporation to authorize additional shares in order to issue the transactions contemplated by this Agreement, the Purchaser AEGY Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser SharesH)TI if necessary.

Capitalization. (a) The authorized capital Schedule 2.5 attached hereto contains a complete and accurate description of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8authorized, 2008, (i) 56,120,785 Purchaser Shares were issued and outstanding, all outstanding capital stock of which are the Company as of the date thereof (before giving effect to the transactions contemplated by this Subscription Agreement). The Securities to be sold pursuant to the Offering Documents have been duly authorized, and when issued and paid for in accordance with the terms of the Agreements will be duly and validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise . The outstanding shares of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units capital stock of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) Company have been duly and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the validly issued and outstanding Purchaser Shares are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of any preemptive rightsrights or similar rights to subscribe for or purchase securities. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Unitsas provided in Schedule 2.5, there are no optionsother outstanding rights (including, warrantswithout limitation, preemptive rights), warrants or options to acquire, or instruments convertible securities into or exchangeable for, any unissued shares of capital stock or other rightsequity interest in the Company, agreementsor any contract, arrangements commitment, agreement, understanding or commitments arrangement of any character kind to which the Company is a party or of which the Company has knowledge relating to the Purchaser Shares issuance or obligating sale of any capital stock of the Purchaser to issue Company, any such convertible or sell any Purchaser Sharesexchangeable securities, or any such rights, warrants or options. Without limiting the foregoing, except as contemplated in connection with the Offering and except as provided in Schedule 2.5, no preemptive right, co-sale right, right of first refusal, registration right, or other interest insimilar right exists with respect to the Securities or the issuance and sale thereof (other than any such rights for which the Company has obtained waivers in respect thereof). Except as provided in Schedule 2.5, the Purchaser. There there are no outstanding contractual obligations stockholders agreements, voting agreements or other similar agreements with respect to the common stock of the Purchaser Company to repurchasewhich the Company is a party or, redeem to the knowledge of the Company, between or otherwise acquire among any Purchaser Shares or to provide funds to, or make any investment (in of the form of a loan, capital contribution or otherwise) in, any other PersonCompany's stockholders. The Purchaser Shares constitute Company does not have any so-called stockholder rights plan or "poison pill" and there are no "shark-repellant" charter or bylaw provisions or so-called "state antitakeover" statutes applicable, in any case, to all of the issued and outstanding share capital of the Purchaser. Upon consummation or any portion of the transactions contemplated by this Agreementthe Offering Documents, the Purchaser Shares issued to the Seller will be duly authorizedincluding, validly issuedwithout limitation, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any issuance of the Purchaser SharesSecurities.

Capitalization. (a) Purchaser is authorized to issue (i) 100,000,000 shares of Purchaser Class A Common Stock, (ii) 10,000,000 shares of Purchaser Class B Common Stock, and 1,000,000 shares of Purchaser Preferred Stock. The authorized capital issued and outstanding Purchaser Securities as of the Purchaser consists date of 150,000,000 Purchaser Sharesthis Agreement are set forth on Schedule 3.5(a). As of December 8the date of this Agreement, 2008, (i) 56,120,785 there are no issued or outstanding shares of Purchaser Shares were issued and outstanding, all Preferred Stock. All outstanding shares of which Purchaser Common Stock are duly authorized, validly issued, fully paid and nonassessablenon-assessable and are not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, Purchaser’s Organizational Documents or any Contract to which Purchaser is a party. None of the outstanding Purchaser Securities has been issued in violation of any applicable securities Laws. (iib) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant Prior to giving effect to the Purchaser’s 2007 Share Incentive Plan Merger, Merger Sub is authorized to issue 1,000 shares of Merger Sub Common Stock, of which 1,000 shares are issued and 1999 Stock Planoutstanding, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units all of which are owned by the Purchaser were and Merger Sub has no other authorized, issued or outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion shares of the Purchaser Notecapital stock. None All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable. No Person other than Purchaser Shares were issued has any rights with respect to such equity securities of Merger Sub and no such rights will arise by virtue of or in violation of connection with the Merger and the other transactions contemplated by this Agreement. Prior to giving effect to the transactions contemplated by this Agreement, other than Merger Sub, Purchaser does not have any preemptive rights. Subsidiaries or own any equity interests in any other Person. (c) Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, as set forth in Schedule 3.5(a) or Schedule 3.5(c) there are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements arrangements, Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued shares of Purchaser Shares or Merger Sub or (B) obligating the Purchaser to issue issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any Purchaser Sharesoptions or shares or securities convertible into or exchangeable for such shares, or (C) obligating Purchaser or Merger Sub to grant, extend or enter into any such option, warrant, call, subscription or other interest inright, agreement, arrangement or commitment for such capital shares. Other than the Purchaser. There Redemption or as expressly set forth in this Agreement, there are no outstanding contractual obligations of the Purchaser or Merger Sub to repurchase, redeem or otherwise acquire any shares of Purchaser Shares or Merger Sub or to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) in, in any other Person. The Except as set forth in Schedule 3.5(c), there are no stockholders agreements, voting trusts or other agreements or understandings to which Purchaser Shares constitute all or Merger Sub is a party with respect to the voting of any shares of Purchaser or Merger Sub. (d) All Indebtedness of Purchaser and Merger Sub as of the issued and outstanding share capital date of this Agreement is disclosed on Schedule 3.5(d). No Indebtedness of Purchaser or Merger Sub contains any restriction upon (i) the Purchaser. Upon prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Purchaser or Merger Sub, (iii) the ability of Purchaser or Merger Sub to grant any Lien on its properties or assets or (iv) the consummation of the transactions Merger. (e) Since the date of formation of Purchaser and Merger Sub, and except as contemplated by this Agreement, the neither Purchaser Shares issued to the Seller will be duly authorizednor Merger Sub has declared or paid any distribution or dividend in respect of its shares and has not repurchased, validly issuedredeemed or otherwise acquired any of its shares, fully paid and nonassessable and free neither Purchaser’s nor Merger Sub’s board of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of directors has authorized any of the Purchaser Sharesforegoing.

Capitalization. (a) The Ventas has an authorized capital capitalization of the Purchaser consists 300,000,000 shares of 150,000,000 Purchaser Shares. As of December 8common stock, 2008, (i) 56,120,785 Purchaser Shares were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively $0.25 par value (the “Purchaser OptionsCommon Stock”) ), and (iii) 149,400 restricted share units 10,000,000 shares of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Notepreferred stock, $1.00 par value. None All of the issued and outstanding Purchaser Shares shares of capital stock or other equity interests of Ventas have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive rightsor similar right. Except for All of the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities issued and outstanding shares of capital stock or other rightsequity interests of each Subsidiary of Ventas have been duly and validly authorized and issued, agreementsare fully paid and (except in the case of general partnership interests) nonassessable, arrangements or commitments were not issued in violation of any character relating preemptive or similar right and, except as set forth in each of the Disclosure Package and the Prospectus, are owned by Ventas, directly or indirectly through one or more Subsidiaries, free and clear of all Liens other than Liens (i) that will be discharged at or prior to the Purchaser Shares Closing Time or obligating (ii) that are described in each of the Purchaser to issue or sell any Purchaser Shares, or any other interest in, Disclosure Package and the PurchaserProspectus and secure indebtedness described in each of the Disclosure Package and the Prospectus. There are no outstanding contractual obligations of the Purchaser options, warrants or other rights to repurchase, redeem acquire or otherwise acquire any Purchaser Shares or to provide funds topurchase, or make any investment (in the form of a loan, capital contribution instruments convertible into or otherwise) inexchangeable for, any other Person. The Purchaser Shares constitute all shares of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer stock of any of the Purchaser SharesSignificant Subsidiaries. For purposes of this Agreement, “Significant Subsidiary” means any Subsidiary whose total assets or annualized revenues (when aggregated with those of its Subsidiaries) as of the date of this Agreement exceed 10% of the consolidated total assets or consolidated annualized revenues of Ventas and the Subsidiaries as of the date of this Agreement. “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

