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Capitalization. As of the date hereof, the authorized capital stock of is set forth on [Schedule 4(c)]. Except as disclosed in [Schedule 4(c)] or otherwise disclosed in filings made by with the SEC, # no shares of 's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by , # there are no outstanding debt securities, # there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of 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, any shares of capital stock of or any of its Subsidiaries, # there are no agreements or arrangements under which or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act, # there are no outstanding securities or instruments of or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which or any of its Subsidiaries is or may become bound to redeem a security of or any of its Subsidiaries, # there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchase Shares as described in this Agreement and # does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. has furnished to true and correct copies of 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and summaries of the terms of all securities convertible into or exercisable for Common Stock, if any, and copies of any documents containing the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company, and number of shares issued and outstanding, is as set forth in the Company’s most recent periodic report filed with the SEC. Except as disclosed on [Schedule 4(3(c)]. hereof, no shares are reserved for issuance pursuant to the Company’s stock option plans. Except as disclosed in [Schedule 4(c)] or otherwise disclosed in filings made by with the SEC, #SEC Documents no shares are reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for shares of 'sCommon Stock. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances sufferedimposed through the actions or permitted by , # there are no outstanding debt securities,failure to act of the Company. As of the effective date of this Agreement, and except as disclosed in the SEC Documents, # there are no outstanding options, warrants, scrip, rights to subscribe to, callsfor, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securitiessecurities, notes or rights convertible into,into 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 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, any shares of capital stock of the Company or any of its Subsidiaries, # there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the Securities Act,1933 Act and # there are no outstanding securities or instruments of or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which or any of its Subsidiaries is or may become bound to redeem a security of or any of its Subsidiaries, # there are no securities or instruments containing anti-dilution or similarprice adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Purchase Shares as described in this Agreement and # does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. Securities. The Company has furnished to the Purchaser true and correct copies of 'the Company’s Certificate of Incorporation,Incorporation as amended andin effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the Certificate of IncorporationBy-laws), and 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and summaries of the terms of all securities convertible into or exercisable for Common Stock, if any,Stock of the Company and copies of any documents containing the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of isthe Company consists of: # ​ shares of Common Stock, of which ​ shares are issued and outstanding; no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and a suitable amount of shares are reserved for issuance upon conversion of the Note (subject to adjustment pursuant to the Company’s covenant set forth on [Schedulein [Section 4(c)g)] below). Except as disclosed in [Schedule 4(c)] or otherwise disclosed in filings made by with the SEC, # noAll of such outstanding shares of 's capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances sufferedimposed through the actions or permitted by , # there are no outstanding debt securities,failure to act of the Company. As of the effective date of this Agreement, # there are no outstanding options, warrants, scrip, rights to subscribe to, callsfor, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into,into 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 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, any shares of capital stock of the Company or any of its Subsidiaries, # there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the Securities Act,1933 Act and # there are no outstanding securities or instruments of or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which or any of its Subsidiaries is or may become bound to redeem a security of or any of its Subsidiaries, # there are no securities or instruments containing anti-dilution or similarprice adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Purchase Shares as described in this Agreement and # does not have any stock appreciation rightsNote or “phantom stock” plans or agreements or any similar plan or agreement. the Conversion Shares. The Company has furnished to the Buyer, within one day of the date first written above, true and correct copies of 'the Company’s Certificate of Incorporation,Incorporation as amended andin effect on the date hereof (“Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “CertificateBy-laws”), a copy of Incorporation”),the signatories’ state or government photo identifications and 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and summaries of the terms of all securities convertible into or exercisable for Common Stock, if any,Stock of the Company and copies of any documents containing the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. AsThe capitalization of the Company as of the date hereof, the authorized capital stock of hereof is as set forth on [Schedule 4(c)3.1(g)]. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as discloseda result of the purchase and sale of the Securities or as set forth in [Schedule 4(c)] or otherwise disclosed in filings made by with the SEC, # no shares of 's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by [[Company:Organization]3.1(g)], # there are no outstanding debt securities, # there are no outstanding options, warrants, scrip,scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securitiessecurities, rights or rightsobligations convertible into,into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of or any of its Subsidiaries,Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any of its SubsidiariesSubsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of [[Company:Organization]any Subsidiary. Except as set forth in [Schedule 3.1(g)], the issuance and sale of the Securities will not obligate the Company or any of its Subsidiaries or options, warrants, scrip, rightsSubsidiary to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, anyissue shares of capital stock of Common Stock or other securities to any of its Subsidiaries, # there are no agreements or arrangements under which or any of its Subsidiaries is obligated to