Common use of Capital Structure Clause in Contracts

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Shares"). As of December 31, 1997, (i) 3,490,835 Class A Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences.

Capital Structure. (i) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 10,000,000,000 shares of preferred stockCommon Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock, par value $0.01 .01 per share share, of which, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Preferred SharesStock Plans"). As , 41,748,273 shares of December 31, 1997, (i) 3,490,835 Class A Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were Common Stock reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company Optionsis obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (vieach, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) 300,000 Class A Shares the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and no Class B Shares were reserved for issuance number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the ESPPexercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and (vii) no restricted shares were made under the Stock Plans. Each of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no the outstanding shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise each of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to preemptive rightstime only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth on Schedule 4.3above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are not any bonds, debentures, notes no preemptive or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securitiesoutstanding rights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or undertakings rights of any kind to which that obligate the Company or any of its subsidiaries is a party Subsidiaries to issue or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of sell any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the type described in Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the two immediately preceding sentencesdate of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.01 per share (share. At the "Preferred Shares"). As close of December business on January 31, 19971998, (i) 3,490,835 Class A Shares 11,293,394 shares of Common Stock and no shares of preferred stock of the Company were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares shares of Common Stock were held by the Company or in its treasury, (iii) 1,072,012 shares of Common Stock were reserved for issuance pursuant to outstanding stock options granted under the 1995 Stock Option Plan to purchase shares of Common Stock ("Employee Stock Options") and an additional 96,158 shares of Common Stock were available for the grant of Employee Stock Options pursuant to such plan (and upon approval by any of the Company's subsidiariesstockholders of a pending proposal there will be 600,000 additional shares of Common Stock as to which options can be granted under the 1995 Stock Option Plan), (iv) 10,500 Class A Shares no shares of Common Stock were reserved for issuance pursuant to outstanding stock options granted under the Directors Stock Option Plan to purchase shares of Common Stock ("Director Stock Options") and an additional 62,500 shares of Common Stock were available for the grant of Director Stock Options pursuant to such plan, (v) 391,500 shares of Common Stock were reserved for issuance pursuant to the outstanding Company OptionsCompany's convertible note with UUNET Technologies, Inc., and (vvi) 629,150 Class B Shares 887,647 shares of Common Stock were reserved for issuance pursuant to upon the exercise of outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstandingwarrants. Except as set forth above or as otherwise expressly provided herein, at the close of business on Schedule 4.3January 31, 1998, no shares of capital stock or other equity or voting securities of the Company are were issued, reserved for issuance or outstandingoutstanding and except as set forth on Schedule 3.01(c), except for Shares referred there are not any phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any capital stock of the Company ("Stock Equivalents"). There are no outstanding stock appreciation rights ("SARs") with respect to Common Stock that were not granted in clauses (iv) tandem with a related Employee Stock Option. When issued and (v) above which may sold to Sprint, the Convertible Preferred Stock and the Convertible Notes will be duly authorized, validly issued, fully paid and non-assessable and free and clear of all Liens. The Newco Common Stock issued upon exercise conversion of the outstanding Company OptionsConvertible Preferred Stock and the Convertible Notes, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all Liens. Other than this Agreement and the Ancillary Agreements, the Convertible Preferred Stock and the Convertible Notes are not, and the Newco Common Stock issuable upon conversion of the Convertible Preferred Stock and the Convertible Notes will not be, subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, including any such agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting or disposition of the Convertible Preferred Stock or the Convertible Notes. All outstanding shares of capital stock of the Company are, and all Shares which shares that may be issued pursuant to any stock plans and the Option Plans willother agreements and instruments listed above will be, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on above and in Schedule 4.33.01(c), there are not any bondsand as otherwise expressly set forth in this Agreement, debenturesand except for changes since January 31, 1998 resulting from the grant or exercise of Employee Stock Options, Director Stock Options, or warrants and the conversion of notes or other indebtedness or securities described in clauses (v) and (vi) above, as of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders date of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3this Agreement, there are not any securities, options, warrants, calls, rightsrights to purchase, rights of first refusal, securities convertible into or exchangeable for voting securities, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sellsell or create, or cause to be issued, delivered or soldsold or created, additional shares of capital stock or other equity or voting securities or Stock Equivalents of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingundertaking (collectively referred to as "Dilutable Securities"). There As of the date of this Agreement, there are no not any outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesCompany, except pursuant to existing employee arrangements.

Capital Structure. The authorized capital stock of the Company Phone consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 250,000,000 shares of Phone Common Stock and 10,000,000 5,000,000 shares of preferred stock, par value $0.01 0.001 per share (the "Phone Preferred SharesStock"). As At the close of December business on July 31, 19972000, (i) 3,490,835 Class A Shares 82,997,462 shares of Phone Common Stock were issued and outstanding, ; (ii) 5,892,756 Class B Shares 908,334 shares were issued and held by Phone in its treasury; (iii) no shares of Phone Preferred Stock were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, ; (iv) 10,500 Class A Shares 27,700,417 shares of Phone Common Stock were reserved for issuance pursuant to all stock option, restricted stock or other stock-based compensation, benefits or savings plans, agreements or arrangements in which current or former employees or directors of Phone or its subsidiaries participate as of the outstanding Company Optionsdate hereof, complete and correct copies of which, in each case as amended as of the date hereof, have been filed as exhibits to the Phone Filed SEC Documents (as defined below) or delivered to Xxxxxxxx.xxx (such plans, collectively, the "Phone Stock Plans"); (v) 629,150 Class B Shares 18,105 shares of Phone Common Stock were reserved for issuance upon the exercise of outstanding warrants; and (vi) 250,000 shares of Phone Preferred Stock will be designated as Series A Junior Participating Preferred Stock, all of which will be reserved for issuance upon exercise of preferred stock purchase rights (the "Phone Rights") issuable pursuant to the outstanding Company Options, Rights Agreement approved by the board of directors of Phone in connection with its approval of this Agreement and to be entered into no later than ten (vi10) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant days following the date hereof substantially in the form previously provided to Xxxxxxxx.xxx (the ESPP, and (vii) no "Phone Rights Agreement"). The authorized capital stock of Merger Sub consists of 100 shares of Preferred Stock were issuedcommon stock, reserved par value $0.01 per share of which 100 shares are issued and outstanding. Phone is the sole stockholder of Merger Sub and is the legal and beneficial owner of all 100 issued and outstanding shares. Merger Sub was formed by Phone on July 31, 2000, solely for issuance or outstandingthe purpose of effecting the Merger and the other transactions contemplated by this Agreement. Except as set forth above contemplated by this Agreement, Merger Sub does not hold nor has it held any material assets or incurred any material liabilities nor has Merger Sub carried on Schedule 4.3, no shares of capital stock or any business activities other equity or voting securities of than in connection with the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) Merger and (v) above which may be issued upon exercise of the outstanding Company Optionsother transactions contemplated by this Agreement. All outstanding shares of capital stock of the Company Phone and Merger Sub are, and all Shares shares of capital stock of Phone which may be issued pursuant to the Option Phone Stock Plans willwill be, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3in this Section 3.1(c) and except for changes since June 30, 2000, resulting from the issuance of shares of Phone Common Stock pursuant to the Phone Options or as expressly permitted by this Agreement, (x) there are not issued, reserved for issuance or outstanding (A) any bonds, debentures, notes shares of capital stock or other indebtedness or voting securities of the Company having the right to vote Phone, (B) any securities of Phone or any Phone subsidiary convertible into, into or exchangeable foror exercisable for shares of capital stock or voting securities of Phone, securities having the right to vote(C) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements options or undertakings of any kind other rights to which the Company acquire from Phone or any Phone subsidiary (including any subsidiary trust), or obligations of its subsidiaries is a party or by which any of them is bound obligating the Company Phone or any Phone subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of its subsidiaries Phone, and (y) there are no outstanding obligations of Phone or any Phone subsidiary to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock any such securities. Neither Phone nor any Phone subsidiary is a party to any agreement restricting the purchase or other equity transfer of, relating to the voting of, requiring registration of, or voting securities granting any preemptive or, except as provided by the terms of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issuePhone Options, grantantidilutive rights with respect to, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described referred to in the two immediately preceding sentences. Other than the Phone subsidiaries, Phone does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity except for non-controlling investments made in the ordinary course of business in entities which are not individually or in the aggregate material to Phone and its subsidiaries as a whole.

Capital Structure. (i) The authorized capital stock of the Company consists of 50,000,000 Class A Shares(A) 100,000,000 shares of Common Stock, 10,000,000 Class B of which 48,588,657 shares were outstanding (which number includes 1,176,938 shares of restricted Company Common Stock) as of June 30, 2012 and does not include 13,398,367 Company Treasury Shares as of June 30, 2012 and (B) 10,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Shares"). As share, none of December 31, 1997, (i) 3,490,835 Class A Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any which are outstanding as of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved date hereof. Except for issuance Company Common Stock issued upon exercise of Company Stock Options or pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Other Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3Awards, no shares of capital stock or other equity or voting securities of Company Common Stock have been issued between June 30, 2012 and the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Optionsdate hereof. All issued and outstanding shares of the capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be are duly authorized, validly issued, fully paid and nonassessable nonassessable, and no class of capital stock is entitled to (or has been issued in violation of) preemptive rights. As of June 30, 2012, 6,539,084 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans and the Company Plans (as defined in Section 3.2(w)(i)), including 2,313,192 shares of Company Common Stock issuable upon the exercise of outstanding Company Stock Options (whether or not presently exercisable) and 1,333,809 shares of Company Common Stock issuable upon settlement of outstanding Other Stock Awards. Upon any issuance of such shares of Company Common Stock as set forth in Section 3.2(b) of the Company Disclosure Schedule, such shares of Company Common Stock will be duly authorized, validly issued, fully paid, nonassessable, not subject to preemptive rightsrights and free and clear of any Lien, pledge, security interest, claim or other encumbrance. Except as set forth on Schedule 4.3As of the date hereof, there are not any bondsno shareholder agreements, debentures, notes voting trusts or other indebtedness agreements or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind understandings to which the Company or any of its subsidiaries is a party or by which any of them it is bound obligating relating to the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of the capital stock of Company. No controlled Affiliate of Company beneficially owns directly or indirectly any shares of Company Common Stock or other equity securities convertible into, exchangeable for or voting securities exercisable for shares of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesCommon Stock.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 50,000,000 Shares, of which 27,554,547 Shares were outstanding as of the close of business on January 14, 1998, 1,000,000 shares of Class A Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stockPreferred Stock, par value $0.01 10.00 per share (share, of which no shares were outstanding as of the "date of this Agreement, and 1,000,000 shares of Class B Preferred Shares")Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement. As All of December 31the outstanding Shares have been duly authorized and are validly issued, 1997, (i) 3,490,835 fully paid and nonassessable. The Company has no Shares or shares of Class A Shares were issued and outstanding, (ii) 5,892,756 Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company OptionsCompany's 1986 Stock Option Plan, (v) 629,150 Class B Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares were having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the outstanding Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. Xxxxx Xxxxxxxx (the "WH Options"), (vi) 300,000 Class A and 2,395,834 Shares and no Class B Shares were reserved for subject to issuance pursuant to the ESPPDebentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and (vii) no shares number of Preferred Stock were issued, reserved for issuance or outstandingShares subject thereto. Except as set forth above or on Schedule 4.3, no Each of the outstanding shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise each of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of the Company, free and not subject to preemptive rightsclear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth on Schedule 4.3above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any bonds, debentures, notes or other indebtedness or securities obligations the holders of the Company having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which shareholders with the stockholders of the Company may voteon any matter ("Voting Debt"). Other than The Company is ----------- not the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not beneficial owner of any equity securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional except shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesCompany's Subsidiaries.