Capitalization. (a) The authorized capital stock of the Purchaser Company consists of 150,000,000 Purchaser Shares700,000,000 shares of Common Stock and 70,000,000 shares of preferred stock. As set forth in the SEC Documents as of December 8, 2008, (i) 56,120,785 Purchaser Shares were issued and outstandingthe date set forth therein, all of which the Company’s outstanding shares of capital stock have been duly authorized and validly issued and are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares have been issued in compliance with all federal and state securities laws, and were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were not issued in violation of or subject to any preemptive rightsright or other rights to subscribe for or purchase securities. Except for as disclosed in the Purchaser Note, the Purchaser Options, the Restricted Share UnitsSEC Documents, there are no existing options, warrants, convertible securities calls, subscriptions or other rights, agreements, arrangements or commitments of any character character, relating to the Purchaser Shares issued or unissued capital stock of the Company, obligating the Purchaser Company to issue issue, transfer, sell, redeem, purchase, repurchase or sell otherwise acquire or cause to be issued, transferred, sold, redeemed, purchased, repurchased or otherwise acquired any Purchaser Sharescapital stock or voting debt of, or any other equity interest in, the Purchaser. There are no outstanding contractual Company or securities or rights convertible into or exchangeable for such shares or equity interests or obligations of the Purchaser Company to repurchasegrant, redeem extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. Neither the execution of this Agreement nor the issuance of Common Stock or other securities pursuant to any provision of this Agreement or the Warrants will give rise to any preemptive rights or rights of first refusal on behalf of any Person or result in the triggering of any anti-dilution or other similar rights (including a rights distribution under any “poison pill” plan or similar arrangement). Other than the Common Stock, there are no other shares of any other class or series of capital stock of the Company issued or outstanding. 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”), are included in the SEC Documents, and the Company shall not amend or otherwise acquire any Purchaser Shares modify the Certificate of Incorporation or Bylaws prior to provide funds to, or make any investment (the Closing. Except as disclosed in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up AgreementSEC Documents, there are no voting trusts, shareholder agreements, proxies buy-sell agreements, option or right of first purchase agreements or other agreements or understandings in effect with respect to of any kind among the voting or transfer of Company and any of the Purchaser Sharessecurity holders of the Company relating to the securities of the Company held by them.

Capitalization. (a) The authorized capital As of the Purchaser consists date of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to entire authorized capitalization of VRBO consists of membership interests totaling 50,000,000 units (the Seller will be “VRBO Membership Interests”), 10,000,000 of which have been duly authorized, are validly issued, fully paid and nonassessable and free were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”), and any relevant state securities laws, or pursuant to valid exemptions therefrom, and the applicable Seller Charter Documents, and are not subject to or issued in violation of any Encumbrancespurchase option, call option, right of first refusal, preemptive right, registration right, subscription right, or any similar right under any provision of the laws of the State of Delaware or any contract to which VRBO is a party or otherwise bound. The VRBO Membership Interests are held beneficially and of record as set forth on Schedule 4.3(a) of the Seller Disclosure Schedule. (b) As of the date of this Agreement, the entire authorized capitalization of Support Services consists of membership interests (the “Support Services Membership Interests”), all of which are validly issued, fully paid and nonassessable and were issued in accordance with the applicable Seller Charter Documents, and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, registration right, subscription right, or any similar right under any provision of the laws of the State of Colorado or any contract to which Support Services is a party or otherwise bound. The Support Services Membership Interests are held beneficially and of record as set forth on Schedule 4.3(b) of the Seller Disclosure Schedule. (c) As of the date of this Agreement, the entire authorized capitalization of Purple Mountain consists of membership interests (the “Purple Mountain Membership Interests”), all of which are validly issued, fully paid and nonassessable and were issued in accordance with the registration or qualification provisions of the Act and any relevant state securities laws, or pursuant to valid exemptions therefrom, and the applicable Seller Charter Documents, and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, registration right, subscription right, or any similar right under any provision of the laws of the State of Delaware or any contract to which Purple Mountain is a party or otherwise bound. The Purple Mountain Membership Interests are held beneficially and of record as set forth on Schedule 4.3(c) of the Seller Disclosure Schedule. (d) Schedule 4.3(d) of the Seller Disclosure Schedule lists (i) all of the holders, as of the date of this Agreement, of options, warrants, purchase rights, subscription rights, conversion rights, exchange rights and other rights that could require Seller or any Seller Entity to issue, sell or otherwise cause to become outstanding any of any Seller Entity’s membership interests (“Equity Rights”), and except as set forth in Schedule 4.3(d) of the Seller Disclosure Schedule, all of which have been duly authorized and were issued in accordance with the registration or qualification provisions of the Act and any relevant state securities laws, or pursuant to valid exemptions therefrom, and the applicable Seller Charter Documents, and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, registration right, subscription right, or any similar right under any provision of the laws of the State of Delaware or the State of Colorado or any contract to which such Seller Entity is a party or otherwise bound, and (ii) the number of membership interests of any Seller Entity subject to such Equity Rights. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to any Seller Entity. Notwithstanding the foregoing, Seller intends and reserves the right to pay bonuses to Seller’s employees identified on Schedule 4.12 of the Seller Disclosure Schedule, which bonuses may be based, in whole or in part, on Seller’s profit in the transaction contemplated herein. (e) Except for as set forth in Schedules 4.3(a), 4.3(b), 4.3(c) and 4.3(d) of the Lock-Up Seller Disclosure Schedule, as of the date of this Agreement, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive, purchase or conversion rights), commitments or agreements of any character to which Seller or any Seller Entity is a party or by which any of them is bound obligating Seller or any Seller Entity to 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 interest, partnership interest or similar ownership interest of any Seller Entity, or obligating Seller or any Seller Entity to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. (f) As of the date of this Agreement, there are no registration rights and there is no voting truststrust, shareholder agreementsproxy, proxies rights plan, anti-takeover plan or other agreements or understandings agreement currently in effect to which Seller or any Seller Entity is a party or by which Seller or any Seller Entity is bound with respect to the voting or transfer any equity security of any class of any Seller Entity. No member of Seller or any Seller Entity will be entitled to appraisal or dissenters rights under applicable laws in connection with the Purchaser Sharestransactions contemplated by this Agreement and the other Transaction Documents (as defined in Section 4.4 hereof).

