Capitalization. The authorized capital stock of the Company consists of Three Thousand (3,000) shares of no par value common stock. [Schedule 4.1.5] sets forth a true and correct capitalization table for the Company. Seller is the record owner of the entire Subject Securities, free and clear of all Encumbrances. All of the issued and outstanding capital stock of the Company was duly authorized, validly issued and is fully paid and non-assessable. There are no outstanding or authorized warrants, options, subscriptions, convertible or exchangeable securities or other agreements pursuant to which the Company is or may become obligated to issue or sell any of its capital stock. All of the issued and outstanding shares were issued in compliance with applicable federal and state securities laws. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company.

Capitalization. The authorized capital stock of the Company consists of ThreeTwenty Thousand (3,(20,000) shares of noOne Dollar ($1.00) par value common stock. [Schedule 4.1.5] sets forth a true and correct capitalization table for the Company. Seller is the record owner of the entire Subject Securities, free and clear of all Encumbrances. All of the issued and outstanding capital stock of the Company was duly authorized, validly issued and is fully paid and non-assessable.nonassessable. There are no outstanding or authorized warrants, options, subscriptions, convertible or exchangeable securities or other agreements pursuant to which the Company is or may become obligated to issue or sell any of its capital stock. There are no agreements, voting trusts, proxies, or understandings to which the Company is a party with respect to the voting, or registration under the Securities Act, of any shares of capital stock of the Company. All of the issued and outstanding shares of capital stock of the Company were issued in compliance with applicable federal and state securities laws. ThereLegal Requirements. Except as set forth on [Schedule 4.1.5], there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company.

Capitalization. TheAs of the date hereof, the authorized capital stock of the Company consists of Three Thousand (3,000)100,000,000 shares of noCommon Stock, par value common stock. [Schedule 4.1.5] sets forth a true and correct capitalization table for the Company. Seller is the record owner​, of which as of the entire Subject Securities, freedate hereof, 5,628,459 shares are issued and clear5,620,434 shares are outstanding, 8,025 shares are held as treasury shares, 96,594 shares are reserved for future issuance pursuant to the Company’s equity incentive plans, of all Encumbrances.which approximately 44,085 shares remain available for future option grants or stock awards, and 1,228,784 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 thesuch outstanding shares have been, or upon issuance will be, validly issued and are fully paid and non-assessable. Except as disclosed in [Schedule 3(c)], (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 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 was duly authorized, validly issued and is fully paid and non-assessable. There are no outstanding or authorized warrants, options, subscriptions, convertibleany of its Subsidiaries, or exchangeable securitiescontracts, commitments, understandings or other agreements pursuant toarrangements by which the Company or any of its Subsidiaries is or may become obligatedbound to issue additional shares of capital stock of the Company or sell 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. Allstock of the issued and outstanding shares were issued in compliance with applicable federal and stateCompany 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 laws. Thereunder the 1933 Act (except the Registration Rights Agreement), # there are no outstanding securities or authorized stock appreciation, phantom stockinstruments 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 Securities as described in this Agreement and # the Company does not have any stock appreciation rights with respector “phantom stock” plans or agreements or any similar plan or agreement. The Company has furnished or made available to the Company.Buyer true and correct copies of the Company’s Certificate of Incorporation and Bylaws.

Capitalization. TheAs of the date hereof, the authorized capital stock of the Company consists of Three Thousand (3,000)100,000,000 shares of noCommon Stock, par value common stock. [Schedule 4.1.5] sets forth a true and correct capitalization table for the Company. Seller is the record owner​ per share, of which as of the entire Subject Securities, freedate hereof, 25,168,339 shares are outstanding and clear25,176,364 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 all Encumbrances.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 thesuch outstanding shares have been, or upon issuance will be, validly issued and are fully paid and non-assessable. Except as disclosed in [Schedule 3(c)], (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 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 was duly authorized, validly issued and is fully paid and non-assessable. There are no outstanding or authorized warrants, options, subscriptions, convertibleany of its Subsidiaries, or exchangeable securitiescontracts, commitments, understandings or other agreements pursuant toarrangements by which the Company or any of its Subsidiaries is or may become obligatedbound to issue additional shares of capital stock of the Company or sell 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. Allstock of the issued and outstanding shares were issued in compliance with applicable federal and stateCompany 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 laws. Thereunder the 1933 Act (except the Registration Rights Agreement), # there are no outstanding securities or authorized stock appreciation, phantom stockinstruments 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 Securities as described in this Agreement and # the Company does not have any stock appreciation rights with respector “phantom stock” plans or agreements or any similar plan or agreement. The Company has furnished or made available to the Company.Buyer true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”).

Capitalization. TheAs of the date hereof, the authorized capital stock of the Company consistsCompany, and number of Three Thousand (3,000)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 3(c)] hereof, no shares are reserved for issuance pursuant to the Company’s stock option plans. Except as disclosed in the SEC Documents no shares are reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for shares of no par value common stock. [Schedule 4.1.5] sets forth a true and correct capitalization table for the Company. Seller is the record owner of the entire Subject Securities, free and clear of all Encumbrances.Common Stock. All of the issuedsuch outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and outstandingnon-assessable. No shares of capital stock of the Company was duly authorized, validly issuedare subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, and is fully paid and non-assessable. Thereexcept as disclosed in the SEC Documents, # there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or authorized warrants, options, subscriptions,other commitments or rights of any character whatsoever relating to, or securities, notes or rights convertible into or exchangeable securitiesfor any shares of capital stock of the Company or other agreements pursuant toany of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become obligatedbound to issue additional shares of capital stock of the Company or sell any of its capital stock. AllSubsidiaries, # 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 1933 Act and # there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the issued and outstanding shares were issued in compliance with applicable federal and state securities laws. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respectSecurities. The Company has furnished to the Company.Purchaser true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization.Section # Capital Structure. The Company’s authorized capital consists of ​ shares of common stock, with a par value of $0.0001 per share, 100 Shares of which are issued and outstanding, # with each holder thereof being entitled to cast one vote for each Share held on all matters properly submitted to the shareholders for their vote; and # there being no pre-preemptive rights and no cumulative voting. The Company has no shares reserved for issuance pursuant to a stock option plan or pursuant to securities exercisable for, or convertible into or exchangeable for, shares of common stock. All of the Company consists of Three Thousand (3,000) shares of no par value common stock. [Schedule 4.1.5] sets forth a trueissued and correct capitalization table foroutstanding Shares are duly authorized, validly issued, fully paid and nonassessable and owned by the Company. Seller is the record owner of the entire Subject Securities, free and clear of all Encumbrances. AllSeller. The Shares constitute one hundred percent (100%) of the issued and outstanding capital stock of the Company was duly authorized, validly issued and is fully paid and non-assessable. There are no outstanding or authorized warrants, options, subscriptions, convertible or exchangeable securities or other agreements pursuant to whichon a fully-diluted basis, and, upon the Company is or may become obligated to issue or sell any of its capital stock. AllClosing, the Purchasers will own one hundred percent (100%) of the issued and outstanding shares were issued in compliance with applicable federal and state securities laws. There are no outstanding or authorizedcapital stock appreciation, phantom stock or similar rights with respect toof the Company.