Capital Structure. The At the date hereof, the authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 90,000,000 shares of preferred stockCompany Common Stock, and 5,000,000 shares of Preferred Stock, $.01 par value $0.01 per share (the "Company Preferred SharesStock"). As At the close of December 31business on January 16, 19971998, (i) 3,490,835 Class A Shares 35,306,657 shares of Company Common Stock (and associated Rights) were issued and outstanding, (ii) 5,892,756 Class B Shares 2,070,000 shares of Convertible Preferred Stock were issued and outstanding, (iii) no Shares shares of Company Common Stock were held by in the treasury of the Company or by any of the Company's subsidiariesits Subsidiaries, (iv) 10,500 Class A Shares 6,307,000 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Compensation Program, as amended, options to purchase 5,485,743 shares of Company Common Stock had been issued and were outstanding Company Optionspursuant to such Stock Compensation Program, (v) 629,150 Class B Shares 1,000,000 shares of Company Common Stock were reserved for issuance pursuant to the Company's 401(k) Plan, dated as of October 14, 1993, as amended, and as of December 31, 1997, no shares of Company Common Stock had been issued and were outstanding Company Optionspursuant to such 401(k) Plan, (vi) 300,000 Class A Shares and no Class B Shares 6,742,671 shares of Company Common Stock were reserved for issuance pursuant to the ESPPCertificate of Designation, and (viivi) no shares of Preferred Company Common Stock were reserved in connection with the Rights Agreement dated October 6, 1997 (the "Rights Agreement") between the Company and Continental Stock Transfer & Trust Company pursuant to which the Company declared a dividend on October 6, 1997 of one preferred share purchase right (a "Right") for each outstanding share of Company Common Stock. Except as set forth above, at the close of business on January 16, 1998, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. All the outstanding shares of Company Common Stock were validly issued, fully paid and nonassessable and free of preemptive rights. Except as otherwise set forth above in a disclosure letter making reference to this section, there are no options, warrants, calls, rights or on Schedule 4.3, no shares of capital stock or other equity or voting securities of agreements to which the Company are or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, or sell, or cause to be issued, reserved for issuance delivered or outstandingsold, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding additional shares of capital stock of the Company areor any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, and all Shares which may be issued pursuant extend or enter into any such option, warrant, call, right or agreement. Except as otherwise set forth in a disclosure letter making reference to this section, each outstanding share of capital stock of each Subsidiary of the Option Plans will, when issued, be Company that is a corporation is duly authorized, validly issued, fully paid and nonassessable and, except as disclosed in the Company SEC Documents (as defined in Section 3.5) filed prior to the date of this Agreement, each such share that is owned by the Company or another Subsidiary of the Company, is owned free and clear of all Liens. As of the date of this Agreement, the Company does not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not have outstanding any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as otherwise set forth on Schedule 4.3in a disclosure letter making reference to this section, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings no outstanding contractual obligations of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities Subsidiaries. Exhibit 21 to the Company's Annual Report on Form 10-K for the year ended March 31, 1997, as filed with the SEC (the "Company Annual Report"), is a true, accurate and correct statement in all material respects of all the information required to be set forth therein by the rules and regulations of the type described in the two immediately preceding sentencesSEC.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares36,310,000 shares of Company Common Stock, 10,000,000 Class B Shares 12,300,000 shares of nonvoting common stock, par value $0.01 per share (the "Company Nonvoting Common Stock") and 10,000,000 1,000,000 shares of preferred stock, par value $0.01 per share (the "Company Preferred SharesStock"), of which 36,310 shares of Company Preferred Stock have been designated as Series A Junior Participating Preferred Stock (the "Company Series A Preferred Stock"). As of December 31the close of business on April 30, 19972002, (i) 3,490,835 Class A Shares 15,306,095 shares of Company Common Stock (excluding shares held by the Company as treasury shares) were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares shares of Company Common Stock were held by the Company or by any of the Company's subsidiariesas treasury shares, (iviii) 10,500 Class A Shares 1,458,610 shares of Company Common Stock were reserved and available for issuance pursuant to the 1994 Long-Term Incentive Plan, the 1997 Non-Employee Director Stock Option Plan and the 1997 Executive Deferred Compensation Stock Option Plan (such plans, collectively, the "Company Stock Plans"), (iv) 1,458,610 shares of Company Common Stock were subject to outstanding options or other rights to purchase shares of Company Common Stock granted under the Company Stock Plans (the "Company Stock Options"), (v) 629,150 Class B Shares 36,310 shares of Company Series A Preferred Stock were reserved authorized for issuance upon the exercise of the rights (the "Rights") distributed to the holders of Company Common Stock pursuant to the outstanding Rights Agreement dated as of December 28, 2000, between the Company Optionsand Mellon Investor Services LLC, as rights agent (the "Rights Agreement"), (vi) 300,000 Class A Shares no shares of Company Nonvoting Common Stock were issued and no Class B Shares outstanding or were reserved for issuance pursuant to held by the ESPP, Company in its treasury and (vii) no shares of Company Preferred Stock were issued and outstanding or were held by the Company in its treasury. Section 3.01(c) of the Company Disclosure Schedule sets forth a true, complete and correct list, as of the close of business on April 30, 2002, of all outstanding Company Stock Options, the number of shares of Company Common Stock subject to each Company Stock Option, the grant dates, exercise prices, expiration dates and vesting schedule of each Company Stock Option and the names of the holders thereof. All Company Stock Options may, by their terms, be converted into an option to acquire Parent Common Stock in accordance with and to the extent provided by Section 5.05. Each Company Stock Option intended to qualify as an "incentive stock option" under Section 422 of the Code so qualifies. Except as set forth above, as of the close of business on April 30, 2002, no shares of capital stock of, or other equity or voting interests in, the Company or options, warrants or other rights to acquire any such stock, securities or interests were issued, reserved for issuance or outstanding. Except as set forth above During the period from April 30, 2002, to the date of this Agreement (A) there have been no issuances by the Company or on Schedule 4.3, no any of its Subsidiaries of shares of capital stock of, or other equity or voting securities of interests in, the Company are issuedor any of its Subsidiaries, reserved for issuance or outstandingother than issuances of shares of Company Common Stock pursuant to the exercise of Company Stock Options outstanding on such date as required by their terms as in effect on the date of this Agreement, except for Shares referred to in clauses (iv) and (vB) above which may be issued upon exercise there have been no issuances by the Company or any of its Subsidiaries of options, warrants or other rights to acquire shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. There are no outstanding stock appreciation rights, "phantom" stock rights, performance units or other rights (other than the Rights and the Company Stock Options) that are linked to the price of Company Common Stock granted under the Company Stock Plans or otherwise. All outstanding shares of capital stock of the Company Common Stock are, and all Shares which shares that may be issued pursuant to the Option Company Stock Plans willwill be, when issuedissued in accordance with the terms thereof, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there There are not any no bonds, debentures, notes or other indebtedness or securities of the Company or any of its Subsidiaries, and, except as set forth above, no securities or other instruments or obligations of the Company or any of its Subsidiaries, in each case having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company or any of its Subsidiaries may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above, there are not any no securities, options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings Contracts of any kind to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound obligating the Company or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or of any of its subsidiaries Subsidiaries or obligating the Company or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement right or undertakingContract. There are no not outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities contractual obligations of the Company or any of its subsidiaries Subsidiaries to (1) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any securities of its Subsidiaries or (2) vote or dispose of any shares of the type described in capital stock of, or other equity or voting interests in, the two immediately preceding sentencesCompany or any of its Subsidiaries. As of the date of this Agreement, there are no irrevocable proxies and no voting agreements to which the Company is a party with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. As of the date of this Agreement, the outstanding indebtedness of the Company and its subsidiaries is as set forth on Section 3.01(c) of the Company Disclosure Schedule. There are no outstanding guarantees (or any similar instruments or contracts) of indebtedness by the Company or any of its subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 750,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of preferred stock, par value $0.01 0.001 per share (the "“Company Preferred Shares"Stock”). As At the close of December 31business on March 2, 19972017 (the “Capitalization Date”), (i) 3,490,835 Class A Shares 88,900,521 shares of Company Common Stock were issued and outstandingoutstanding (including the shares underlying the Company RSAs), (ii) 5,892,756 Class B Shares 8,062,265 shares of Company Common Stock were issued reserved and outstandingavailable for issuance pursuant to the Company’s 2013 Equity Incentive Plan, as amended and restated, and 2008 Equity Incentive Plan (collectively, the “Company Stock Plans”), and pursuant to such Company Stock Plans, (A) 13,667,023 shares of Company Common Stock were subject to outstanding Company restricted stock units that vest exclusively based on service (such restricted stock units, the “Company RSUs”), (B) 451,773 shares of Company Common Stock were subject to outstanding Company MSUs assuming maximum performance with respect to which the applicable performance period has not yet been completed, (C) 15,012 shares were subject to outstanding restricted stock awards (such awards, the “Company RSAs”), and (D) 6,707,367 shares of Company Common Stock were subject to outstanding options to acquire shares of Company Common Stock with a weighted average exercise price per share of $3.43 (such options, the “Company Stock Options” and, together with the Company RSUs, Company MSUs and Company RSAs, the “Company Equity Awards”), (iii) no Shares shares of Company Common Stock were owned or held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPPas treasury stock, and (viiiv) no shares of Company Preferred Stock were outstanding. The maximum number of shares of Company Common Stock that could be delivered pursuant to the ESPP upon exercise of the outstanding purchase rights at the completion of the Final Offering Period is 3,006,917. Except as set forth in this Section 4.03(a), at the close of business on the Capitalization Date, no shares of capital stock or other voting securities of or other equity or ownership interests in the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities None of the Company’s Subsidiaries owns any Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesSecurities.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares30,000,000 shares of Common Stock, 10,000,000 Class B Shares par value $.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 .01 per share (share, issuable in one or more series, of which 2,400,000 shares of Exchangeable Preferred have been designated. At the "Preferred Shares"). As close of December 31business on February 20, 19971998, (i) 3,490,835 Class A Shares 7,750,000 shares of Common Stock were issued and outstanding and (ii) 5,222,496 shares of Common Stock were reserved for issuance upon the exercise of outstanding options, options available for grant, convertible securities and stock rights in the Company. At the close of business on February 20, 1998, 2,400,000 shares of Exchangeable Preferred were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, are validly issued, fully paid and nonassessable and not subject to preemptive rights. As of February 20, 1998, the Company had outstanding options to acquire an aggregate of 142,100 shares of Common Stock at $9.625 to $10.00 per share, pursuant to the Company's 1996 Stock Incentive Plan (the "Stock Plan"). Except as otherwise set forth on Schedule 4.3in this Section 5.2 or in the Company Disclosure Letter (the "Company Disclosure Letter"), there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, no options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them it is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries Subsidiaries, including any securities pursuant to which rights to acquire capital stock became exercisable only after a change of control of the Company or any of its Subsidiaries or upon the acquisition of a specified amount of the Common Stock or voting powers of the Company or any of its Subsidiaries. Since February 20, 1998, no shares of the capital stock of the Company or any of its Subsidiaries have been issued other than pursuant to the exercise of Company stock options and warrants already in existence and outstanding on such date, or conversion of Exchangeable Preferred, and neither the Company nor any of its Subsidiaries has granted any stock options, warrants or other rights to acquire any capital stock of the Company or any of its Subsidiaries. Except as specified in the Company Disclosure Letter, there are no securities issued by the Company or agreements, arrangements or other understandings to which the Company is a party giving any person any right to acquire equity securities of the type described Surviving Corporation at or following the Effective Time and all securities, agreements, arrangements and understandings relating to the right to acquire equity securities of the Company (whether pursuant to the exercise of options, warrants or otherwise) provide that, at and following the Effective Time, such right shall entitle the holder thereof to receive the consideration he would have received in the two Merger had he exercised his right immediately preceding sentencesbefore the Effective Time.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 50,000,000 Class A Shares15,000,000 shares of Common stock, 10,000,000 Class B Shares $0.01 par value, of which there were issued and outstanding as of the close of business on May 15, 2001, 7,889,987 shares, and 10,000,000 shares of preferred stock, Preferred Stock $0.01 par value $0.01 per share (the "of which 150,000 shares have been designated as Series A Participating Preferred Shares")Stock. As of December 31, 1997, (i) 3,490,835 Class A Shares the date of this Agreement there were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or issued and outstanding. Except as set forth above No shares of Company Common Stock are held in treasury of Company or on Schedule 4.3, by its subsidiaries. There are no other outstanding shares of capital stock or other equity voting securities and no outstanding commitments to issue any shares of capital stock or voting securities securities, except pursuant to the exercise of options outstanding as of such date under the Company are issued, reserved for issuance Stock Option Plans or outstanding, except for Shares referred pursuant to in clauses the Company's 1995 Employee Stock Purchase Plan (iv) and (v) above which may be issued upon exercise of the outstanding "Company Options------- ESPP"). All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Common Stock are duly authorized, ---- validly issued, fully paid and nonassessable non-assessable and are free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Articles of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is bound. Company has reserved (i) 3,537,000 shares of Common Stock for issuance to employees, consultants and directors pursuant to the Company Stock Option Plans, of which , as of the date of this Agreement, 558,160 shares have been issued pursuant to option exercises or direct stock purchases, 2,397,305 shares are subject to outstanding, unexercised options, none are subject to outstanding stock purchase rights, and 581,535 shares are available for issuance thereunder and (ii) 450,000 shares of Common Stock for issuance to employees pursuant to the Company ESPP, of which, as of the date of this Agreement, 207,732 shares have been issued. Between May 15, 2001 and the date hereof, Company has not (i) issued or granted additional options under the Company Stock Option Plans, or (ii) accepted enrollments in the Company ESPP. Except as set forth on Schedule 4.3for (i) the rights created pursuant to this Agreement, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Stock Option Plans and the ESPP, or as set forth on Schedule 4.3Company ESPP and (ii) Company's rights to repurchase any unvested shares under the Company Stock Option Plans, there are not any securities, no other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company or any of its subsidiaries is a party or by which any of them it is bound obligating the Company or any of its subsidiaries to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. There are no outstanding rightscontracts, commitmentscommitments or agreements relating to voting, agreementspurchase or sale of Company's capital stock (other than those granting Company the right to purchase unvested shares upon employment or service termination, arrangements and the Shareholder Agreement) (i) between or undertakings of any kind obligating the among Company or and any of its subsidiaries shareholders and (ii) to repurchasethe best of Company's knowledge, redeem between or otherwise acquire or dispose among any of any shares of capital stock or other equity or voting securities Company's shareholders. The terms of the Company Stock Option Plans permit the assumption of options to purchase Parent Common Stock as provided in this Agreement, without the consent or any of its subsidiaries or any securities approval of the type described holders of such securities, shareholders, or otherwise. The current "Offering Period" (as defined in the two immediately preceding sentencesCompany ESPP) commenced under the --------------- Company ESPP on February 1, 2000 and will end on the date provided for in Section 5.9(c), and except for the purchase rights granted on such commencement date to participants in the current Offering Period, there are no other purchase rights or options outstanding under the Company ESPP. The terms of the Company ESPP permit the Company to shorten and terminate Offering Periods without the consent or approval of participants in the ESPP, shareholders, or otherwise. True and complete copies of all agreements and instruments relating to or issued under the Company Stock Option Plans or Company ESPP (or form, in the case of instruments in standard form) have been made available to Parent and such agreements and instruments have not been amended, modified or supplemented since being made available to Parent, and there are no agreements to amend, modify or supplement such agreements or instruments in any case from the form made available to Parent. The shares of Company Common Stock issued under the Company Stock Option Plans, as amended and under all prior versions thereof, have either been registered under the Securities Act or were issued in transactions which qualified for exemptions pursuant to Rule 701 under the Securities Act for stock issuances under compensatory benefit plans.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 fifty million (50,000,000) shares of preferred stockCommon Stock, $0.01 par value, of which there were issued and outstanding as of the close of business on June 15, 2001, 9,061,620 shares, and ten million (10,000,000) shares of Preferred Stock $0.01 par value $0.01 per share of which five hundred thousand (the "500,000) shares have been designated as Series G Preferred Shares")Stock. As of December 31the close of business on June 15, 1997, (i) 3,490,835 Class A Shares 2001 there were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or issued and outstanding. Except as set forth above No shares of Company Common Stock are held in treasury of the Company or on Schedule 4.3, by its Subsidiaries. There are no other outstanding shares of capital stock or other equity voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after June 15, 2001, except upon the exercise of options outstanding as of such date under the Company are issued, reserved for issuance Stock Option Plans (as defined in Section 2.6(c)) or outstanding, except for Shares referred pursuant to in clauses the Company's 1996 Employee Stock Purchase Plan (iv) and (v) above which may be issued upon exercise of the outstanding "Company OptionsESPP"). All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Common Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are free and clear of any liens or encumbrances, other than any liens, charges, claims, encumbrances or rights of others, and are not subject to preemptive rights. Except as set forth on Schedule 4.3rights or rights of first refusal created by statute, there are not any bondsthe Certificate of Incorporation, debentures, notes or other indebtedness or securities Bylaws of the Company having or any agreement to which the right Company is a party or by which it is bound. As of the close of business on June 15, 2001, the Company had reserved (i) 5,736,884 shares of Common Stock for issuance to vote employees, consultants and directors pursuant to the Company Stock Option Plans, of which 2,264,058 shares had been issued pursuant to option exercises or direct stock purchases, 3,155,594 shares were subject to outstanding, unexercised options, no shares were subject to outstanding stock purchase rights, and 316,872 shares were available for issuance thereunder and (ii) 1,050,000 shares of Common Stock for issuance to employees pursuant to the Company ESPP, of which 535,153 shares had been issued. Between June 15, 2001 and July 2, 2001, Company has not (i) issued or convertible intogranted additional options under the Company Stock Option Plans, or exchangeable for, securities having the right to vote(ii) on any matters on which shareholders of accepted enrollments in the Company may voteESPP. Other than Except for (i) the Sharesrights created pursuant to this Agreement, the Company Options, Stock Option Plans and the ESPP, or as set forth on Schedule 4.3Company ESPP and (ii) the Company's rights to repurchase any unvested shares under the Company Stock Option Plans, there are not any securities, no other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company or any of its subsidiaries is a party or by which any of them it is bound obligating the Company or any of its subsidiaries to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. There are no outstanding rightscontracts, commitmentscommitments or agreements relating to voting, agreements, arrangements purchase or undertakings sale of any kind obligating the Company's capital stock (other than those granting the Company the right to purchase unvested shares upon employment or service termination) (i) between or among the Company and any of its subsidiaries stockholders and (ii) to repurchasethe Company's Knowledge, redeem between or otherwise acquire or dispose among any of any shares of capital stock or other equity or voting securities the Company's stockholders. The terms of the Company Stock Option Plans permit the assumption or substitution of options to purchase Parent Common Stock as provided in this Agreement, without the consent or approval of the holders of such securities, stockholders, or otherwise. The current Offering Period (as defined in the Company ESPP) commenced under the Company ESPP on February 1, 2001 and will end on July 31, 2001, and except for the purchase rights granted on such commencement date to participants in the current Purchase Period (as defined in the Company ESPP), there are no other purchase rights or options outstanding under the Company ESPP. True and complete copies of all forms of agreements and instruments relating to or issued under the Company Stock Option Plans or Company ESPP (and true and complete copies of all such agreements and instruments which differ in any material respect from any of its subsidiaries such forms) will be provided to Parent. The shares of Company Common Stock issued under the Company Stock Option Plans, as amended and under all prior versions thereof, have either been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any securities of were issued in transactions which qualified for exemptions under either Section 4(2) of, or Rule 701 under, the type described in the two immediately preceding sentencesSecurities Act for stock issuances under compensatory benefit plans.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A 240,000,000 Shares, 10,000,000 Class B of which 116,470,432 Shares were outstanding as of the close of business on January 15, 1998, and 10,000,000 12,000,000 shares of preferred stockPreferred Stock, par value $0.01 50.00 per share (the "Preferred Shares"), of which no shares were outstanding as of the close of business on January 15, 1998. As All of December 31the outstanding Shares have been duly authorized and are validly issued, 1997fully paid and nonassessable. Other than Shares reserved for issuance under the Stock Option Agreement, (i) 3,490,835 Class A Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company has no commitments to issue or by any deliver Shares or Preferred Shares, except that, as of the Company's subsidiariesJanuary 15, (iv) 10,500 Class A 1998, there were 10,116,531 Shares were reserved for subject to issuance pursuant to the outstanding Company's Stock Incentive Plan of 1997, Amended and Restated 1993 Stock Plan for Non-Employee Directors, the 1992 Employee Stock Option Plan, Stock Incentive Plan of 1991, Stock Option Plan of 1990, Stock Option Plan of 1987, 1994 Stock Plan for Employees of the Company Optionsand Titan Stock Option Plans (the "Company Stock Plans"), (v) 629,150 Class B 2,400,000 Preferred Shares were reserved for subject to issuance pursuant to the outstanding Amended and Restated Rights Agreement, dated as of March 11, 1997, between the Company Optionsand The Bank of New York, as Rights Agent (vi) 300,000 Class A the "Rights Agreement"), and 5,181,588 Shares and no Class B Shares were reserved for subject to issuance pursuant to the ESPPCompany's Zero Coupon Convertible Notes due 2009 (the "Convertible Notes"). The Company Disclosure Letter contains a list, which is complete and accurate in all material respects as of the date specified therein, of each outstanding option to purchase or acquire Shares under each of the Company Stock Plans (vii) no shares each a "Company Option"), including the plan, the holder, date of Preferred Stock were issuedgrant, reserved for issuance or outstandingexercise price and number of Shares subject thereto. Except as set forth above or on Schedule 4.3, no Each of the outstanding shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise each of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsowned by the Company or a direct or indirect wholly-owned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth on Schedule 4.3described above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other indebtedness or securities obligations the holders of the Company having which have the right to vote (or, except as referred to in this subsection (b), convertible into or convertible into, or exchangeable for, exercisable for securities having the right to vote) on any matters on which shareholders with the stockholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesmatter.