Capitalization. (a) The authorized capital stock of the Purchaser InSight consists of 150,000,000 Purchaser Sharestwenty-five million (25,000,000) shares of common stock, par value $0.001 per share, and three million five hundred thousand (3,500,000) shares of preferred stock, par value $0.001 per share ("InSight Preferred Stock"). As of December 8the date hereof, 2008, one thousand (i1,000) 56,120,785 Purchaser InSight Shares were are issued and outstanding and owned of record and beneficially only by AHSC and MHC in equal proportions. There are no shares of InSight Preferred Stock outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None All of the issued and outstanding Purchaser InSight Shares were issued in violation are validly issued, fully paid, nonassessable and free of any preemptive rights. Except for the Purchaser Noterights or similar rights created by statute, the Purchaser OptionsCertificate of Incorporation or Bylaws of InSight or any agreement to which InSight or any of its subsidiaries is a party or by which it is bound. There are not now, and at the Restricted Share UnitsEffective Time there will not be, there are no any other shares of capital stock of InSight issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other rights, agreements, arrangements agreements or commitments obligating InSight to issue, transfer or sell any shares of its capital stock except pursuant to this Agreement, that certain Preferred Stock Acquisition Agreement dated on or about the date hereof, by and among AHC, MHC, InSight and General Electric Company acting through GE Medical Systems, and those certain agreements dated February 23, 1996, by and among each of the preferred stockholders of AHSC and InSight, AHSC, Maxum and General Electric Company acting through GE Medical Systems ("Preferred Stockholders Agreements"). Except as provided for in this Agreement, after the Effective Time, InSight will have no obligation to issue, transfer or sell any character relating shares of its capital stock pursuant to any employee benefit plan or otherwise. Other than as contemplated by this Section and Section 7.7 hereof, immediately after the Purchaser Effective Time, there will be no option, warrant, call, right or agreement obligating InSight or any subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any InSight Shares or obligating the Purchaser to issue or sell any Purchaser Shares, InSight or any other interest insubsidiary to grant, the Purchaserextend or enter into any such option, warrant, call, right or agreement. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all All of the issued and outstanding share capital stock of the Purchaser. Upon consummation AHSC Sub and MHC Sub is owned beneficially and of the transactions contemplated record by this AgreementInSight and, the Purchaser Shares issued to the Seller will be duly authorizedin each case, validly issuedconsists solely of one thousand (1,000) shares of common stock, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser Shares$0.001 par value per share.

Capitalization. (a) The Banjo’s authorized capital of the Purchaser capitalization consists of 150,000,000 Purchaser Shares. As 100,000,000 shares of December 8common stock, 2008par value $0.0001 per share, (i) 56,120,785 Purchaser Shares were of which 67,175,816 shares are issued, and outstanding, and 100,000,000 shares of preferred stock of which 1,000,000 shares of Series A Preferred Stock are issued and outstandingoutstanding (the “Existing Preferred Shares”), all of which shall be converted on or prior to Closing, and 500 shares of Series B Preferred Stock have been reserved for issuance as the Exchange Shares. All issued and outstanding shares are duly authorized, validly legally issued, fully paid paid, and nonassessablenon-assessable and not issued in violation of the preemptive or other rights of any person. Except as contemplated herein, (ii) 2,834,917 Purchaser Shares were issuable as of the date hereof and the Closing Date, no shares of Banjo’s common stock are or will be reserved for issuance upon the exercise of share outstanding options granted pursuant to purchase the Purchasercommon stock; and no shares of common stock are or will be reserved for issuance upon the exercise of outstanding warrants to purchase shares of Banjo common stock. 163,938,545 shares of Banjo’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively common stock (the “Purchaser OptionsConversion Shares”) are reserved for issuance for conversion of debt. All outstanding shares of Banjo common stock have been issued and granted in compliance with (i) all applicable securities laws and (iiiin all material respects) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) other applicable laws and regulations, and (ivii) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued all requirements set forth in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there applicable Contracts. (b) There are no subscriptions, options, warrants, convertible securities equity securities, partnership interests or other similar ownership interests, calls, rights (including preemptive rights), agreements, arrangements commitments or commitments agreements of any character relating to the Purchaser Shares which Banjo is a party or by which it is bound obligating the Purchaser Banjo to issue issue, deliver or sell any Purchaser Sharessell, or any other interest incause to be issued, the Purchaser. There are no outstanding contractual obligations of the Purchaser to delivered or sold, or repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds toacquire, or make any investment (in cause the form of a loanrepurchase, capital contribution redemption or otherwise) inacquisition of, any shares of capital stock, partnership interests or similar ownership interests of Banjo or obligating Banjo to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There is no plan or arrangement to issue shares of Banjo common stock, except as set forth in this Agreement. There are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other Person. The Purchaser Shares constitute all agreement or understanding to which Banjo is a party or by which it is bound with respect to any equity security of any class of Banjo, and there are no agreements to which Banjo is a party, or which Banjo has knowledge of, which conflict with this Agreement or the issued and outstanding share capital of transactions contemplated herein or otherwise prohibit the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser Shareshereunder.

Capitalization. (ai) The authorized capital stock of the Purchaser Company consists of 150,000,000 Purchaser Shares(1) 5,000,000 shares of Common Stock, par value $1.00 per share and (2) 100,000 shares of preferred stock, no par value per share. As of December 8the date hereof, 2008, (i) 56,120,785 Purchaser Shares were issued and there are 1,850,310 shares of Common Stock outstanding, all . All of which the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessablenon-assessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise have been issued in compliance in all material respects with all applicable federal and state securities Laws, and none of share options granted pursuant such outstanding shares was issued in violation of any preemptive rights or similar rights to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units subscribe for or purchase any capital stock of the Purchaser were outstanding under Company. The shares of Series B Preferred Stock (upon filing of the Purchaser’s 2007 Share Incentive Plan related Certificate of Designations with the Secretary of State of the State of Delaware) will be duly authorized by all necessary corporate action, and when issued and sold against receipt of the consideration therefor as provided in this Agreement, such shares of Series B Preferred Stock will be validly issued, fully paid and non-assessable and free of preemptive rights except for those stated herein. The shares of Common Stock (and, upon filing of the “Restricted Share Units”Certificate of Amendment, the Non-Voting Common Stock) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the Series B Preferred Stock will have been duly authorized by all necessary corporate action and when so issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities upon such conversion or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller exercise will be duly authorized, validly issued, fully paid and nonassessable non-assessable, and free of preemptive rights except for those stated herein. The Company will reserve, free of any Encumbrancespreemptive or similar rights of shareholders of the Company, a number of unissued shares of Common Stock and Non-Voting Common Stock, sufficient to issue and deliver the Underlying Shares into which the Series B Preferred Stock or Non-Voting Common Stock is convertible. No shares of the Company’s outstanding capital stock are subject to preemptive rights or any other similar rights. 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 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. Except as set forth on Schedule 3.1(g), there are no material outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is bound. Except for the Lock-Up Registration Rights Agreement, if applicable, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect arrangements under which the Company or any of its Subsidiaries is obligated to register the voting or transfer sale of any of its securities under the Purchaser SharesSecurities Act. There are no outstanding securities or instruments of the Company or any of its Subsidiaries that contain any redemption or similar 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. The Company and its Subsidiaries do not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. Neither the Company nor any of its Subsidiaries has any liabilities or obligations required to be disclosed in the Company Financial Statements but not so disclosed in the Company Financial Statements, which, individually or in the aggregate, would reasonably be expected to be material to the Company or any of its Subsidiaries. There are no securities or instruments issued by or to which the Company or any of its Subsidiaries is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares pursuant to this Agreement and the other Transaction Documents. (ii) Immediately following the Closing, (a) 1,945,874 shares of Common Stock, and (b) 46,750 shares of Series B Preferred Stock will be issued and outstanding.

