The total authorized capital stock of the Company is 234,915,738 shares of Company Stock, consisting of (a) 58,530,369 shares of Common Stock and (b) 76,385,369 shares of Preferred Stock.  Section 5.3 of the Disclosure Schedule sets forth a correct and complete list of all holders of Company Stock as of the date hereof, and sets forth opposite each such holder’s name the number, class and series of Company Stock owned of record by each such holder as well as percentage ownership on an as converted basis of all outstanding stock and on a fully diluted basis, and including any shares of restricted stock, and collectively, such holders own of record all of the issued and outstanding Company Stock.  All of the issued and outstanding equity of each member of the Company Group has been validly issued, fully paid and non-assessable and was not issued in violation of any Contracts, pledges, calls, puts, right of first refusal, subscription right, pre-emptive right or other similar right.  No outstanding securities of a Subsidiary of the Company are owned by a Person other than the Company or a wholly-owned Subsidiary of the Company. There are no outstanding or authorized equity appreciation, phantom stock or similar rights with respect to any member of the Company Group.  (i) Section 5.3 of the Disclosure Schedule sets forth as of the date hereof, each outstanding Stock Award, including the name of the holder, the date of grant, the amount of Common Stock issuable upon exercise or settlement, the exercise price per share for Options, vested status, the vesting schedule, whether an Option is a Section 102 Options or Section 3(i) Options, the term and the expiration date and (ii) the Distribution Waterfall will state each outstanding Stock Award to be granted after the date hereof and prior to the Closing, together with the information described in clause (i) of this sentence. In addition, with respect to Section 102 Options (and any resulting Company Stock) granted to Israeli taxpayers prior to the date hereof (including former Israeli taxpayers), Section 5.3 of the Disclosure Schedule sets forth true, correct and complete information regarding the date on which the Section 102 Options were deposited with the Section 102 Trustee (both with respect to the deposit of the board resolution and the deposit of the award agreement). All Cash Settled Awards outstanding as of the date hereof and granted after the date hereof and prior to the Closing, are and shall be exempt from Section 409A of the Code.