Capital Structure. The As of the date hereof, the authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 30,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.01 .01 per share share, of the Company (the "Company Preferred SharesStock"). As At the close of December 31business on October 22, 1997, 1999 (except as otherwise indicated): (i) 3,490,835 Class A Shares 18,183,374 shares of Company Common Stock were issued and outstanding, ; (ii) 5,892,756 Class B Shares were issued 100,000, 333,224, 1,300,000, 350,000, 150,000, and outstanding, (iii) no Shares were held by the 427,420 shares of Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares Common Stock were reserved for issuance pursuant to the Company's 1996 Non-Employee Director Stock Option Plan, the Company's Service Center Stock Option Plan, the Company's 1996 Incentive Stock Plan, the Company's 1996 Employee Stock Purchase Plan, the Company's 1997 Non-Qualified Stock Purchase Plan and the Company's 1997 Non-Qualified Stock Option Plan (collectively, the "Company Stock Plans"), respectively; (iii) as of September 30, 1999, 2,166,451 shares of Company Common Stock were subject to issuance pursuant to outstanding options under the Company Options, Stock Plans; (viv) 629,150 Class B Shares were 365,527 shares of Company Common Stock are reserved for issuance pursuant to warrants (the outstanding "Company Options, Warrants") to purchase shares of Company Common Stock upon the terms and conditions set forth on Schedule 3.1(b)(iv) of the Company Disclosure Schedule; (viv) 300,000 Class A Shares and no Class B Shares were 20,000 shares of Company Common Stock are reserved for issuance pursuant to restricted stock awards ("Restricted Stock Awards") having the ESPP, terms and conditions set forth on Schedule 3.1(b)(v) of the Company Disclosure Schedule; (vi) no shares of Company Common Stock were held by the Company in its treasury or by its wholly owned Subsidiaries; (vii) no shares of Company Preferred Stock were issued, reserved issued and outstanding; and (viii) except for issuance or outstanding. Except as set forth above or the $13,801,853 aggregate principal amount of the Company's convertible subordinated notes identified on Schedule 4.3, no shares of capital stock or other equity or voting securities 3.1(b)(viii) of the Company are issuedDisclosure Schedule (the "Company Convertible Notes"), reserved for issuance or outstanding, except for Shares referred to in clauses (ivwhich is convertible into an aggregate of 410,831 shares of Company Common Stock upon the terms and conditions set forth on Schedule 3.1(b)(viii) and (v) above which may be issued upon exercise of the outstanding Company OptionsDisclosure Schedule, no Voting Debt (as defined below) was issued and outstanding. The term "Voting Debt" means bonds, debentures, notes or other indebtedness having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of the Company or Parent, as the case may be, may vote. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, Common Stock are validly issued, fully paid and nonassessable and are not subject to preemptive rights. Except as set forth on Schedule 4.33.1(b)(ix) of the Company Disclosure Schedule, all outstanding shares of capital stock of the Subsidiaries of the Company are owned by the Company, or a direct or indirect wholly owned Subsidiary of the Company, free and clear of all liens, charges, encumbrances, claims and options of any nature. Except as set forth in this Section 3.1(b) or Schedule 3.1(b)(x) of the Company Disclosure Schedule and except for changes since October 22, 1999 resulting from the exercise of stock options granted pursuant to, or from issuances or purchases under, the Company Stock Plans, the Company Warrants or the Company Convertible Notes or as contemplated by this Agreement, there are not any bondsoutstanding: (i) no shares of capital stock, debentures, notes Voting Debt or other indebtedness or voting securities of the Company; (ii) no securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders Subsidiary of the Company may vote. Other than convertible into or exchangeable for shares of capital stock, Voting Debt or other voting securities of the Shares, Company Options, Option Plans or any Subsidiary of the Company; and the ESPP, or as set forth on Schedule 4.3, there are not any securities, (iii) no options, warrants, calls, rights (including preemptive rights), commitments, agreements, arrangements commitments or undertakings of any kind agreements to 8 18 which the Company or any Subsidiary of its subsidiaries the Company is a party or by which any of them it is bound in any case obligating the Company or any Subsidiary of its subsidiaries the Company to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of capital stock or any Voting Debt or other equity or voting securities of the Company or of any Subsidiary of its subsidiaries the Company, or obligating the Company or any Subsidiary of its subsidiaries the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. Except as contemplated by this Agreement, agreementthere are not as of the date hereof and there will not be at the Effective Time any stockholder agreements, arrangement voting trusts or undertakingother agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any shares of the capital stock of the Company that will limit in any way the solicitation of proxies by or on behalf of the Company from, or the casting of votes by, the stockholders of the Company with respect to the Merger. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating restrictions on the Company or to vote the stock of any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesSubsidiaries.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 300,000,000 shares of Company Class A SharesCommon Stock, 10,000,000 150,000,000 shares of Company Class B Shares Common Stock and 10,000,000 100,000,000 shares of preferred stock, $.01 par value $0.01 per share value, of the Company (the "Company Preferred SharesStock"). As At the close of December business on January 31, 1997, (i) 3,490,835 44,957,557 shares of Company Class A Shares Common Stock were issued and outstanding, (ii) 5,892,756 51,407,868 shares of Company Class B Shares Common Stock were issued and outstanding, (iii) no Shares shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company or by any of the Company's subsidiariesin its treasury, (ivv) 10,500 5,512,500 shares of Company Class A Shares Common Stock were reserved for issuance pursuant to the outstanding Company Options, s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (vthe "Company Stock Plans") 629,150 and (vi) 51,407,868 shares of Company Class B Shares A Common Stock were reserved for issuance pursuant to the outstanding upon conversion of Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to Common Stock in accordance with the ESPPterms of the Company's Restated Certificate of Incorporation. Except as set forth above, and (vii) at the close of business on January 31, 1997, no shares of Preferred Stock capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements stock appreciation rights or undertakings of any kind obligating rights (other than options to acquire Company Class A Common Stock granted under the Company or any of its subsidiaries Stock Plans ("Employee Stock Options")) to repurchase, redeem or otherwise acquire or dispose of any receive shares of capital stock Company Common Stock on a deferred basis granted under the Company Stock Plans or other equity or voting securities otherwise. Section 4.01(c) of the Company or any Disclosure Schedule sets forth a complete and correct list, as of its subsidiaries or any securities January 31, 1997, of the type described in holders of all Employee Stock Options, the two immediately preceding sentences.number of shares subject to each such option and the exercise prices thereof. All