Capitalization. (a) The authorized capital of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were issued The entire Membership Interest (including, for all purposes under this Article V, the Purchased Interest) is owned beneficially and outstandingof record by Parent, and (ii), immediately prior to the Conversion, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise shares of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively capital stock of Pre-Conversion Corporation (the “Purchaser OptionsPre-Contribution Shares”) were owned beneficially and of record by Parent, in each case of clauses (i) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) ii), with good and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued marketable title thereto, free and outstanding Purchaser Shares were issued in violation clear of any preemptive rightsLien (other than a encumbrances arising out of, under or in connection with applicable securities Laws). Except for the Purchaser NoteMembership Interest (and prior to the Conversion, the Purchaser OptionsPre-Conversion Shares), no other Capital Stock of BR-NV has been issued or granted, and no other Capital Stock is outstanding. The Membership Interest has been, and immediately prior to the Pre-Closing Contribution, the Restricted Share UnitsPre-Contribution Shares was, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaserduly authorized and validly issued in accordance with applicable Laws. There are no outstanding contractual obligations Contracts of any kind to which Parent or BR-NV is party to (or by which either of them is bound) requiring the issuance, purchase or redemption after the date hereof of any Capital Stock of BR-NV. There are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to BR-NV or declared and unpaid dividends in respect of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment Capital Stock of BR-NV. (in the form of a loan, capital contribution or otherwiseb) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Shareholder Agreement, there are no neither Parent nor BR-NV is a party to or bound by any shareholders agreement, proxy, voting trusts, shareholder agreements, proxies agreement or other agreements or understandings in effect with respect registration rights agreement relating to the voting Capital Stock of Parent or transfer BR-NV or any other Contract relating to the sale, transfer, voting, registration, acquisition, distribution rights or disposition of any of the Purchaser SharesCapital Stock of either Company or otherwise granting any Person any right in respect of the Capital Stock of either Company. There are no existing restrictions on the transfer of any portion of the Membership Interest, and immediately prior the Conversion, there were no restrictions on the ability of the Parent and BR-NV to effect the Conversion.

Capitalization. (a) The authorized capital stock of the Purchaser consists Company is 10,000,000 shares of 150,000,000 Purchaser SharesCommon Stock, $.01 par value per share. As of December 8Except as contemplated by this Agreement and as set forth in the Proxy Statement, 2008, there are (i) 56,120,785 Purchaser Shares were no outstanding subscriptions, warrants, options, conversion privileges or other rights or agreements obligating the Company or Neonode AB to purchase or otherwise acquire or issue any shares of capital stock of the Company or Neonode AB (or shares reserved for such purpose), (ii) no preemptive rights contained in the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), By-Laws of the Company or contracts to which the Company is a party (other than preemptive rights under the Bridge Notes, which have been waived) or rights of first refusal with respect to the issuance of additional shares of capital stock of the Company, and (iii) no commitments or understandings (oral or written) of the Company or Neonode AB to issue any shares, warrants, options or other rights. Except as disclosed in the Proxy Statement, (x) all the issued and outstanding, all outstanding shares of which are the Subsidiary’s capital stock have been duly authorized, authorized and validly issued, are fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares have been issued in compliance with applicable federal and state securities laws, were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were not issued in violation of or subject to any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities rights or other rightsrights to subscribe for or purchase securities, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (y) except as disclosed in the form of a loan, capital contribution Proxy Statement or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trustsoutstanding options to purchase, shareholder agreements, proxies or any preemptive rights or other agreements rights to subscribe for or understandings in to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary’s capital stock or any such options, rights, convertible securities or obligations, and (z) the Company owns 100% of the outstanding equity of each Subsidiary. The Proxy Statement sets forth accurately and completely the capitalization of the Company as of the date hereof and the anticipated capitalization of SBE after giving effect with respect to the voting or transfer of any of Merger, but without giving effect to the Purchaser SharesNotes.

Capitalization. (a) The As of the date of this Agreement, the authorized share capital of the Purchaser Investor consists of 150,000,000 Purchaser (i) 500,000,000 Investor Class A Shares, (ii) 50,000,000 shares of Investor Class B Shares, and (iii) 5,000,000 preference shares, par value $0.0001 per share (“Investor Preferred Shares”). As of December 8the date hereof and as of immediately prior to the Closing (without giving effect to the Investor Share Redemptions, 2008or the Investor Class B Share Conversion), (i1) 56,120,785 Purchaser 11,930,000 Investor Class A Shares were are and will be issued and outstanding, (2) 2,875,000 Investor Class B Shares are and will be issued and outstanding, and (3) no Investor Preferred Shares are and will be issued and outstanding. The Equity Securities set forth in this Section 6.2(a) comprise all of the Equity Securities of the Investor that are issued and outstanding (without giving effect to the Investor Share Redemptions, or the Investor Class B Share Conversion). (b) Except as (w) set forth in the Investor SEC Documents, (x) set forth on Section 6.2(b) of the Investor’s Disclosure Letter, or (y) set forth in this Agreement (including as set forth in Section 6.2(a)), the Ancillary Agreements or the Investor Governing Documents: (i) there are no outstanding options, warrants, Contracts, calls, puts, bonds, debentures, notes rights to subscribe, conversion rights or other similar rights to which the Investor is a party or which are binding upon Investor providing for the offer, issuance, redemption, exchange, conversion, voting, transfer, disposition or acquisition of any of its Equity Securities; (ii) Investor is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Equity Securities; (iii) Investor is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any of its Equity Securities; and (iv) there are no contractual equityholder preemptive or similar rights, rights of first refusal, rights of first offer or registration rights in respect of Equity Securities of Investor. (c) All of the issued and outstanding Equity Securities of the Investor, have been duly authorized, validly issued, fully paid and nonassessablenon-assessable and free of any preemptive rights in respect thereto, (ii) 2,834,917 Purchaser Shares and were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were not issued in violation of any preemptive rights. , call options, rights of first refusal or similar rights of any Person or applicable Law, other than in each case Securities Liens. (d) Except for as set forth on Section 6.2(d) of the Purchaser NoteInvestor’s Disclosure Letter, the Purchaser OptionsInvestor does not own, the Restricted Share Unitsdirectly or indirectly, there are no optionsany Equity Securities, warrants, convertible securities participation or voting right or other rightsinvestment (whether debt, agreements, arrangements equity or commitments otherwise) in any Person (including any Contract in the nature of any character relating to the Purchaser Shares a voting trust or obligating the Purchaser to issue similar agreement or sell any Purchaser Shares, understanding) or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem equity equivalents in or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, issued by any other Person. The Purchaser . (e) Upon issuance and delivery of the Investor Class C Shares constitute to the Company at the Closing, and upon the further distribution of the Investor Class C Shares to the ML Parties, such Investor Class C Shares will (i) be duly authorized and validly issued, and fully paid and nonassessable, (ii) be issued in compliance in all material respects with applicable Law, (iii) not be issued in breach or violation of any preemptive rights or any Contract, (iv) be issued to the Company with good and valid title, free and clear of any Liens other than Securities Liens, and (v) represent all of the Investor Class C Shares issued or outstanding. (f) Other than up to $1,500,000 of working capital loans that may be incurred during the Pre-Closing Period (and outstanding share for the avoidance of doubt, to the extent such working capital loans are used to pay Investor Transaction Expenses and such working capital loans are repaid in cash at the Closing, such amounts shall constitute Investor Transaction Expenses for all purposes of the Purchaser. Upon consummation of the transactions contemplated by this Agreement), the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are Investor has no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect Liability with respect to the voting or transfer of any of the Purchaser Sharesindebtedness for borrowed money.