registerPerson (other than the sale of any of their securities under the Securities Act, #Purchaser). Except as set forth in [Schedule 3.1(g)], there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of its Subsidiaries whichsuch security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its SubsidiariesSubsidiary is or may become bound to redeem a security of the Company or any of its Subsidiaries, # there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchase Shares as described in this Agreement and # such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. has furnished to true and correct copies of 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and summariesAll of the termsoutstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities convertible into or exercisable for Common Stock, if any,laws, and copiesnone of such outstanding shares was issued in violation of any documents containingpreemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the material rightsBoard of Directors or others is required for the issuance and sale of the holders thereof inSecurities. There are no stockholders agreements, voting agreements or other similar agreements with respect thereto.to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. As of the date hereof, the authorized capital stock of the Company, and shares issued and outstanding, is as set forth on [Schedule 4(c)].in the Company’s most recent report filed with the SEC. Except as disclosed in [Schedule 4(c)] or otherwise disclosed in filings made by with the SEC, #SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and other previously issued convertible promissory notes) exercisable for, or convertible into or exchangeable for shares of 'sCommon Stock and 77,000,000 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances sufferedimposed through the actions or permitted by , # there are no outstanding debt securities,failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, # there are no outstanding options, warrants, scrip, rights to subscribe to, callsfor, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into,into 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 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, any shares of capital stock of the Company or any of its Subsidiaries, # there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the Securities Act,1933 Act and # there are no outstanding securities or instruments of or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which or any of its Subsidiaries is or may become bound to redeem a security of or any of its Subsidiaries, # there are no securities or instruments containing anti-dilution or similarprice adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Purchase Shares as describedNote, or the Conversion Shares. The Company has filed in this Agreement and # does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. has furnished to its SEC Documents true and correct copies of 'the Company’s Certificate of Incorporation,Incorporation as amended andin effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the Certificate of IncorporationBy-laws), and 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and summaries of the terms of all securities convertible into or exercisable for Common Stock, if any,Stock of the Company and copies of any documents containing the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. As of the date hereof, the authorized capital stock of the Company, and shares issued and outstanding, is as set forth on [Schedule 4(c)].in the Company’s most recent report filed with the SEC. Except as disclosed in [Schedule 4(c)] or otherwise disclosed in filings made by with the SEC, #SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and other previously issued convertible promissory notes) exercisable for, or convertible into or exchangeable for shares of 'sCommon Stock and 26,422,764 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances sufferedimposed through the actions or permitted by , # there are no outstanding debt securities,failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, # there are no outstanding options, warrants, scrip, rights to subscribe to, callsfor, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into,into 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 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, any shares of capital stock of the Company or any of its Subsidiaries, # there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the Securities Act,1933 Act and # there are no outstanding securities or instruments of or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which or any of its Subsidiaries is or may become bound to redeem a security of or any of its Subsidiaries, # there are no securities or instruments containing anti-dilution or similarprice adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Purchase Shares as describedNote, Commitment Shares, or the Conversion Shares. The Company has filed in this Agreement and # does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. has furnished to its SEC Documents true and correct copies of 'the Company’s Certificate of Incorporation,Incorporation as amended andin effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the Certificate of IncorporationBy-laws), and 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and summaries of the terms of all securities convertible into or exercisable for Common Stock, if any,Stock of the Company and copies of any documents containing the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. AsThe capitalization of the Company as of the date hereof, the authorized capital stock of hereof is as set forth on [Schedule 4(c)3.1(g)]., which [Schedule 3.1(g)] shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, except as reflected in [Schedule 3.1(g)], and pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement. Except as discloseda result of the purchase and sale of the Securities or as set forth in [Schedule 4(c)] or otherwise disclosed in filings made by with the SEC, # no shares of 's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by [[Company:Organization]3.1(g)], # there are no outstanding debt securities, # there are no outstanding options, warrants, scrip,scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securitiessecurities, rights or rightsobligations convertible into,into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of or any of its Subsidiaries,Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any of its SubsidiariesSubsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of [[Company:Organization]any Subsidiary. Except as set forth in [Schedule 3.1(g)], the issuance and sale of the Securities will not obligate the Company or any of its Subsidiaries or options, warrants, scrip, rightsSubsidiary to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, anyissue shares of capital stock of Common Stock or other securities to any of its Subsidiaries, # there are no agreements or arrangements under which or any of its Subsidiaries is obligated to registerPerson (other than the sale of any of their securities under the Securities Act, #Purchaser). Except as set forth in [Schedule 