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares(i) 100,000,000 shares of Company Common Stock (of which, 10,000,000 Class B Shares as of July 21, 2000, 32,757,155 shares were issued and outstanding) and (ii) 10,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Shares"). As of December 31, 1997, (i) 3,490,835 Class A Shares were which no shares are issued and outstanding, (ii) 5,892,756 Class B Shares were ). No other capital stock of the Company is authorized or issued and outstanding, . SECTION 3.01(c) OF THE COMPANY DISCLOSURE SCHEDULE sets forth (iiiu) no Shares were held by all plans or agreements (the "STOCK PLANS") pursuant to which the Company or by any of its Subsidiaries has granted or committed to grant any option or right to acquire stock or any other award payable in or based upon Company Common Stock; (v) the Company's subsidiaries, (iv) 10,500 Class A Shares were number of shares of Company Common Stock reserved for issuance pursuant to under the outstanding Company OptionsStock Plans, as of July 21, 2000, (vw) 629,150 Class B Shares were reserved for issuance pursuant the number of shares of Company Common Stock subject to outstanding stock options, as of July 21, 2000 (the outstanding "STOCK OPTIONS"); (x) the grant dates and exercise prices of each such Stock Option and the names of the holders thereof; (y) the number of shares of Company Options, Common Stock subject to restrictions based on satisfaction of performance criteria (vithe "RESTRICTED STOCK") 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, names of the holders thereof; and (viiz) no shares of Preferred all other rights to purchase or receive Company Common Stock were issued, reserved for issuance or outstandingunder the Stock Plans. Except as set forth above in SECTION 3.01(c) OF THE COMPANY DISCLOSURE SCHEDULE, there are no outstanding options, warrants or on Schedule 4.3other securities or subscription, no preemptive or other rights convertible into or exchangeable or exercisable for any shares of capital stock or other equity or voting securities interests of the Company and there are issuedno "phantom stock" rights, reserved for issuance stock appreciation rights or outstandingother similar rights with respect to the Company. No shares of Company Common Stock are owned by any Subsidiary of the Company. During the period from July 21, except for Shares referred 2000 to the date of this Agreement, (A) there have been no issuances by the Company of shares of capital stock of, or other equity or voting interests in, the Company, other than issuances of shares of Company Common Stock pursuant to the exercise of Stock Options outstanding on such date as required by their terms as in clauses (iv) effect on such date and (vB) above which may be issued upon exercise there have been no issuances by the Company of options, warrants or other rights to acquire shares of capital stock or other equity or voting interests from the outstanding Company OptionsCompany. All outstanding shares of capital stock of the Company Common Stock are, and all Shares which shares of Company Common Stock that may be issued pursuant to the Option Plans willor rights or agreements set forth in SECTION 3.01(c) OF THE COMPANY DISCLOSURE SCHEDULE will be when issued in accordance with the terms thereof, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there There are not any no bonds, debentures, notes or other indebtedness or securities of the Company or any of its Subsidiaries, and no securities or other instruments or obligations of the Company or any of its Subsidiaries, the value of which is in any way based upon or derived from any capital or voting stock of the Company or any such Subsidiary 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 Shareholders or the shareholders of the Company any such subsidiary may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above or in SECTION 3.01(c) OF THE COMPANY DISCLOSURE SCHEDULE or as specifically permitted under Section 4.01(a), there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings no Contracts of any kind to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound bound, obligating the Company or any of its subsidiaries Subsidiaries to issue, deliver deliver, grant or sell, or cause to be issued, delivered 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 Company or of any of its subsidiaries Subsidiaries, or any "phantom stock" right, stock appreciation right or other similar right with respect to the Company or any of its Subsidiaries, or obligating the Company or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingContract. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind Contracts obligating the Company or any of its subsidiaries Subsidiaries to (x) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (y) vote or dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. To the knowledge of the Company, as of the date of this Agreement, there are no irrevocable proxies and no voting agreements with respect to any shares of the capital stock or other equity or voting securities of the Company or any of its subsidiaries Subsidiaries. Except as set forth in SECTION 3.01(c) OF THE COMPANY DISCLOSURE SCHEDULE, each outstanding share of capital stock of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and each such share is owned by the Company or another Subsidiary of the Company free and clear of all liens, rights of first refusal or other contractual transfer restrictions, agreements and limitations on the Company's or any securities of the type described in the two immediately preceding sentencesits Subsidiaries' voting rights of any nature whatsoever.

Capital Structure. (i) The authorized capital stock of AFC consists of 70,000,000 shares of AFC Common Stock and 5,000,000 shares of preferred stock of AFC, par value $1.00 per share (the "AFC Preferred Stock"). As of the date of this Agreement, (A) 26,451,252 shares of AFC Common Stock were issued and 26,364,760 were outstanding, (B) no shares of the AFC Series A Preferred Stock were outstanding, (C) 2,000,000 shares of AFC Series B Preferred Stock were outstanding; (D) no shares of AFC Common Stock were reserved for issuance except that 3,531,043 of AFC Common Stock were reserved for issuance pursuant to AFC's stock option plans and agreements and 300,000 shares of AFC Common Stock were reserved for issuance pursuant to AFC's dividend reinvestment plan, (E) no shares of AFC Series A Preferred Stock were reserved for issuance except pursuant to the AFC Rights Agreement and (F) 86,492 shares of AFC Common Stock were held by AFC in its treasury or by its Subsidiaries. The authorized capital stock of the Company Association consists of 50,000,000 Class A Shares35,000,000 shares of common stock, 10,000,000 Class B Shares par value $1.00 per share, and 10,000,000 5,000,000 shares of preferred stock, par value $0.01 1.00 per share (the "Preferred Shares")share. As of December 31the date of this Agreement, 1997, (i) 3,490,835 Class A Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no 1,000 shares of Preferred Stock such common stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital such preferred stock or other equity or voting securities were outstanding and all outstanding shares of such common stock were, and as of the Company are issuedEffective Time will be, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Optionsowned by AFC. All outstanding shares of capital stock of AFC and the Company Association are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive rights. Except as set forth on Schedule 4.3rights and, with respect to shares held by AFC in its treasury or by its Significant Subsidiaries, are free and clear of all liens, encumbrances or restrictions (other than those imposed by applicable federal or state securities laws) and there are not any bonds, debentures, notes no agreements or other indebtedness understandings with respect to the voting or securities disposition of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesshares.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares (x) 100,000,000 shares of Company Common Stock and 10,000,000 (y) 20,000,000 shares of preferred stock, par value $0.01 0.001 per share (the "share, of which 2,000 shares are designated as Company Preferred Shares")Stock. As of December 31the close of business on April 16, 19972007, there were: (i) 3,490,835 Class A Shares were 14,292,603 shares of Company Common Stock issued and outstanding, ; (ii) 5,892,756 Class B Shares were 591.6318 shares of Company Preferred Stock issued and outstanding, outstanding which are convertible into 9,860,135 shares of Company Common Stock; (iii) no Shares were held by accrued but undeclared dividends on the Company or by any Preferred Stock which are convertible into 634,871 shares of Company Common Stock pursuant to the Certificate of Designations of the Company Preferred Stock; (iv) no shares of Company Common Stock held in the treasury of the Company's subsidiaries, ; (ivv) 10,500 Class A Shares were 4,516,837 shares of Company Common Stock Options available for grant pursuant to the Company Stock Option Plan; (vi) 3,483,163 shares of Company Common Stock reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance options granted pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, Stock Option Plan; and (vii) no Company Warrants listed in Section 3.01(c) of the Company Disclosure Schedule, representing the right to purchase 7,102,838 shares of Preferred Stock were issued, reserved for issuance or outstandingCompany Common Stock. Except as set forth above or above, as of the close of business on Schedule 4.3April 16 2007, there were no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares shares which may be issued pursuant to the Company Stock Option Plans willPlan shall be, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there All securities issued by the Company were issued in compliance in all material respects with all applicable federal and state securities laws and all applicable rules and regulations promulgated thereunder. There are not any no outstanding bonds, debentures, notes or other indebtedness or debt securities of the Company having or any of its Subsidiaries that have the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may votevote (collectively, "Voting Debt"). Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above, there are not any no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries Subsidiaries or obligating the Company or any of its subsidiaries Subsidiaries to issue, grant, extend extend, accelerate the vesting of or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rightscontractual obligations, commitments, agreements, understandings or arrangements or undertakings of any kind obligating the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire or dispose make any payment in respect of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries Subsidiaries. To the knowledge of the Company, except as provided in Section 3.01(c) of the Company Disclosure Schedule, there are no irrevocable proxies with respect to shares of capital stock of the Company or any Subsidiary of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other agreements or arrangements with or, to the knowledge of the Company, among any securityholders of the Company with respect to securities of the type described Company. Except as set forth in Section 3.01(c) of the two immediately preceding sentencesCompany Disclosure Schedule, the Company has complied in all respects with any obligation to register shares of Company Common Stock and has not incurred any liability in connection with its failure to register such shares. Except as set forth in Section 3.01(c) of the Company Disclosure Schedule, since April 30, 2006, the Company has not (A) issued or permitted to be issued any shares of capital stock, or securities exercisable for or convertible into shares of capital stock, of the Company or any of its Subsidiaries; (B) repurchased, redeemed or otherwise acquired, directly or indirectly through one or more Subsidiaries, any shares of capital stock of the Company or any of its Subsidiaries or (C) declared, set aside, made or paid to the stockholders of the Company dividends or other distributions on the outstanding shares of capital stock of the Company.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stockCommon Capital Stock and 300,000 shares of Cumulative Preferred Stock. The Common Capital Stock is divided into two series, par value $0.01 per share (the "Preferred Shares")Common Stock and the Series B Common Stock, of which there are 44,000,000 authorized shares of Common Stock and 6,000,000 authorized shares of Series B Common Stock. As At the close of December 31, 1997business on July 26 2013, (i) 3,490,835 Class A Shares 9,684,631 shares of Common Stock were issued and outstandingoutstanding (including 48,759 unvested shares under Company Stock-Based Awards), (ii) 5,892,756 Class B Shares 525,489 shares of Common Stock were issued and outstandingheld in treasury, (iii) no Shares 1,087,865 shares of Common Stock were held by reserved for issuance under the Company or by any of the Company's subsidiariesStock Plans, (iv) 10,500 Class A Shares no shares of Series B Common Stock were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPPoutstanding, and (viiv) no shares of Cumulative Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans willCommon Stock, when issuedissued in accordance with the terms thereof, be were duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rightsfree of pre-emptive rights and all Liens. Except as set forth on Schedule 4.3, there are not any bonds, debentures, notes or other indebtedness or securities Section 5.02(a) of the Company having Disclosure Schedule sets forth a complete and correct list as of July 26, 2013 of all outstanding Company Stock-Based Awards, Company Stock Options and each right of any kind, contingent or accrued, to receive shares of Common Stock (other than the right to vote (Top-Up Option) or convertible into, benefits measured in whole or exchangeable for, securities having in part by the right to vote) on any matters on which shareholders value of a number of shares of Common Stock granted under the Company may vote. Other than the SharesStock Plans, Company OptionsBenefit Plans or otherwise (including restricted stock units, Option Plans phantom units, deferred stock units and dividend equivalents), the number of shares of Common Stock issuable thereunder or with respect thereto and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which exercise price (if any) and the Company or any of its subsidiaries is a party or by which any of them is bound obligating has granted no other such awards since July 26, 2013 and prior to the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesdate hereof.