Capitalization. (a) The authorized capital equity interests of the Purchaser consists Company consist solely of 150,000,000 Purchaser shares of common stock, par value $.001 per share (the “Shares”). As of December 8, 2008, (i) 56,120,785 Purchaser Shares were issued and outstandingthe date hereof, all of which the issued and outstanding Shares, including the Purchased Stock, are held beneficially and of record by Seller. All of the issued and outstanding Shares, including the Purchased Stock, were duly authorized, authorized for issuance and are validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares non-assessable and were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights. . (b) Except for the Purchaser Note, Citibank Lien which will be released prior to or at the Purchaser Options, the Restricted Share UnitsClosing, there are no existing options, warrants, convertible calls, rights or Contracts to which Seller or the Company is a party requiring, and there are no securities of the Company outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional Shares or other rightsequity interests of the Company or other securities convertible into, agreements, arrangements exchangeable for or commitments of any character relating evidencing the right to the Purchaser Shares subscribe for or obligating the Purchaser to issue or sell any Purchaser purchase Shares, including the Purchased Stock, or any other interest inequity interests of the Company. Except as set forth on Schedule 4.4(b), the Purchaser. There there are no outstanding contractual obligations obligations, contingent or otherwise, of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or Company to provide material funds to, or make any material investment in (in the form of a loan, capital contribution or otherwise) in), or provide any guarantee with respect to the obligations of, any other Person. The Purchaser Shares constitute all Except as set forth on Schedule 4.4(b), there are no outstanding equity appreciation, phantom equity, profit participation or similar rights with respect to the Company. There are no bonds, debentures, notes or other Indebtedness of the issued and outstanding share capital Company having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any matters on which stockholders (or other equity holders) of the PurchaserCompany may vote. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there There are no voting trusts, shareholder agreements, irrevocable proxies or other agreements Contracts or understandings in effect to which the Company or Seller is a party or is bound with respect to the voting or transfer consent of any of Shares, including the Purchaser SharesPurchased Stock.

Capitalization. (a) The Except as may be impacted by the Conversion, the authorized capital equity capitalization of the Purchaser Company consists of 150,000,000 Purchaser Shares. As five thousand (5,000) shares of December 8common stock, 2008par value one dollar ($1.00) per share, of which two thousand (i2,000) 56,120,785 Purchaser Shares were shares are issued and outstandingoutstanding and held of record by Seller. Following the Conversion, all the authorized equity capitalization of the Company consists of one class of membership interests of the Company, 100% of which is held of record by NewCo. The Shares (or following the Conversion, the Interests) are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares non-assessable and were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were not issued in violation of of, and are not currently subject to, any preemptive rightsright, right of first refusal or other similar right. Except for The Company has no other shares of capital stock or other Equity Interests issued or outstanding. All of the Purchaser NoteShares (or following the Conversion, the Purchaser OptionsInterests) and all of the Equity Interests of the Company were offered, issued, sold and delivered by the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments Company in compliance with all applicable Laws governing the issuance of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchasersecurities. There are no outstanding contractual obligations of the Purchaser to repurchaseor authorized equity appreciation, redeem phantom equity, performance units or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect similar rights with respect to the voting Company. None of Seller, NewCo, Merger Sub and the Company is party to any Contract with a third party with respect to the voting, sale, transfer or purchase of the Shares (or following the Conversion, the Interests) or such Equity Interests (as applicable) and no Person has any outstanding or authorized option, warrant, right, call, commitment, subscription right, conversion right, exchange right, preemptive right or other securities or agreements or any right or privilege capable of becoming an option, warrant, right, call, commitment, subscription right, conversion right, exchange right, preemptive right or other security or agreement pursuant to which (i) Seller, NewCo, Merger Sub or the Company is or may become obligated to issue, sell, transfer of or otherwise dispose of, redeem or acquire any of the Purchaser SharesShares (or following the Conversion, the Interests) or any Equity Interest of the Company or (ii) the Company has granted, or may be obligated to grant, to any Person other than Seller or NewCo, a right to participate in the profits of the Company. No bonds, debentures or other Indebtedness of the Company have the right to vote (or are convertible or exchangeable into securities having the right to vote) on any matters on which the equityholders of the Company may vote.

Capitalization. (a) The authorized capital stock of the Purchaser Company consists of 150,000,000 Purchaser Shares90,000,000 shares of which 75,000,000 shares are designated Common Stock and 15,000,000 shares are designated blank check preferred stock, par value $0.0001 per share (the “Preferred Stock”). As Immediately before the Closing there will be 4,107,000 shares of December 8, 2008, (i) 56,120,785 Purchaser Shares were the Common Stock issued and outstanding, all no shares of which Preferred Stock issued and outstanding. Immediately following the Closing, and upon issuance of the Merger Shares and assuming the full amount of 2,500,000 shares of Common Stock have been sold in the Offering, there shall be 40,000,000 shares of Common Stock issued and outstanding, no shares of preferred stock issued and outstanding. All of the issued and outstanding shares of the Common Stock and Preferred Stock are duly authorized, validly issued, fully paid paid, nonassessable and nonassessablefree of all pre-emptive rights. There are no outstanding or authorized options, (ii) 2,834,917 Purchaser Shares were issuable warrants, rights, agreements or commitments to which the Company is a party or which are binding upon the exercise Company providing for the issuance or redemption of share options granted pursuant any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock PlanCompany. There are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), respectively registration under the Securities Act, or sale or transfer (the including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “Purchaser Options”drag-along” rights) and (iii) 149,400 restricted share units of any securities of the Purchaser were outstanding under Company. There are no agreements among other parties to which the Purchaser’s 2007 Share Incentive Plan Company is a party and by which it is bound, with respect to the voting (the including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “Restricted Share Units”drag-along” rights) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of any securities of the Purchaser NoteCompany. None All of the issued and outstanding Purchaser Shares shares of the Common Stock were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible compliance with applicable federal and state securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Personlaws. The Purchaser Merger Shares constitute all of to be issued at the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by Closing pursuant this Agreement, when issued and delivered in accordance with the Purchaser Shares issued to the Seller will terms hereof, shall be duly authorized, and validly issued, fully paid and nonassessable and free of any Encumbrancesall preemptive rights. (b) The authorized capital stock of Acquisition consists of 2,000 shares of common stock, par value $0.00001 per share, of which 1,000 shares will be issued and outstanding. Except All of the issued and outstanding shares of common stock of Acquisition are owned by the Company. All the issued and outstanding shares of common stock of Acquisition are duly authorized, validly issued, fully paid, nonassessable and free of all pre-emptive rights. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which Acquisition is a party or which are binding upon Acquisition providing for the Lock-Up Agreement, there issuance or redemption of any of its capital stock. There are no voting trustsoutstanding or authorized stock appreciation, shareholder agreements, proxies phantom stock or other similar rights with respect to Acquisition. There are no agreements to which Acquisition is a party or understandings in effect by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of Acquisition. (c) Acquisition is a wholly-owned subsidiary of the Purchaser SharesCompany that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date.

Capitalization. (a) The authorized capital stock of the Purchaser consists of 150,000,000 Purchaser an unlimited number of Common Shares. As , an unlimited number of December 8preferred shares and an unlimited number of Restricted Shares of which 92,172,028 Common Shares, 2008, (i) 56,120,785 Purchaser nil preferred shares and nil Restricted Shares were are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units outstanding as of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion date of the Purchaser Notethis Agreement. None All of the issued and outstanding Purchaser Common Shares have been duly authorized and validly issued and are fully paid and non-assessable, and were issued in compliance with all Applicable Laws and are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive rights. Except for right, subscription right or any similar right under any provision of applicable Law, the constating documents of the Purchaser Noteor any Contract to which the Purchaser is a party or otherwise bound. (b) Schedule 3.3.10 sets forth, as of the date hereof, a true, correct and complete list of each registered holder of Common Shares, including the name of the holder of such Common Shares ("Common Shares Holders") and the number of Common Shares registered to such holders. The Common Shares Holders own, beneficially and of record, all of the outstanding shares of capital stock of the Purchaser. (c) Schedule 3.3.10 sets forth, as of the date hereof, a true, correct and complete list of each outstanding option, warrant or other right to acquire Common Shares or other equity securities of the Purchaser or any interest in Common Shares or other equity securities of the Purchaser (each a "Derivative"), including the name of the holder of each such Derivative, the number of Common Shares or other equity securities subject to each such Derivative, and the exercise price per share of each such Derivative. All outstanding Derivatives have been duly authorized and validly issued, are fully paid and were issued in compliance with all Applicable Laws and are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Applicable Law, the constating documents of the Purchaser or any Contract to which the Purchaser is a party or otherwise bound. (d) Other than the outstanding Derivatives, pursuant to the other Transaction Documents, pursuant to this Agreement, and pursuant to the OB Transaction, the Purchaser Options, the Restricted Share Units, there are no has no: (i) outstanding options, warrants, convertible securities or other rights, agreementsconvertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or commitments undertakings of any character relating kind to which the Purchaser is a party or by which it is bound obligating it to issue, deliver or sell, or cause to be issued, delivered or sold, additional Common Shares of or obligating the Purchaser to issue other equity (or sell any Purchaser Sharesphantom equity) interests in, or any security convertible or exercisable for or exchangeable into any Common Shares of or other equity interest in, in the Purchaser. There are no outstanding contractual obligations No holder of indebtedness of the Purchaser has any right to repurchase, redeem convert or otherwise acquire exchange such indebtedness for any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital stock of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. . (e) Except for this Agreement and the Lock-Up OB Agreement, there are is no voting truststrust, shareholder agreements, proxies proxy or other agreements agreement or understandings in effect understanding with respect to the voting or transfer of any capital stock of the Purchaser SharesPurchaser. Other than the outstanding Derivatives, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar equity awards with respect to the Purchaser.