3.1(g)], there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of its Subsidiaries whichsuch security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its SubsidiariesSubsidiary is or may become bound to redeem a security of the Company or any of its Subsidiaries, # there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchase Shares as described in this Agreement and # such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. has furnished to true and correct copies of 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and summariesAll of the termsoutstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities convertible into or exercisable for Common Stock, if any,laws, and copiesnone of such outstanding shares was issued in violation of any documents containingpreemptive rights or similar rights to subscribe for or purchase securities. Other than the material rightsStockholder Approval, no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the holders thereof inSecurities. There are no stockholders agreements, voting agreements or other similar agreements with respect thereto.to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. As of the date hereof, the authorized capital stock of is set forth on [Schedule 4(c)].the Company consists of 100,000,000 shares of Common Stock, par value $0.001 per share, of which as of the date hereof, 25,168,339 shares are outstanding and 25,176,364 shares are issued, 8,025 shares are held as treasury shares, 1,151,054 shares are reserved for future issuance pursuant to the Company’s equity incentive plans, of which approximately 596,949 shares remain available for future option grants or stock awards, and 183,333 shares are issuable and reserved for issuance pursuant to securities (other than stock options or equity based awards issued pursuant to the Company’s stock incentive plans) exercisable or exchangeable for, or convertible into, shares of Common Stock. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and non-assessable. Except as disclosed in [Schedule 4(3(c)] or otherwise disclosed in filings made by with the SEC, #, (i) no shares of 'the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by ,the Company, # there are no outstanding debt securities,securities of the Company or any of its Subsidiaries , # there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares 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, any shares of capital stock of the Company or any of its Subsidiaries, # there are no material agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act,1933 Act (except the Registration Rights Agreement), # there are no outstanding securities or instruments of the Company or any of its Subsidiaries which 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, # there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchase SharesSecurities as described in this Agreement and # the Company does not have any stock appreciation rights or “phantom stock”“phantom stock” plans or agreements or any similar plan or agreement. The Company has furnished or made available to the Buyer true and correct copies of 'the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate“Certificate of Incorporation”Incorporation”), and 'the Company’s Bylaws, as amended and as in effect on the date hereof (the Bylaws“Bylaws”), and summaries of the terms of all securities convertible into or exercisable for Common Stock, if any, and copies of any documents containing the material rights of the holders thereof in respect thereto..

Capitalization.Capitalization and Voting Rights. As of the date hereof, the authorized capital stock of the Company is set forth in the Company’s Annual Report on [Schedule 4(c)].Form 20-F for the year ended December 31, 2014. Except as disclosed in [Schedule 4(c)] or otherwise disclosed in filings made by with the SEC,Public Reports (as defined below), # no shares of 'the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by ,the Company, # there are no outstanding debt securities,securities of the Company, # there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares 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, any shares of capital stock of the Company or any of its Subsidiaries, # there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities1933 Act, # there are no outstanding securities or instruments of the Company or any of its Subsidiaries which 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, # there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchase SharesSecurities as described in this Agreement and # the Company does not have any stock appreciation rights or “phantom stock”"phantom stock" plans or agreements or any similar plan or agreement. The Company has furnished to the Investor true and correct copies of 'the Company's Certificate of Incorporation,Constitution, as amended and as in effect on the date hereof (the Certificate of Incorporation”), and 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws"Constitution"), and summaries of the terms of all securities convertible into or exercisable for Common Stock,Ordinary Shares, if any, and copies of any documents containing the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company, and shares issued and outstanding, is as set forth on [Schedule 4(c)].in the Company’s most recent periodic report filed with the SEC. Except as disclosed in [Schedule 4(c)] or otherwise disclosed in filings made by with the SEC, #SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of 'sCommon Stock and 537,142 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances sufferedimposed through the actions or permitted by , # there are no outstanding debt securities,failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, # there are no outstanding options, warrants, scrip, rights to subscribe to, callsfor, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into,into 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 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, any shares of capital stock of the Company or any of its Subsidiaries, # there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the Securities Act,1933 Act and # there are no outstanding securities or instruments of or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which or any of its Subsidiaries is or may become bound to redeem a security of or any of its Subsidiaries, # there are no securities or instruments containing anti-dilution or similarprice adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Purchase Shares as describedNote, Returnable Shares, or the Conversion Shares. The Company has filed in this Agreement and # does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. has furnished to its SEC Documents true and correct copies of 'the Company’s Certificate of Incorporation,Incorporation as amended andin effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the Certificate of IncorporationBy-laws), and 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and summaries of the terms of all securities convertible into or exercisable for Common Stock, if any,Stock of the Company and copies of any documents containing the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

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