Capital Structure. The (a) As of the date hereof, the authorized capital stock of the Company Trenwick consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 30,000,000 shares of common stock with a par value of $0.10 per share and 10,000,000 2,000,000 shares of preferred stock, stock with a par value of $0.01 0.10 per share (the "Preferred Shares")share. As of December 3115, 19971999, (i) 3,490,835 Class A Shares 17,397,809 shares of common stock were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares shares of common stock were held by the Company as treasury shares or by any Subsidiaries of the Company's subsidiariesTrenwick, (iv) 10,500 Class A Shares 200,000 shares of Series B Junior Participating Preferred Stock were reserved for issuance upon exercise of the rights (the "Rights") distributed to the holders of shares of common stock pursuant to the outstanding Rights Agreement dated as of September 24, 1997 (the "Rights Agreement"), between Trenwick and First Chicago Trust Company Optionsof New York, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPPas Rights Agent, and (viiv) no shares of Preferred Stock preferred stock were issued, reserved for issuance issued or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities Section 3.3(a) of the Company Trenwick Disclosure Letter sets forth each plan, arrangement or agreement pursuant to which options or stock appreciation rights with respect to Trenwick Shares may be granted or under which such options or stock appreciation rights have been granted and are issued, outstanding (the "Trenwick Option Plans") and in the aggregate the maximum number of options and stock appreciation rights outstanding as of the date hereof and the class and number of Trenwick Shares reserved for issuance or outstanding, except for Shares issue pursuant to the Trenwick Option Plans (such options and rights being herein collectively referred to in clauses (iv) and (v) above which may be issued upon exercise as the "Trenwick Options"), together with a listing of the outstanding Company Optionsaggregate number of such Trenwick Options which shall vest at the Merger Effective Time as a result of the Plan of Merger. All Each of the outstanding shares of capital stock of each Subsidiary of Trenwick, other than the Company are110,000 redeemable preferred capital securities (liquidation amount $1,000 per security) issued by Trenwick Capital Trust I, a Delaware statutory business trust ("Trenwick Capital"), and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except other than as set forth on Schedule 4.3, there are not any bonds, debentures, notes or other indebtedness or securities in Section 3.3(a) of the Company having the right to vote (Trenwick Disclosure Letter, is directly or convertible intoindirectly owned by Trenwick, or exchangeable for, securities having the right to vote) on any matters on which shareholders free and clear of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesall Liens.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares240,000,000 shares of common stock, 10,000,000 par value $0.001 per share, of which 225,000,000 shares are designated common stock, and 15,000,000 shares are designated Class B Shares common stock, and 10,000,000 shares of preferred stock, par value $0.01 0.001 per share (the "“Preferred Shares"Stock”), of which 1,500,000 shares are designated Series A Convertible Preferred Stock (“Series A Convertible Preferred Stock”). As of December 31the close of business on February 15, 19972013, (i) 3,490,835 Class A Shares there were issued and outstandingoutstanding 69,467,923 shares of Common Stock, (ii) 5,892,756 there were no shares of Class B Shares were Common Stock issued and outstanding, (iii) no Shares there were held by the Company or by any 700,000 shares of the Company's subsidiariesSeries A Convertible Preferred Stock issued and outstanding, (iv) 10,500 Class A Shares there were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Company Stock Plans, to purchase an aggregate of 10,883,156 shares of Common Stock and 2,212,904 Restricted Shares as set forth in Section 3.2 of the Disclosure Schedule. Section 3.2 of the Disclosure Schedule sets forth (i) (A) the name of each Option Plans willholder, when issued(B) the date each Option was granted, (C) the number of shares of Common Stock subject to each such Option, whether the Option is subject to any performance based vesting conditions or time based vesting conditions (including a summary description thereof), and the number of shares of Common Stock subject to each such Option which (x) will be vested at or prior to the Effective Time, (y) will not be vested at or prior to the Effective Time but which will not be canceled in accordance with Section 2.6(a)(i), and (z) will be canceled in accordance with Section 2.6(a)(i), and (D) the price at which each such Option may be exercised, and (ii) (A) the name of each holder of Restricted Shares, the number of Restricted Shares held by each such holder, whether such Restricted Shares are subject to any performance based vesting conditions or time based vesting conditions (including a summary description thereof), and the number of Restricted Shares which (x) will be vested at or prior to the Effective Time, (y) will not be vested at or prior to the Effective Time but which will not be canceled in accordance with Section 2.6(b)(i), and (z) will be canceled in accordance with Section 2.6(b)(i), and (B) the date such Restricted Shares were granted. All of the outstanding shares of Common Stock and Preferred Stock, as applicable, are duly authorized, authorized and are validly issuedissued and outstanding, fully paid and nonassessable non-assessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the DGCL, the Company’s certificate of incorporation or by-laws or any Contract to which the Company is or was a party or otherwise bound. Except as set forth on Schedule 4.3, there are not Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness or securities obligations the holders of the Company having which have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which shareholders with the stockholders of the Company may voteor any such Subsidiary on any matter. Other than Except as otherwise set forth in this Section 3.2, the Shares, Company Options, Option Plans and the ESPPhas no outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or as set forth on Schedule 4.3any outstanding rights (either preemptive or other and including any “phantom stock rights”, there are not any securitiesstock appreciation rights, options, warrants, calls, rightsstock-based performance units, commitments, agreementscontracts, arrangements or undertakings of any kind kind) to subscribe for or to purchase or the value of which is based on, or any outstanding options or warrants for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or any of its subsidiaries Subsidiaries. The Company is a party not subject to any obligation (contingent or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries otherwise) to repurchase, redeem or otherwise acquire or dispose of retire any shares of capital stock or other its equity or voting securities of the Company or any of its subsidiaries convertible securities, rights or any securities options of the type described in the two immediately preceding sentencessentence (except for the withholding of shares of Common Stock in connection with Taxes payable in respect of the exercise of Options or the conversion or vesting of Restricted Shares). Since February 15, 2013, except as expressly permitted by this Agreement or as required by the ESPP, the Company has not issued any shares of capital stock except in connection with the conversion or exercise of securities referred to above.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 50,000,000 Class A Shares160,000,000 shares of Common Stock, 10,000,000 Class B Shares of which 57,899,318 shares are issued and 10,000,000 outstanding as of July 20, 2009, and 3,000,000 shares of preferred stock, no par value $0.01 per share (the "Preferred Shares")share, of which no shares are issued and outstanding as of July 20, 2009. As of December 31July 20, 19972009, (i) 3,490,835 Class A Shares were issued and outstandingthere are 2,564,396 shares of Common Stock subject to outstanding options to acquire Common Stock, (ii) 5,892,756 Class B Shares were issued and outstanding4,456,987 shares of Common Stock deliverable pursuant to outstanding restricted stock units, (iii) no Shares were held by 6,965,858 shares of Common Stock issuable upon the Company or by any exercise of the Company's subsidiariesSeries B Yucaipa Warrants, (iv) 10,500 Class A Shares were 6,965,858 shares of Common Stock reserved for issuance pursuant to upon the outstanding Company Optionsexercise of the Series B Yucaipa Warrants, (v) 629,150 Class B Shares were 686,277 shares of Common Stock issuable upon the exercise of the ChaseMellon Warrants, 686,277 shares of Common Stock reserved for issuance pursuant to upon the outstanding Company Optionsexercise of the ChaseMellon Warrants, (vi) 300,000 Class A Shares and no Class B Shares were 11,278,999 shares of Common Stock issuable upon the conversion of the Convertible Notes, 11,278,999 shares of Common Stock reserved for issuance pursuant to upon the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities conversion of the Company are issued, reserved for issuance or outstanding, except for Shares referred Convertible Notes and no stock equivalent units linked to in clauses (iv) and (v) above which may be issued upon exercise Common Stock. Each share of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Common Stock is duly authorized, validly issued, fully paid and nonassessable nonassessable. The Shares, and the Common Stock issuable upon conversion of the Investor Shares (the “Underlying Securities”), have been duly authorized and reserved, and the Shares will, and upon conversion of the Shares in accordance with the Convertible Preferred Articles Supplementary, the Underlying Securities, will (i) be validly issued, fully paid and nonassessable, (ii) not subject to have been issued in violation of any purchase option, call option, right of first refusal, preemptive rights. Except as set forth on Schedule 4.3right, there are not subscription right or any bondssimilar right under any provision of the Maryland General Corporation Law, debentures, notes the Charter or other indebtedness or securities By-Laws of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind Contract to which the Company or any of its material subsidiaries is a party or by which any of them is its or their respective assets are bound and (iii) be free and clear of all Encumbrances. Other than the Convertible Notes, the Company has no Voting Debt. Except as set forth above, in Section 2.03(a) of the Company Disclosure Letter or as expressly contemplated by this Agreement there are no (A) outstanding obligations, options, warrants, convertible securities, exchangeable securities, securities or rights that are linked to the value of the Common Stock or other rights, agreements or commitments relating to the capital stock of the Company or obligating the Company to issue or sell or otherwise transfer shares of capital stock of the Company or any of its subsidiaries to issue, deliver securities convertible into or sell, or cause to be issued, delivered or sold, additional exchangeable for any shares of capital stock or other equity or voting securities of the Company or any Voting Debt of any the Company, (B) outstanding obligations of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock of the Company, (C) voting trusts, stockholder agreements, proxies or other equity agreements or understandings in effect with respect to the voting securities or transfer of shares of capital stock of the Company (but only to the Company’s knowledge with respect to any such agreements to which the Company is not a party) or (D) rights of first refusal, preemptive rights, subscription rights or any similar rights under any provision of the Maryland General Corporation Law, the Charter or By-Laws or any Contract to which the Company is a party or by which any of its subsidiaries assets are bound. No provision of the Charter or the By-Laws would, directly or indirectly, restrict or impair the ability of the Investors to vote, or otherwise exercise the rights of a stockholder with respect to, the Shares (or any securities Underlying Securities) or any other shares of Common Stock of the type described Company that may be acquired or controlled by the Investors, except as expressly set forth in the two immediately preceding sentencesConvertible Preferred Articles Supplementary. The Company does not have an outstanding “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of certain events.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 50,000,000 Class A Shares160,000,000 shares of Common Stock, 10,000,000 Class B Shares of which 57,899,318 shares are issued and 10,000,000 outstanding as of July 20, 2009, and 3,000,000 shares of preferred stock, no par value $0.01 per share (the "Preferred Shares")share, of which no shares are issued and outstanding as of July 20, 2009. As of December 31July 20, 19972009, (i) 3,490,835 Class A Shares were issued and outstandingthere are 2,564,396 shares of Common Stock subject to outstanding options to acquire Common Stock, (ii) 5,892,756 Class B Shares were issued and outstanding4,456,987 shares of Common Stock deliverable pursuant to outstanding restricted stock units, (iii) no Shares were held by 6,965,858 shares of Common Stock issuable upon the Company or by any exercise of the Company's subsidiariesSeries B Yucaipa Warrants, (iv) 10,500 Class A Shares were 6,965,858 shares of Common Stock reserved for issuance pursuant to upon the outstanding Company Optionsexercise of the Series B Yucaipa Warrants, (v) 629,150 Class B Shares were 686,277 shares of Common Stock issuable upon the exercise of the ChaseMellon Warrants, 686,277 shares of Common Stock reserved for issuance pursuant to upon the outstanding Company Optionsexercise of the ChaseMellon Warrants, (vi) 300,000 Class A Shares and no Class B Shares were 11,278,999 shares of Common Stock issuable upon the conversion of the Convertible Notes, 11,278,999 shares of Common Stock reserved for issuance pursuant to upon the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities conversion of the Company are issued, reserved for issuance or outstanding, except for Shares referred Convertible Notes and no stock equivalent units linked to in clauses (iv) and (v) above which may be issued upon exercise Common Stock. Each share of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Common Stock is duly authorized, validly issued, fully paid and nonassessable nonassessable. The Shares, and the Common Stock issuable upon conversion of the Investor Shares (the “Underlying Securities”), have been duly authorized and reserved, and the Shares will, and upon conversion of the Shares in accordance with the Convertible Preferred Articles Supplementary, the Underlying Securities, will (i) be validly issued, fully paid and nonassessable, (ii) not subject to have been issued in violation of any purchase option, call option, right of first refusal, preemptive rights. Except as set forth on Schedule 4.3right, there are not subscription right or any bondssimilar right under any provision of the Maryland General Corporation Law, debentures, notes the Charter or other indebtedness or securities By-Laws of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind Contract to which the Company or any of its material subsidiaries is a party or by which any of them is its or their respective assets are bound and (iii) be free and clear of all Encumbrances. Other than the Convertible Notes, the Company has no Voting Debt. Except as set forth above, in Section 2.03(a) of the Company Disclosure Letter or as expressly contemplated by this Agreement there are no (A) outstanding obligations, options, warrants, convertible securities, exchangeable securities, securities or rights that are linked to the value of the Common Stock or other rights, agreements or commitments relating to the capital stock of the Company or obligating the Company to issue or sell or otherwise transfer shares of capital stock of the Company or any of its subsidiaries to issue, deliver securities convertible into or sell, or cause to be issued, delivered or sold, additional exchangeable for any shares of capital stock or other equity or voting securities of the Company or any Voting Debt of any the Company, (B) outstanding obligations of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock of the Company, (C) voting trusts, stockholder agreements, proxies or other equity agreements or understandings in effect with respect to the voting securities or transfer of shares of capital stock of the Company (but only to the Company’s knowledge with respect to any such agreements to which the Company is not a party) or (D) rights of first refusal, preemptive rights, subscription rights or any similar rights under any provision of the Maryland General Corporation Law, the Charter or By-Laws or any Contract to which the Company is a party or by which any of its subsidiaries assets are bound. No provision of the Charter or the By-Laws would, directly or indirectly, restrict or impair the ability of the Investors or Tengelmann to vote, or otherwise exercise the rights of a stockholder with respect to, the Shares (or any securities Underlying Securities) or any other shares of Common Stock of the type described Company that may be acquired or controlled by the Investors or Tengelmann, except as expressly set forth in the two immediately preceding sentencesConvertible Preferred Articles Supplementary. The Company does not have an outstanding “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of certain events.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A 100,000,000 Shares, 10,000,000 Class B of which 48,960,309 Shares were outstanding as of the close of business on February 17, 2005, and 10,000,000 5,000,000 shares of preferred stockPreferred Stock, $1.00 par value $0.01 per share (the "“Preferred Shares"”), of which no shares were outstanding as of the close of business on February 17, 2005, and no Shares or Preferred Shares have been issued from such time to and including the date of this Agreement (other than pursuant to the exercise of Company Options (as defined below) issued prior to such time). As All of December 31, 1997, (i) 3,490,835 Class A the outstanding Shares were have been duly authorized and validly issued and outstanding, (ii) 5,892,756 Class B Shares were issued are fully paid and outstanding, (iii) nonassessable. The Company has no Shares or Preferred Shares reserved for issuance, except that, as of February 17, 2005, there were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A 7,740,823 Shares were reserved for issuance pursuant to the outstanding Company OptionsCompany’s Amended and Restated Stock Option and Restricted Stock Purchase Plan, 1999 Long-Term Incentive Plan, 2002 Long-Term Incentive Plan and the ESPP (vcollectively, the “Stock Plans”) 629,150 Class B and Shares were reserved for issuance pursuant to the Stockholder Protection Rights Agreement, dated as of April 17, 2003, between the Company and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agreement”). Section 5.1(b) of the Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a “Company OptionsOption”) including, (vi) 300,000 Class A in each case, the holder, date of grant, exercise price and number of Shares and no Class B Shares were reserved for issuance pursuant to subject thereto. Each of the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no outstanding shares of capital stock or other equity securities or voting securities interests of each of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of Company’s Subsidiaries held by the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be or a Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsowned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance (collectively, “Liens”). Except as set forth on Schedule 4.3above and pursuant to the Rights Agreement, as of the date of this Agreement, there are no preemptive rights or other outstanding options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or other rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries (“Rights”), and no securities or obligations evidencing Rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other indebtedness or securities obligations the holders of the Company having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which shareholders with the stockholders of the Company may voteon any matter. Other than the SharesThe Company does not own, Company Optionsdirectly or indirectly, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company voting interest that would require a filing by Parent or any “Affiliate” (as defined in Rule 12b-2 under the Securities Exchange Act of its subsidiaries is a party or by which any 1934, as amended (the “Exchange Act”)) of them is bound obligating Parent under the Company or any Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of its subsidiaries to issue1976, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of as amended (the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences“HSR Act”).