Capitalization. (a) The authorized capital stock of the Purchaser Company consists of 150,000,000 Purchaser Shares300,000,000 shares of Common Stock and 10,000,000 shares of preferred stock. As set forth in the SEC Documents as of December 8, 2008, (i) 56,120,785 Purchaser Shares were issued and outstandingthe date set forth therein, all of which the Company’s outstanding shares of capital stock have been duly authorized and validly issued and are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares have been issued in compliance with all federal and state securities laws, and were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were not issued in violation of or subject to any preemptive rightsright or other rights to subscribe for or purchase securities. Except for as disclosed in the Purchaser Note, the Purchaser Options, the Restricted Share UnitsSEC Documents, there are no existing options, warrants, convertible securities calls, subscriptions or other rights, agreements, arrangements or commitments of any character character, relating to the Purchaser Shares issued or unissued capital stock of the Company, obligating the Purchaser Company to issue issue, transfer, sell, redeem, purchase, repurchase or sell otherwise acquire or cause to be issued, transferred, sold, redeemed, purchased, repurchased or otherwise acquired any Purchaser Sharescapital stock or voting debt of, or any other equity interest in, the Purchaser. There are no outstanding contractual Company or securities or rights convertible into or exchangeable for such shares or equity interests or obligations of the Purchaser Company to repurchasegrant, redeem extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. Neither the execution of this Agreement nor the issuance of Common Stock or other securities pursuant to any provision of this Agreement or the Pre-Funded Warrant will give rise to any preemptive rights or rights of first refusal on behalf of any Person or result in the triggering of any anti-dilution or other similar rights (including a rights distribution under any “poison pill” plan or similar arrangement). Other than the Common Stock, there are no other shares of any other class or series of capital stock of the Company issued or outstanding. 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”), are included in the SEC Documents, and the Company shall not amend or otherwise acquire any Purchaser Shares modify the Certificate of Incorporation or Bylaws prior to provide funds to, or make any investment (the Closing. Except as disclosed in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up AgreementSEC Documents, there are no voting trusts, shareholder agreements, proxies buy-sell agreements, option or right of first purchase agreements or other agreements or understandings in effect with respect to of any kind among the voting or transfer of Company and any of the Purchaser Sharessecurity holders of the Company relating to the securities of the Company held by them.

Capitalization. (a) The At the date of this Agreement, the authorized share capital of the Purchaser consists is $50,000.00 divided into 500,000,000 Purchaser Ordinary Shares of 150,000,000 which 7,544,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Ordinary Shares were have been issued and outstanding, all are outstanding as of the date hereof including 1,437,500 of which are Purchaser Founder Shares. Except for the Purchaser Securities as described in the IPO prospectus, no other shares or other voting securities of Purchaser are issued, reserved for issuance or outstanding. All issued and outstanding Purchaser Ordinary Shares are, and all Consideration Shares, when issued, will be, duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant nonassessable and not subject to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were or issued in violation of any purchase option, right of first refusal, preemptive rights. Except for the Purchaser Noteright, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, subscription right or any other interest insimilar right under any provision of Cayman Islands Law, the Purchaser’s Organizational Documents or any contract to which Purchaser is a party or by which Purchaser is bound. There Other than as described in the IPO Prospectus, there are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Ordinary Shares or any capital equity of Purchaser. Other than as described in the IPO Prospectus, there are no outstanding contractual obligations of Purchaser to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. . (b) The Purchaser Shares constitute all of the issued and outstanding authorized share capital of the Purchaser. Upon consummation Merger Sub is $50,000.00 divided into 500,000,000 ordinary shares of par value $0.0001 each (the “Merger Sub Share”) of which 1 share of the transactions contemplated by this AgreementMerger Sub Share is issued and outstanding as of the date hereof. No other shares or other voting securities of Merger Sub are issued, the Purchaser Shares reserved for issuance or outstanding. All issued to the Seller will be and outstanding of Merger Sub Share(s) are duly authorized, validly issued, fully paid and nonassessable and free not subject to or issued in violation of any Encumbrancespurchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Cayman Islands Law, the Merger Sub’s Organizational Documents or any contract to which Merger Sub is a party or by which Merger Sub is bound. Except for as set forth in the Lock-Up AgreementMerger Sub’s Organizational Documents, there are no voting trustsoutstanding contractual obligations of Merger Sub to repurchase, shareholder agreementsredeem or otherwise acquire any Merger Sub Share(s) or any share capital or equity of Merger Sub. There are no outstanding contractual obligations of Merger Sub to provide funds to, proxies or make any investment (in the form of a loan, capital contribution or otherwise) in, any other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser SharesPerson.

Capitalization. (a) The authorized and issued capital stock of the Purchaser consists Company is as set forth in SCHEDULE 2.5. All of 150,000,000 Purchaser Shares. As the presently outstanding shares of December 8, 2008, (i) 56,120,785 Purchaser Shares were capital stock of the Company have been validly authorized and issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable. The Series A Preferred have been validly authorized and, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted when delivered and paid for pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrancesall encumbrances and restrictions, except restrictions on transfer imposed by applicable securities laws. The relative rights, preferences, restrictions and other provisions relating to the Series A Preferred are as set forth in EXHIBIT A. The Company has authorized and reserved for issuance upon conversion of the Series A Preferred not less than 10,000,000 shares of its Class B Common Stock and not less than 10,000,000 shares of its Common Stock, and the Conversion Shares will be, when and if issued, validly authorized and issued, fully paid and nonassessable, and free of all encumbrances and restrictions, except restrictions on transfer imposed by applicable securities laws. Except as provided in SCHEDULE 2.5, the Company has not issued any other shares of its capital stock and there are no outstanding options, warrants, subscriptions or other rights or obligations to purchase or acquire any of such shares, nor any outstanding securities convertible into or exchangeable for such shares. Except as disclosed on SCHEDULE 2.5 or as contemplated under this Agreement (and the Lock-Up Agreementother agreements executed in connection herewith), there are no voting trustsagreements to which the Company is a party or has knowledge regarding the issuance, shareholder agreementsregistration, proxies or other agreements or understandings in effect with respect to the voting or transfer of or obligation (contingent or otherwise) of the Company or any Subsidiary to repurchase or otherwise acquire or retire or redeem any of its outstanding shares of capital stock. No dividends are accrued but unpaid on any capital stock of the Purchaser SharesCompany.

Capitalization. (a) Purchaser is authorized to issue up to 500,000,000 shares of Class A common stock, par value $0.0001 per share, 100,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. The authorized capital issued and outstanding Purchaser Securities as of the date of this Agreement are set forth on Schedule 4.5(a). All outstanding shares of Purchaser consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were issued and outstanding, all of which Securities are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant non-assessable and are not subject to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were or issued in violation of any purchase option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of law, Purchaser’s Organizational Documents or any Contract to which Purchaser is a party. None of the outstanding Purchaser Securities has been issued in violation of any applicable securities Laws. (b) [Intentionally Omitted] (c) Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, as set forth in Schedule 4.5(a) or Schedule 4.5(c) there are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements arrangements, Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued shares of Purchaser Shares or (B) obligating the Purchaser to issue issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any Purchaser Sharesoptions or shares or securities convertible into or exchangeable for such shares, or (C) obligating Purchaser to grant, extend or enter into any such option, warrant, call, subscription or other interest inright, agreement, arrangement or commitment for such capital shares. Other than the Purchaser. There Redemption or as expressly set forth in this Agreement, there are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any shares of Purchaser Shares or to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) in, in any other Person. The Except as set forth in Schedule 4.5(c), there are no stockholders agreements, voting trusts or other agreements or understandings to which Purchaser Shares constitute all is a party with respect to the voting of any shares of Purchaser. (d) All Indebtedness of Purchaser as of the issued date of this Agreement is disclosed on Schedule 4.5(d). No Indebtedness of Purchaser contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Purchaser or (iii) the ability of Purchaser to grant any Lien on its properties or assets. (e) Since the date of formation of Purchaser, and outstanding share capital of the Purchaser. Upon consummation of the transactions except as contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorizedhas not declared or paid any distribution or dividend in respect of its shares and has not repurchased, validly issuedredeemed, fully paid or otherwise acquired any of its shares, and nonassessable and free Purchaser’s board of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of directors has not authorized any of the Purchaser Sharesforegoing.

Capitalization. (a) The authorized capital stock of the Purchaser Corporation consists of 150,000,000 Purchaser Shares1,000 common shares, par value $0.00 per share (the “Common Stock. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were The issued and outstanding shares of capital stock of the Corporation consist of 1,000 shares of Common Stock. Such issued and outstanding shares of Common Stock (collectively, the “Shares”) are the only shares of capital stock of the Corporation that are outstanding, all and no options to purchase any shares of which the capital stock of the Corporation are outstanding. No shares of capital stock are held in treasury. (b) All of the Shares are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise are held of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan record and 1999 Stock Plan, respectively (the “Purchaser Options”) owned beneficially by Seller and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were have not been issued in violation of any preemptive rights, rights of first refusal, rights of first offer or similar rights of any Person. Except for The offer, sale and issuance of the Purchaser Note, outstanding Equity Interests of the Purchaser Options, Corporation have been made in compliance with all applicable federal securities laws and state securities or “blue sky” laws. (c) Other than the Restricted Share UnitsShares, there are no outstanding voting or non-voting securities of the Corporation, stock appreciation, phantom stock, performance units or similar rights with respect to the Corporation, securities of the Corporation convertible into or changeable for voting or non-voting securities, or options, warrants, convertible securities purchase rights, subscription rights, conversion rights, exchange rights, preemptive rights or other rightsContracts that could require the Corporation to issue, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Sharessell, or otherwise cause to become outstanding any other interest inEquity Interest in the Corporation, the Purchaserand no authorization therefor has been given. There are no outstanding contractual obligations of the Purchaser Corporation to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share Corporation’s capital of the Purchaserstock. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there There are no stockholders’ agreements or voting trusts, shareholder agreements, proxies or other agreements or understandings in effect to which the Corporation is a party or by which it is bound with respect to the voting voting, transfer or transfer other disposition of Equity Interests of the Corporation or otherwise related to any Equity Interest of the Corporation or relating to the rights of any Person, whether or not an equity holder, to any proceeds, income, revenue or other economic entitlement in respect of the Purchaser SharesCorporation. No bonds, debentures or other Indebtedness of the Corporation have the right to vote (or are convertible or exchangeable into securities having the right to vote) on any matters on which the equity holders of the Corporation may vote. (d) Except for trade payables and other current liabilities incurred in the ordinary course of business that are not more than one month past due, Section 3.3(d) of the Disclosure Schedules contains a complete and accurate list of all outstanding Indebtedness, including Warehouse Facilities, of the Corporation as of the date hereof, including all amounts outstanding or, in the case of each Warehouse Facility, the commitment amount, with respect thereto.

Capitalization. (a) The authorized capital of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8, 2008, of: (i) 56,120,785 Purchaser Shares were issued an unlimited number of common shares; and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise an unlimited number of share options granted pursuant to special shares. (b) Section 5.8 of the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (Disclosure Letter sets forth the “Purchaser Options”) and (iii) 149,400 restricted share units number of common shares of the Purchaser were issued and outstanding under as of the close of business on the date of this Agreement. (c) There are no shareholder agreements, voting trusts or other agreements or understandings to which the Purchaser is a party with respect to the voting of the capital stock or other equity interests of the Purchaser. (d) As of the date hereof, except as set out in Section 5.8 of the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share UnitsDisclosure Letter, there are no shares, options, warrants, convertible securities stock appreciation rights, restricted stock units, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character relating whatsoever to which the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem its Subsidiaries is a party or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of which any of the Purchaser or its Subsidiaries may be bound, obligating or which may obligate the Purchaser or any of its Subsidiaries to issue, grant, deliver, extend, or enter into any such share, option, warrant, stock appreciation right, restricted stock unit, conversion privilege or other right, agreement, arrangement or commitment. (e) All outstanding Purchaser Shares have been duly authorized and validly issued and are fully paid and non-assessable. (f) The Consideration Shares, when delivered by the Purchaser under this Agreement, shall have been duly and validly authorized and issued as fully-paid and non-assessable shares in accordance with applicable Law, free and clear of all Liens, and shall be conditionally approved for listing and trading on the TSX and NYSE subject to satisfaction of customary conditions and shall be freely transferable, subject to the terms of this Agreement.

Capitalization. (a) The authorized capital stock of the Purchaser Vast consists of 150,000,000 Purchaser Shares. As 50,000,000 shares of December 8Common Stock, 2008$.0001 par value, (i) 56,120,785 Purchaser Shares were and 5,000,000 shares of preferred stock, $.0001 par value, of which 16,444,465 shares of common stock are issued and outstanding. There are no shares of preferred stock issued or outstanding and no commitment exists to issue any preferred stock. Vast has no outstanding bonds, all 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 Vast on any matter. All issued and outstanding shares of Vast Stock are duly authorized, validly issued, fully paid and paid, nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise free of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan preemptive or rescission rights, and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation compliance with all applicable federal and state securities laws. There are not, at the date of this Agreement, any preemptive rights. Except for the Purchaser Noteauthorized, the Purchaser Optionsissued, the Restricted Share Units, there are no or outstanding options, warrants, calls, subscriptions, convertible securities securities, conversion privileges, preemptive rights, or other rights, agreements, arrangements or commitments of any character relating (whether or not presently exercisable) that obligate Vast to the Purchaser Shares or obligating the Purchaser to issue issue, transfer, or sell any Purchaser Shares, shares of capital stock or other securities convertible into or evidencing the right to purchase or otherwise acquire any other interest in, the Purchasercapital stock of Vast. There are no outstanding contractual obligations or authorized stock appreciation, phantom stock, profit participation, or similar plans, contracts, or rights with respect to Vast that are effective as of the Purchaser date hereof or that have been executed or agreed to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all as of the issued and outstanding share capital of date hereof with an effective date after the Purchaserdate hereof. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there There are no stockholders' agreements, voting trusts, shareholder agreementsproxies, proxies or other agreements or understandings in effect with respect to the voting of the capital stock of Vast to which Vast is a party that are presently effective or have been executed or agreed to as of the date hereof or, to the best knowledge of Vast, to which any officer or director of Vast or any stockholder owned or controlled by such officer or director is or will be a party, except in accordance with the terms hereof. There are no restrictions upon the sale, voting, or transfer of any shares of Vast Stock pursuant to Vast's Certificate of Incorporation, Bylaws, or other governing instruments (other than restrictions typically applicable to unregistered stock under the Purchaser SharesSecurities Act).