Capital Structure. The authorized capital stock of the Company consists is PhP130,000,000 consisting of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 65,000,000 common shares of preferred stock, with par value $0.01 per share (of PhP2.00 each, as of which 29,632,114 Common Shares are outstanding as of September 11, 2008, which Common Shares outstanding include 10,552,196 Common Shares underlying outstanding American Depositary Shares. An additional 3,820,482 Common Shares are issuable upon exercise of outstanding restricted stock units and options, which represent the "Preferred right to receive or purchase Common Shares"). As An additional 1,370,080 Common Shares are issuable upon exercise of December 31outstanding restricted stock units and options, 1997which represent the right to receive or purchase ADSs, (i) 3,490,835 Class A Shares were assuming the conversion of such ADSs into Common Shares. Each ADS represents the right to receive one Common Share. All of the issued and outstandingoutstanding Shares have been duly authorized and are validly issued, (ii) 5,892,756 Class B Shares were issued fully paid, nonassessable and outstanding, (iii) no Shares were held by the Company or by any free of preemptive rights. Each of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise each of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Company’s Subsidiaries is duly authorized, validly issued, fully paid and paid, nonassessable and free of preemptive rights and is legally and beneficially owned by Company or a direct or indirect wholly-owned Subsidiary of Company, free and clear of any mortgages, liens, pledges, charges, security interests, encumbrances or other adverse claims of any kind in respect of such property or asset (collectively, “Liens”). Included in Section 2.1(b) of the Company Disclosure Schedules is a correct and complete list, as of September 11, 2008, of all Company RSUs and all outstanding options or other rights to purchase or receive Shares granted under (i) Company’s Amended and Restated Key Employee Stock Option Plan and (ii) Company’s 2006 Stock Incentive Plan (collectively, the “Company Stock Plans”) or otherwise, and, for each such option or other right, the number of Common Shares subject thereto, the terms of vesting, the grant and expiration dates and exercise price thereof and the name of the holder thereof. All Company Options have an exercise price equal to no less than the fair market value of the underlying Commons Shares on the date of grant. Since September 11, 2008, Company has not subject issued any shares of its capital stock, voting securities or equity interests, or any securities convertible into or exchangeable or exercisable for any shares of its capital stock, voting securities or equity interests, other than pursuant to preemptive rightsthe outstanding options referred to above in this Section 2.1(b). Except as set forth on Schedule 4.3above in this Section 2.1(b), there are not any bondsshares of capital stock, debenturesvoting securities or equity interests of Company issued and outstanding or any subscriptions, notes options, warrants, calls, convertible or exchangeable securities, stock appreciation rights, phantom stock, stock participation rights, rights, commitments or agreements of any character providing for the issuance or sale of any shares of capital stock, voting securities or equity interests of Company or its Subsidiaries, including any representing the right to purchase or otherwise receive any Shares, or any preemptive rights, or any redemption, repurchase or similar rights requiring the acquisition of Shares or shares or equity interest or any Subsidiary of Company. Company does not have any shareholder rights plan in effect. Company does not have outstanding any Contracts or other indebtedness or securities obligations the holders of the Company having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which with the shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which Company’s Subsidiaries on any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesmatter (“Voting Debt”).

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares75,000,000 shares of Company Common Stock, 10,000,000 Class B Shares of which 24,523,156 shares were outstanding as of the close of business on March 9, 1998; and 10,000,000 432,000 shares of preferred stock, $.01 par value $0.01 per share (the "Preferred SharesStock"). As , of December 31, 1997, which (i) 3,490,835 Class A Shares 270,000 shares have been authorized as 9% Cumulative Preferred Stock ("Company 9% Preferred Stock"), of which 150,000 shares were issued outstanding as of March 9, 1998, and outstanding, (ii) 5,892,756 Class 162,000 shares have been authorized as Series B Shares were issued and outstandingParticipating Preferred Stock, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) which no shares were outstanding as of Preferred Stock were issuedMarch 9, reserved for issuance or outstanding1998. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise All of the outstanding Company Options. All outstanding shares of capital stock of the Company are, Common Stock and all Shares which may be issued pursuant to the Option Plans will, when issued, be Company 9% Preferred Stock have been duly authorized, authorized and are validly issued, fully paid and nonassessable and not nonassessable. The Company has no commitments to issue or deliver Company Common Stock, except that, as of March 9, 1998, there were 2,506,366 shares of Company Common Stock subject to preemptive rightsissuance pursuant to the Company Stock Plans. Except The Company has no commitments to issue or deliver any shares of preferred stock, except that as of March 9, 1998, there were 245,231.56 shares of Series A Junior Participating Preferred Stock subject to issuance pursuant to the Rights Agreement, the terms of which shares of Series A Junior Participating Preferred Stock are set forth on Schedule 4.3, there are not any bonds, debentures, notes or other indebtedness or securities in a designation that has been approved by the board of directors of the Company having as part of the right to vote (or convertible into, or exchangeable for, securities having Rights Agreement but not filed with the right to voteSecretary. Section 5.2(a) on any matters on which shareholders of the Company may vote. Other than Disclosure Letter contains a correct and complete list of each outstanding Company Option, including the Sharesapplicable Company Stock Plan, the holder of such Company OptionsOption, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings date of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings exercise price and number of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencessubject thereto.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 100,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of preferred stock, $.01 par value $0.01 per share value, of the Company (the "Company Preferred SharesStock"). As of December 31, 1997, the date hereof: (i) 3,490,835 Class A Shares 28,519,999 shares of Company Common Stock (including Restricted Stock Grants but excluding shares of Company Common Stock issuable pursuant to Section 5.8 hereof) were issued and outstanding, ; (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares 576,100 shares of Company Common Stock were held by the Company or in its treasury and no shares of Company Common Stock were held by any subsidiaries of the Company's subsidiaries, ; (iviii) 10,500 Class A Shares 3,500,000 shares of Company Common Stock were reserved for issuance pursuant to the Company's Stock Plans of which 1,327,998 shares of Company Common Stock are subject to outstanding Company Stock Options, ; (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (viiiv) no shares of Company Preferred Stock were issued, reserved for issuance issued or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares shares thereof which may be issued pursuant prior to the Option Plans willClosing Date will be, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive or any similar rights. As of the date hereof: (i) 30,941,851 OP Units were issued and outstanding, of which 28,519,999 OP Units were owned by the Company and 2,421,852 OP Units were owned by Target OP's limited partners, all of whom are set forth on Schedule 3.1(c)(i) to the Company Disclosure Schedule; and (ii) no preferred partnership units of Target OP were issued and outstanding. Schedule 3.1(c)(ii) to the Company Disclosure Schedule is a true and complete list, as of the date hereof, of all outstanding Company Stock Options, the number of shares subject to each such Company Stock Option, the exercise price and the names of the holders thereof. Except as set forth on Schedule 4.3in this Section 3.1(c) or in accordance with the OP Agreement, (i) there are not issued, reserved for issuance or outstanding (A) any bonds, debentures, notes shares of capital stock or voting securities or other indebtedness or securities ownership interests of the Company having the right to vote or Target OP, (or convertible into, or exchangeable for, B) any securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party convertible into or by which exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests of the Company, Target OP, or any of them is bound obligating their subsidiaries, or (C) any warrants, calls, options or other rights to acquire from the Company or any of its subsidiaries, or any obligation of the Company or any of its subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or securities convertible into or exchangeable or exercisable for, capital stock or voting securities or other ownership interests of the Company, Target OP, or any of their subsidiaries, and (ii) there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any such securities, other equity or voting securities of the Company or than pursuant to any "cashless exercise" provision of any Company Stock Options. None of its subsidiaries or obligating the Company or any of its subsidiaries is a party, and, to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings the Knowledge of any kind obligating the Company and except as set forth in the Charter and OP Agreement, no other person having "beneficial ownership" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of more than 5% of the outstanding Company Common Stock (a "Major Shareholder") is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive, antidilutive or other similar rights with respect to any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting the securities of the Company or any of its subsidiaries subsidiaries. There are no voting trusts, share or stockholders agreements or other agreements or understandings to which the Company or any of its subsidiaries is a party or, to the Knowledge of the Company, any Major Shareholder is a party, with respect to the voting of the capital stock of the Company or any of its subsidiaries. There is no debt of the Company or any of its subsidiaries which entitles the holder thereof to vote with holders of equity securities of the type described in the two immediately preceding sentencesCompany.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 (i) 96,250,000 shares of preferred stockCompany Common Stock, par value $0.01 .001 per share share, and (ii) 3,750,000 shares of Class B Common Stock (the "Class B Common Stock") and (iii) 1,000,000 shares of preferred stock (the "Preferred SharesStock"). As of December 31, 1997, Subject to any Permitted Changes (as defined in Section 4.01(a)(ii)) there are: (i) 3,490,835 Class A Shares were 47,366,158 shares of Company Common Stock issued and outstanding, outstanding (including shares held in the treasury of the Company and including shares of Company Restricted Stock); (ii) 5,892,756 Class B Shares were issued and outstanding, 2,645,871 shares of Company Common Stock held in the treasury of the Company; (iii) no Shares were held by 452,065 shares of Company Common Stock reserved for issuance upon exercise of authorized but unissued Company Stock Options pursuant to the Stock Plans, and 354,334 shares of Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were Common Stock reserved for issuance pursuant to the outstanding Stock Plans (other than upon exercise of Company Stock Options); (iv) 423,438 shares of Company Common Stock issuable upon exercise of awarded but unexercised Company Stock Options, with an exercise price per each awarded but unexercised Company Stock Option as is set forth in Section 3.01(c) of the Disclosure Schedule; (v) 629,150 no shares of Class B Shares were reserved for issuance pursuant Common Stock issued and outstanding or in the treasury of the Company, and, to the outstanding knowledge of the Company, no shares of Class B Common Stock issuable upon conversion of Company Options, Common Stock; and (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance issued and outstanding or outstandingin the treasury of the Company. Except as set forth above or on Schedule 4.3above, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares shares which may be issued pursuant to the Option Stock Plans willwill be, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above, there are not any no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences.,

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares200,000,000 shares of Company Common Stock, 10,000,000 Class B Shares par value $0.10 per share, and 10,000,000 5,000,000 shares of preferred stock, par value $0.01 per share (the "“Company Preferred Shares"Stock”). As At the close of December 31business on March 20, 19972007, (i) 3,490,835 Class A Shares 41,554,469 shares of Company Common Stock were issued and outstandingoutstanding (which number includes 0 shares of Company Common Stock held by the Company in its treasury), (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the 6,765,345 shares of Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares Common Stock were reserved and available for issuance pursuant to the Company’s 1990 Employee Stock Option Plan, 1997 Incentive Stock Option Plan, 2000 Long-Term Performance and Incentive Plan and the ESPP (the foregoing plans, collectively, the “Company Stock Plans”), of which 3,130,791 shares of Company Common Stock were subject to outstanding options to acquire shares of Company OptionsCommon Stock from the Company (such options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the together with any similar options granted after March 20, 2007, but excluding options outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to under the ESPP, the “Company Stock Options”), 122,857 shares of Company Common Stock were issued or awarded in the form of restricted Company Common Stock (the “Company Restricted Stock”) and 436,207 shares of Company Common Stock were subject to issuance upon the vesting of outstanding Company Equity Awards and (viiiii) no shares of Company Preferred Stock were issued or outstanding or held by the Company in its treasury. Except as set forth above, at the close of business on March 20, 2007, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3From March 20, 2007, until the date of this Agreement, (A) there have been no issuances by the Company of shares of capital stock or other equity or voting securities of the Company, other than issuances of shares of Company are issued, reserved for issuance or outstanding, except for Shares referred Common Stock (1) pursuant to in clauses (iv) and (v) above which may be issued upon the exercise of the Company Stock Options outstanding as of March 20, 2007, (2) pursuant to the ESPP or (3) as set forth in Section 3.01(c) of the Company Options. All outstanding Disclosure Letter, and (B) there have been no issuances by the Company of options, warrants, other rights to acquire shares of capital stock of the Company or other rights pursuant to which any Person is or may be entitled to receive any voting interest with respect to matters on which holders of Company Common Stock may vote or any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its assets. All outstanding shares of Company Common Stock are, and all Shares which such shares that may be issued pursuant prior to the Option Plans will, Effective Time will be when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there There are not any no bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the Company Common Stock may votevote (“Voting Company Debt”). Other than the SharesExcept for any obligations pursuant to this Agreement, any Company Options, Option Plans and the ESPP, Stock Plan or as otherwise set forth on Schedule 4.3above, as of March 20, 2007, there are not any securities, no options, warrants, calls, rights, commitmentsconvertible or exchangeable securities, agreementsstock-based performance units, arrangements Contracts or undertakings of any kind to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them is bound (I) obligating the Company or any of its subsidiaries such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or soldsold to any person other than the Company or its Subsidiaries, additional shares of capital stock or other equity or voting securities interests in, or any security convertible or exchangeable for any capital stock of or other equity or voting interest in, the Company or of any of its subsidiaries Subsidiaries or any Voting Company Debt, (II) obligating the Company or any such Subsidiary to issue, grant or enter into any option, warrant, right, security, unit, Contract or undertaking of the type set forth in the immediately preceding clause or (III) that give any person the right pursuant to which such person is or may be entitled to receive any voting interest with respect to matters on which holders of Company Common Stock may vote or any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its subsidiaries to issueassets. As of the date of this Agreement, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There there are no outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or of the Company, other equity or voting securities than pursuant to the Company Stock Plans. Section 3.01(c) of the Company Disclosure Letter sets forth a true and complete list of all Indebtedness for borrowed money of the Company and its Subsidiaries (other than any such Indebtedness owed to the Company or any of its subsidiaries or any securities Subsidiaries) outstanding on the date of the type described in the two immediately preceding sentencesthis Agreement.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B 100,000,000 shares of Common Shares and 10,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Shares"), of which 500,000 shares have been classified as Series A Junior Participating Preferred Stock and the remaining 9,500,000 shares remain unclassified. As of December 31, 1997On the date hereof, (i) 3,490,835 Class A 13,409,642 shares of Common Shares and no shares of Preferred Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no 900 shares of Common Shares were held by the Company or by any in its treasury, (iii) 260,000 shares of Common Shares were issuable under the Company's subsidiariesemployee benefit or incentive plans pursuant to awards granted by the Company (the "Company Employee Stock Plans"), (iv) 10,500 Class A 1,940,000 shares of Common Shares were issuable upon exercise of outstanding options (the "Company Options") to purchase Common Shares, (v) 937,496 shares of Common Shares were reserved for issuance pursuant to the outstanding Company Options, Company's Amended and Restated Dividend Reinvestment Share Purchase Plan and (vvi) 629,150 Class B 83,898 shares of Common Shares were reserved for issuance pursuant to the outstanding Company OptionsCompany's Employee Share Purchase Plan. On the date of this Agreement, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant except as set forth in this SECTION 3.1.3 or in SCHEDULE 3.1.3 to the ESPPCompany Disclosure Letter, and (vii) no shares of Preferred Stock beneficial interest or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, The Company has no outstanding stock appreciation rights relating to the beneficial shares of capital stock or other equity or voting securities interest of the Company. All outstanding beneficial shares of interest of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there There are not any no bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or Except (A) as set forth on Schedule 4.3above in this SECTION 3.1.3, (B) as set forth in SCHEDULE 3.1.3 to the Company Disclosure Letter or (C) as otherwise permitted under SECTION 4.1, as of the date of this Agreement there are not any no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of them such entity is bound bound, obligating the Company or any of its subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock stock, voting securities or other equity or voting securities ownership interests of the Company or of any of its subsidiaries Company Subsidiary or obligating the Company or any of its subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingundertaking (other than to the Company or a Company Subsidiary). There Except as set forth on SCHEDULE 3.1.3 to the Company Disclosure Letter, there are no outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any of its subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire or dispose of any beneficial shares of capital stock or other equity or voting securities interest of the Company or any of its subsidiaries capital stock, voting securities or other ownership interests in any securities of the type described Company Subsidiary or make any investment (in the two immediately preceding sentences.form of a loan, capital contribution or otherwise) in any Person (other than a Company Subsidiary). 3.1.4

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 240,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, $0.01 par value $0.01 per share (the "“Company Preferred Shares"Stock”). As At the close of December 31business on September 6, 19972012, (i) 3,490,835 Class A Shares 158,478,679 shares of Company Common Stock were issued and outstanding, (ii) 5,892,756 Class B Shares no shares of Company Preferred Stock were issued and outstanding, (iii) no Shares were held by the 97,951 shares of Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares Common Stock were reserved for issuance pursuant to the terms of outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance awards granted pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPPStock Plans, and (viiiv) no 27,000 shares of Preferred Company Common Stock were issued, reserved available for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of grant under the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company OptionsStock Plans. All issued and outstanding shares of the capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be are duly authorized, validly issued, fully paid and nonassessable non-assessable, and not subject no class of capital stock of the Company is entitled to preemptive rights. Except as set forth on Schedule 4.3, there There are not any no outstanding bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which shareholders holders of shares of Company Common Stock may vote. Section 4.3(a) of the Company may voteDisclosure Letter sets forth (x) for each Company Option outstanding as of the date of this Agreement (A) the name of the Company Option holder, (B) the number of shares of Company Common Stock issuable upon the exercise of such Company Option, (C) the exercise price of such Company Option, (D) the date of grant of such Company Option, and (E) to the extent unvested, the remaining vesting schedule for such Company Option; and (y) for each holder of LTIP Units outstanding as of the date of this Agreement, (A) the name of the holder of the LTIP Unit award, (B) the number of outstanding LTIP Units, and (C) the date of grant of such LTIP Unit. Other than Section 4.3(a) of the SharesCompany Disclosure Letter, together with that certain letter agreement between the Company Optionsand Parent dated August 29, Option Plans and the ESPP2012, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any has delivered to Parent on a confidential basis, set forth for each holder of its subsidiaries is a party or by which any Company Restricted Stock outstanding as of them is bound obligating the date of this Agreement (A) the name with respect to the holder of Company or any Restricted Stock, (B) the number of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities outstanding Company Restricted Stock, (C) the date of grant of such Company Restricted Stock, and (D) the vesting schedule for such Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingRestricted Stock. There are no outstanding other rights, commitmentsoptions, agreementsstock or unit appreciation rights, arrangements phantom stock or undertakings of any kind obligating units, restricted stock units, dividend equivalents or similar rights with respect to the Company Common Stock or any of its subsidiaries to repurchase, redeem units in the Operating Partnership granted under the Company Benefit Plans or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities than the Company Options, Company Restricted Stock, OP Units and LTIP Units disclosed on Section 4.3(a) of the Company Disclosure Letter. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the Company’s board of directors (the “Company Board”), or a committee thereof, and any required stockholder approval by the necessary number of its subsidiaries votes or any securities written consents, and each Company Option, Company Restricted Stock and LTIP Unit grant was made in accordance in all material respects with the terms of the type described applicable Company Stock Plan and applicable Law. The per share exercise price of each Company Option was not less than the fair market value of a share of Company Common Stock on the applicable grant date. Immediately prior to the Closing, the Company will provide to Parent a complete and correct list that contains the information required to be provided in Section 4.3(a) of the two immediately preceding sentencesCompany Disclosure Letter, and with respect to Company Restricted Stock an updated confidential letter agreement containing the same terms as the confidential letter agreement, dated August 29, 2012 (provided that Parent acknowledges and agrees to the terms of such confidential letter agreement), that is correct and complete as of the Closing Date.

Capital Structure. (i) The authorized capital stock of the Company consists of 50,000,000 Class A 100,000,000 Company Shares, 10,000,000 Class B of which 55,515,330 Company Shares were issued and outstanding as of the close of business on November 16, 2010, and 10,000,000 shares of preferred stockPreferred Stock, $0.001 par value $0.01 per share (the "“Company Preferred Shares"”) (including a series of Preferred Stock constituting 100,000 Company Preferred Shares designated as “Series A Junior Participating Preferred Stock”), none of which were outstanding as of the date of this Agreement. As Other than as set forth in Section 5.1(b)(i) of December 31the Company Disclosure Letter, 1997, (i) 3,490,835 Class A no Company Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were are held in treasury by the Company or by any its Subsidiaries. All of the Company's subsidiariesoutstanding Company Shares have been duly authorized and validly issued and are fully paid and nonassessable. All of the outstanding Company Shares have been issued in material compliance with applicable securities Laws. The Company has no Company Shares or Company Preferred Shares reserved for issuance, (iv) 10,500 Class A except that as of November 16, 2010, there were an aggregate of 5,986,416 Company Shares were reserved for issuance pursuant to the outstanding Company OptionsCompensation and Benefit Plans identified in Section 5.1(h)(i) of the Company Disclosure Letter as being the only Company Compensation and Benefit Plans pursuant to which Company Shares may be issued (the “Company Stock Plans”), (v) 629,150 Class B 10,544,000 Company Shares were issuable upon exercise of the Company Warrants and 100,000 Company Preferred Shares reserved for issuance pursuant to the Rights Agreement (the “Rights Agreement”), dated September 29, 2010, between the Company and Computershare Trust Company, N.A., as Rights Agent. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list as of October 30, 2010 of (x) each outstanding Company Option and Company Award, (y) each other outstanding right, including those issued under the Company Stock Plans or Company Compensation and Benefits Plans, to receive, the value of which is determined by reference to, Company Shares (including restricted stock and restricted stock units) (each a “Common Stock Unit”), and (z) each Company Warrant, including, in each case, the holder, date of grant, term, number of Company Shares subject thereto and, where applicable, exercise price and vesting schedule, including whether the vesting will be accelerated by the execution of this Agreement or consummation of the Merger or by termination of employment or change of position following consummation of the Merger. Since October 30, 2010, the Company has not issued any Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Company Awards or Common Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company OptionsUnits. All outstanding shares grants of capital stock of Company Shares, Company Awards and Common Stock Units were made under the Company are, Stock Plans or Company Compensation and all Benefits Plans. Upon any issuance of Company Shares which may be issued pursuant to the Option Plans willany Company Options, when issuedCompany Awards or Common Stock Units, such Company Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsfree and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth on Schedule 4.3in this Section 5.1(b)(i) and pursuant to the Rights Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other indebtedness or securities obligations the holders of the Company having which have the right to vote (or which are convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which shareholders with the stockholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesmatter.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Sharesshares of Company Common Stock, 10,000,000 Class B Shares par value $0.01 per share, and 10,000,000 1,000,000 shares of preferred stock, par value $0.01 per share (the "“Company Preferred Shares"Stock,” and together with the Company Common Stock, the “Company Capital Stock”). As At the close of December 31business on March 12, 19972010, (i) 3,490,835 Class A 38,252 unvested Company Restricted Shares were issued and outstanding, (ii) 5,892,756 Class B 19,116 vested Company Restricted Shares were issued and outstanding, (iii) 12,485,101 other shares of Company Common Stock (excluding shares of Company Common Stock held by the Company in its treasury and vested and unvested Company Restricted Shares) were issued and outstanding, (iv) no Shares shares of Company Preferred Stock were issued and outstanding, (v) 103,626 shares of Company Common Stock were held by the Company or by any of the Company's subsidiariesin its treasury, (ivvi) 10,500 Class A Shares 2,109,821 shares of Company Common Stock were subject to outstanding Company Options, (vii) 3,103,244 additional shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans (including both 2,109,821 shares of Company Common Stock that are reserved for issuance in connection with outstanding Company Options and 993,423 shares of Company Common Stock that are reserved for issuance but are not subject to any outstanding options or other awards), in each case, subject to adjustments required to be made on the terms set forth in the Company Stock Plans, the Rollover Agreements and the other agreements set forth in Section 3.10(a) of the Company Disclosure Letter governing the Company Restricted Shares and Company Options, as applicable, and (vviii) 629,150 Class B Shares were reserved for issuance the only type of equity-based awards granted pursuant to the outstanding Company Stock Plans are Company Restricted Shares and Company Options, (vi) 300,000 Class A and Company Restricted Shares and no Class B Shares were reserved for issuance pursuant Company Options are the only currently outstanding awards under such plans. Except as set forth above, at the close of business on March 12, 2010, subject to the ESPPexercise of Company Options into shares of Company Common Stock in accordance with the terms of such Company Option and except as contemplated by the Rollover Agreements or as permitted by Section 5.01(b), and (vii) no shares of Preferred Company Capital Stock were or other voting securities of the Company were, and, immediately prior to the Effective Time no shares of Company Capital Stock or other voting securities of the Company will be, issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences.