Capitalization. (a) The authorized capital of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares On the date of this Agreement, 44,547,000 shares of common stock of AEGY were issued and outstanding, all of which are were duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan non-assessable and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares none were issued in violation of any preemptive rights; (ii) no shares of AEGY were reserved for issuance upon the exercise of outstanding options, warrants or other rights to purchase shares; and (iii) no shares of AEGY stock were held in the treasury of AEGY. Except for as set forth above, as of the Purchaser Notedate hereof, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities shares or other rightsvoting securities of AEGY are issued, agreements, arrangements reserved for issuance or commitments outstanding and no shares or other voting securities of any character relating to AEGY shall be issued or become outstanding after the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaserdate hereof. There are no outstanding contractual obligations bonds, debentures, notes or other indebtedness or securities of AEGY that have the Purchaser right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of AEGY may vote. All shares of AEGY subject to issuance as described above shall, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. (ii) AEGY has no contract or other obligation to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds toshares of AEGY stock, or make any investment (in the form of a loan, capital contribution or otherwise) in, in any other Person. The Purchaser Shares constitute all There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued shares or other securities of AEGY. None of the outstanding equity securities or other securities of AEGY was issued and outstanding share capital in violation of the Purchaser. Upon consummation Securities Act of the transactions contemplated by this Agreement1933 or any other legal requirement. (iii) AEGY currently has 75 million shares of common stock, the Purchaser Shares issued to the Seller will be duly par value $0.001 per share, authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser Shares.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Purchaser Alpha consists of 150,000,000 Purchaser (i) 100 million Alpha Shares, of which 62,224,580 shares are outstanding, and (ii) 10 million shares of preferred stock, $.01 par value, none of which is outstanding. As of December 8the date of this Agreement, 2008, (i) 56,120,785 Purchaser Shares were there are issued and outstandingoutstanding options to acquire 1,269,194 Alpha Shares (the “Options”). Except as disclosed in the Public Reports, as of the date of this Agreement, there are no Commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any Equity Interests (other than such Options), and there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company. All Equity Interests issued by Alpha have been issued in compliance with the Securities Act and applicable state securities Laws. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the Equity Interests of Alpha. All of the Alpha Shares to be issued to Shareholders have been and are duly authorized and, upon consummation of the transactions contemplated hereby, will be validly issued, fully paid, and nonassessable. The Alpha Shares to be issued to Shareholders, at the time of issuance, will be free and clear of any restrictions on transfer (other than restrictions on transfer imposed under the Securities Act), taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, preemptive rights and demands. There are no stockholder agreements, voting trusts or other agreements or understandings to which Alpha is a party or by which it is bound relating to the voting of any of Alpha Shares. The entire equity capitalization of Merger Sub consists of its membership interests, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation are owned of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued record and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated beneficially only by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser SharesParent.

Capitalization. (a) The authorized capital Section 4.3 of the Purchaser consists Vendor Disclosure Schedule sets forth a complete and accurate list of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued shares or other equity or voting interests of each of the Conveyed Subsidiary Entities as at the Signing Date, including the number and class of such interests and the ownership thereof. (b) All of the equity or voting interests in violation of any preemptive rightsthe Conveyed Subsidiary Entities are duly authorized, fully paid and are validly issued. Except for pursuant to this Agreement and the Purchaser NoteAlaska Storage LLC Agreement, the Purchaser OptionsConveyed Subsidiary Interests are not subject to any voting trust agreement or similar arrangement relating to the voting of such shares, partnership units or other equity or voting interests. (c) Upon completion of the Pre-Closing Reorganization, all of the outstanding equity or voting interests of NewCo, New APC and New ENSTAR will be duly authorized, fully paid and validly issued, and immediately prior to the Closing, Vendor will own all of the Purchased Member Interests and NewCo will own, directly or indirectly, all of the Conveyed Subsidiary Interests. Except pursuant to this Agreement and the Transaction Documents, the Restricted Share Unitsequity or voting interests in NewCo, New APC and New ENSTAR will not be subject to any voting trust agreement or similar arrangement relating to the voting of such equity or voting interests. (d) Except pursuant to this Agreement and the Transaction Documents, there are no pre-emptive or other outstanding rights, options, warrants, convertible securities or other conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares under which NewCo, New APC or obligating the Purchaser New ENSTAR will be or may become obligated to issue or sell sell, or giving any Purchaser SharesPerson a right to subscribe for or acquire, or dispose of, any equity or voting interests, or any other interest in, the Purchaser. There are no outstanding contractual securities or obligations of the Purchaser to repurchase, redeem exercisable or otherwise acquire exchangeable for or convertible into any Purchaser Shares equity or to provide funds tovoting interests, or make affect the transferability of any investment (in the form equity or voting interests, of a loanNewCo, capital contribution New APC or otherwise) inNew ENSTAR, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller no securities or obligations evidencing such rights will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies issued or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser Sharesoutstanding.

Capitalization. (a) The authorized capital of the Purchaser ALPS consists of 150,000,000 Purchaser Shares. As an unlimited number of December 8, 2008, (i) 56,120,785 Purchaser common shares of which 200 ALPS Shares were are issued and outstanding, all of which are . All the outstanding ALPS Shares have been duly authorized, are validly issued, fully paid and nonassessablenon-assessable, and the Vendors are the registered and beneficial owners of the number of ALPS Shares as per the chart set out in Section 3.4 of the Disclosure Schedules, free and clear of all Encumbrances. Each Vendor has the exclusive right to dispose of the Purchased Shares being sold by it pursuant to this Agreement as provided for in this Agreement. (iib) 2,834,917 Purchaser All the ALPS Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Noteissued in compliance with applicable Laws. None of the issued and outstanding Purchaser ALPS Shares were issued in violation of any preemptive rights. Except for agreement, arrangement or commitment to which the Purchaser Note, the Purchaser Options, the Restricted Share Units, there Vendors or ALPS is a party or are subject to or in violation of any pre-emptive or similar rights of any Person. (c) There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser any ALPS Shares or obligating the Purchaser Vendors or ALPS to issue or sell any Purchaser SharesALPS Shares of, or any other interest in, the PurchaserALPS. ALPS does not have any outstanding and has not authorized any share appreciation, phantom share, profit participation or similar rights. There are no outstanding contractual obligations of the Purchaser to repurchasevoting trusts or agreements, redeem pooling agreements, unanimous shareholder agreements or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser ALPS Shares. (d) There are no proceedings pending or, to the Vendors’ Knowledge, threatened against either of the Vendors which could in any manner affect the Purchased Shares or affect, restrain or prevent any Vendor from legally transferring the Purchased Shares or affect, restrain or prevent any Vendor from legally transferring the Purchased Shares to Purchaser in accordance with this Agreement. To the Vendors' Knowledge, there is not any factual or legal basis on which any such proceedings might be commenced.