Capital Structure. The authorized capital stock of the ----------------- Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Shares"). As of December 31, 1997, (i) 3,490,835 Class A Shares were issued 65,000,000 shares of the Company Common Stock and outstanding, (ii) 5,892,756 Class B Shares were 10,000 shares of Company Preferred Stock. Subject to any Permitted Changes (as defined in Section 5.1(a)(ii)) there are: (i) 15,207,711 shares of Company Common Stock issued and outstanding, outstanding (excluding shares held in the treasury of the Company) and held by the stockholders listed on Attachment BB to the Disclosure Schedule; (ii) no shares of Company Common Stock held in the treasury of the Company; (iii) no Shares were held by 1,689,867 shares of the Company or by any Common Stock reserved for issuance upon exercise of authorized but unawarded Company Options pursuant to the Company's subsidiaries, Company Stock Option Plan; (iv) 10,500 Class A Shares were reserved for issuance pursuant to the 1,310,133 shares of Company Common Stock issuable upon exercise of outstanding Company Options, with an exercise price per each awarded but unexercised Company Option as is set forth in Section 3.3 of the Company Disclosure Schedule hereto; (v) 629,150 Class B Shares were 100,000 shares of Company Common Stock reserved for issuance pursuant to the upon conversion of outstanding Company Options, promissory notes; (vi) 300,000 Class A Shares and no Class B Shares were 371,700 shares of Company Common Stock reserved for issuance pursuant to the ESPP, upon exercise of outstanding warrants; (vii) 4,000 shares of Company Preferred Stock issued and outstanding; and (viiviii) no shares of Company Preferred Stock were issued, reserved for issuance or outstandingare held in the treasury of the Company. Except as set forth above or on Schedule 4.3above, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares shares which may be issued pursuant to the Company Stock Option Plans willPlan will be, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3above, there are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above, there are not any no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them it is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rightscontractual obligations, commitments, agreements, understandings or arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose make any payment in respect of any shares of capital stock of the Company and, except as set forth in the Stockholder Agreement and this Agreement, there are no irrevocable proxies with respect to shares of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of the Company Common Stock or other equity securities under the Securities Act, or voting other agreements or arrangements with or, to the knowledge of Company, among any security holders of the Company with respect to securities of the Company. The Company has no rights plan or any of its subsidiaries similar preferred stock purchase plan or any securities of the type described in the two immediately preceding sentencesarrangement.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 (i) 60,000,000 shares of preferred stockCompany Common Stock, of which 26,537,830 shares were outstanding at the close of business on December 31, 2001, (ii) and 1,009,126 shares of Preferred Stock, par value $0.01 per share (the "Preferred Shares"), none of which were outstanding on the date hereof. As of December 31, 1997, (i) 3,490,835 Class A Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise All of the outstanding Company Options. All outstanding shares of capital stock of the Company are, Common Stock have been duly authorized and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, are validly issued, fully paid and nonassessable and not subject to preemptive rights. Except The Company has no shares of Company Common Stock or Preferred Shares reserved for issuance, except that, as set forth on Schedule 4.3of December 31, 2001, there were (i) 1,009,126 shares of Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated May 18, 1995, as amended (the "Company Rights Agreement"), between the Company and EquiServe Trust Company, N.A. (the "Company Rights Agent"), (ii) 5,273,750 shares of Company Common Stock reserved for issuance pursuant to the Company Stock Option Plans, (iii) 700,000 shares of Company Common Stock reserved for issuance pursuant to the Company's 1999 Employee Stock Purchase Plan, as effective July 1, 1999 (the "1999 Stock Purchase Plan") and (iv) 494,674 shares of Company Common Stock reserved for issuance pursuant to the Company's existing 401(k) Plan (the "401(k) Plan"). As of the date of this Agreement, except (i) 1,009,126 shares of Preferred Stock issuable pursuant to the Company Rights Agreement, (ii) 4,476,668 shares of Company Common Stock issuable upon exercise of Company Options, (iii) 426,811 shares of Company Common Stock issuable pursuant to the Company's 1999 Employee Stock Purchase Plan and (iv) 95,846 shares of Company Common Stock issuable pursuant to the 401(k) Plan, and as disclosed in this Section 3.01(d), there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, no options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company or any of its subsidiaries is a party or by which any of them it is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. After the Effective Time, agreementthe Surviving Corporation will have no obligation to issue, arrangement transfer or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or sell any securities of the type described Surviving Corporation pursuant to any. The Board of Directors of the Company has taken all action to amend the Company Rights Agreement (subject only to execution of such amendment by the Company Rights Agent) to provide that, for so long as this Agreement is in full force and effect, (i) none of the Parent and its subsidiaries (including Merger Sub) shall become an "Acquiring Person" and no "Share Acquisition Date" shall occur as a result of the execution, delivery and performance of this Agreement and the consummation of the Offer or the Merger, (ii) no "Distribution Date" shall occur as a result of the announcement of or the execution of this Agreement or any of the transactions contemplated hereby and (iii) each of Parent and Merger Sub will not be an Acquiring Person as a result of the transactions contemplated hereby (each of "Acquiring Person," "Share Acquisition Date" and "Distribution Date" as defined in the two immediately preceding sentencesCompany Rights Agreement).

Capital Structure. The (a) As of the date hereof, the authorized share capital stock of the Company consists is $40,000 comprised of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 200,000,000 ordinary shares of preferred stock, with a par value of $0.01 0.20 per share (the "Preferred Shares")share. As of December 31March 10, 19971998, (i) 3,490,835 36,080,267 Class A Ordinary Shares were issued and outstandingoutstanding (other than Class A Ordinary Shares issued upon the exercise of Company Options (as defined herein) since Xxxxx 00, 0000), (iixx) 5,892,756 1,190,292 Class B Ordinary Shares were issued and outstanding, (iii) no 1,860,000 Class C Ordinary Shares were held by the Company or by any of the Company's subsidiaries, issued and outstanding and (iv) 10,500 38,547,076 Class A Ordinary Shares were reserved for issuance issue upon exercise of the rights (the "Rights") distributed to the holders of Class A Ordinary Shares pursuant to the outstanding Rights Agreement dated as of September 12, 1996 (the "Rights Agreement"), between the Company Optionsand The Bank of New York, (v) 629,150 as Rights Agent. As of the date hereof, JPM is the sole record owner of Class B Ordinary Shares were and Class C Ordinary Shares. Section 3.3(a) of the Company Disclosure Letter sets forth each plan, arrangement or agreement pursuant to which options or share appreciation rights with respect to Shares may be granted or under which such options or share appreciation rights have been granted and are outstanding and in the aggregate the maximum number of options and share appreciation rights outstanding as of the date hereof, and the class and number of Shares reserved for issuance issue pursuant to the outstanding plan, arrangement or agreement (such options and rights being herein collectively referred to as the "Company Options"), (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to together with a listing of the ESPP, and (vii) no shares aggregate number of Preferred Stock were issued, reserved for issuance or outstandingsuch Company Options which shall vest at the Effective Time as a result of the Company Scheme. Except as set forth above in this Section 3.3, or on Schedule 4.3, no shares of capital stock or other equity or voting securities in Section 3.3(a) of the Company Disclosure Letter, (i) no Shares have been issued and are issued, reserved for issuance or outstanding, outstanding except for Shares referred subsequent issues, if any, pursuant to in clauses (iv) reservations, share option agreements or other Employee Benefit Plans existing on the date hereof, and (vii) above the Company and its Subsidiaries have not issued or granted any option, warrant, convertible security or other right or agreement which may be issued upon exercise of affords any person the outstanding Company Options. All outstanding shares of capital stock right to purchase or otherwise acquire any Shares or any other security of the Company are, other than options not prohibited by this Agreement and all Shares which may be issued pursuant to granted in the Option ordinary course of business under share option and Employee Benefit Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsin existence on such date. Except as set forth on Schedule 4.3, there are not any bonds, debentures, notes in this Agreement or other indebtedness or securities Section 3.3(a) of the Company having the right to vote (or convertible intoDisclosure Letter, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, is not subject to any obligation (contingent or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind otherwise) to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem purchase or otherwise acquire or dispose of any shares of capital stock retire or other equity or voting securities of the Company or register for public sale any of its subsidiaries or any securities of the type described in the two immediately preceding sentencessecurities.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Common Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Shares"). As of December 31, 1997, (i) 3,490,835 Class A which 30,675,300 Common Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued outstanding and outstanding, (iii) no 3,320,037 Common Shares were held by the Company in treasury as of the close of business on July 9, 1999, and 5,000,000 shares of preferred stock, no par value, of which 1,000,000 shares have been authorized as Series B Junior Participating Preferred Stock, none of which are outstanding. All of the outstanding Common Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no commitments to issue or by any deliver Common Shares, except that, as of July 9, 1999, there were (i) 1,408,066 Common Shares subject to issuance upon exercise of outstanding Company Options pursuant to the Company's subsidiariesEquity Incentive Plan, the 1994 Stock Option Plan For Non-Employee Directors and the 1982 Long-Term Performance Incentive Plan, (ivii) 10,500 Class A 1,546,559 Common Shares were reserved for issuance upon exercise of authorized but unissued Company Options and 167,000 shares reserved for issuance as Restricted Stock under the Company Stock Plans, and (iii) 243,157 Common Shares reserved for issuance under the Company's Employee Stock Purchase Plan (the plans in clauses (i) and (iii) are hereinafter collectively referred to as the "Company Stock Plans"). The Company has no commitments to issue or deliver shares of preferred stock, except that as of the date hereof, there were 1,000,000 shares of Series B Junior Participating Preferred Stock subject to issuance pursuant to the outstanding Rights Agreement, dated as of September 11, 1996, between the Company Optionsand ChaseMellon Shareholder Services, LLC, as Rights Agent (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding"Rights Agreement"). Except as set forth above or on Schedule 4.3in Section 5.1(a) of the Company Disclosure Letter, no each of the outstanding shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise each of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsowned by the Company or a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth on Schedule 4.3above and in the Stock Option Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue, sell, repurchase, redeem or otherwise acquire any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. There are no outstanding contractual obligations of the Company to vote any shares of the capital stock of any of its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other indebtedness or securities obligations the holders of the Company having which have the right to vote (or which are convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which shareholders with the stockholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesmatter.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A 201,000,000 Shares, 10,000,000 Class B of which 147,128,033 Shares were outstanding as of the close of business on October 30, 2015. All of the outstanding Shares have been duly authorized and 10,000,000 shares of preferred stockare validly issued, par value $0.01 per share (the "Preferred Shares")fully paid and nonassessable. As of December 31October 30, 19972015, (i) 3,490,835 Class A other than 20,520,928 Shares reserved for issuance under the Stock Plan, with respect to which 13,760,875 Shares were issued issuable upon the exercise of outstanding Company Options (at a weighted-average exercise price of $8.050 per Share) and outstanding, (ii) 5,892,756 Class B 557,601 Shares were issued subject to outstanding Company RSUs, and outstanding672,186 Shares reserved for issuance in respect of the ESPP, (iii) the Company has no Shares were held reserved for issuance. Section 5.1(b) of the Company Disclosure Letter sets forth a correct and complete list of the outstanding Company Options and Company RSUs, and with respect to each such award, the date of grant and, where applicable, the exercise price thereof, as of October 30, 2015. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except as is not reasonably expected to have a Company Material Adverse Effect, owned by the Company or by any a direct or indirect wholly owned Subsidiary of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved free and clear of any Lien. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for issuance pursuant to or acquire, any equity securities of the outstanding Company Optionsor any of its Subsidiaries, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPPsecurities or obligations evidencing such rights are authorized, and (vii) no shares of Preferred Stock were issued, reserved for issuance issued or outstanding. Except as set forth above or on Schedule 4.3above, there are no shares of capital outstanding stock-appreciation rights, security-based performance units, “phantom” stock or other equity security rights or voting securities other agreements, arrangements or commitments of the Company are issued, reserved for issuance any character (contingent or outstanding, except for Shares referred otherwise) pursuant to in clauses (iv) and (v) above which any Person is or may be issued upon exercise entitled to receive any payment or other value based in whole or in part on the value of the outstanding Company Options. All outstanding shares of any capital stock of the Company areCompany. Upon any issuance of any Shares in accordance with the terms of the Stock Plan or the ESPP, and all such Shares which may be issued pursuant to the Option Plans will, when issued, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any lien, charge, pledge, security interest, claim or other encumbrance other than general restrictions on transfer imposed by the applicable U.S. federal securities Laws and the rules and regulations of the SEC thereunder (collectively, the “Securities Laws”) (each, a “Lien”). The Company does not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not have outstanding any bonds, debentures, notes or other indebtedness or securities obligations the holders of the Company having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which shareholders with the stockholders of the Company may voteon any matter. Other than the SharesFor purposes of this Agreement, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings a wholly owned Subsidiary of any kind to which the Company or shall include any Subsidiary of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional which all of the shares of capital stock of such Subsidiary are owned by the Company (or other equity or voting securities a wholly owned Subsidiary of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesCompany).

Capital Structure. The authorized capital stock of the ----------------- Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 40,000,000 shares of preferred stockCommon Stock, of which 13,489,604 Shares were outstanding as of the close of business on September 27, 1999, and 5,000,000 shares of Preferred Stock, par value $0.01 0.001 per share (the "Preferred Shares"). As , none of December 31, 1997, (i) 3,490,835 Class A Shares which were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any outstanding as of the Company's subsidiariesclose of business on September 27, (iv) 10,500 Class A 1999. All of the outstanding Shares were have been duly authorized and are validly issued, fully paid and nonassessable. Other than shares of Common Stock reserved for issuance pursuant to the Stock Option Agreement, the Company has no shares of Common Stock or Preferred Shares subject to issuance, except (i) 3,355,069 shares of Common Stock reserved for issuance under the Company's 1997 Stock Incentive Plan, of which options to acquire 1,213,476 shares of Common Stock are outstanding Company Optionsas of September 27, 1999, (vii) 629,150 Class B Shares were 150,000 shares of Common Stock reserved for issuance under the Company's 1997 Employee Stock Purchase Plan (the "ESPP"), of which 79,967 shares of Common Stock are available for purchase as of September 27, 1999, (iii) 70,000 shares of Common Stock reserved for issuance pursuant to options granted other than pursuant to the Stock Plans, of which options to acquire 70,000 shares of Common Stock are outstanding Company Optionsas of September 27, 1999 and (viiv) 300,000 Class A Shares and no Class B Shares were 247,220 shares of Common Stock reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the Warrants as of September 27, 1999. Schedule 6.1(b) sets forth a correct and complete list of (i) each outstanding option to purchase shares of Common Stock under the Stock Plans (as defined below) or pursuant to clause (iii) of the preceding sentence (each a "Company OptionsOption"), as of September 27, 1999, including the holder, date of grant, exercise price and number of shares of Common Stock subject thereto and (ii) each Warrant as of September 27, 1999, including the holder, exercise price, and number of shares of Common Stock subject thereto. All outstanding As of September 27, 1999, there are no shares of capital stock of the Company areauthorized, and all Shares issued or outstanding except as set forth above and, except as set forth above, there are no preemptive rights or any outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character to which the Company is a party or may be issued pursuant bound relating to the Option Plans will, when issued, be duly authorized, validly issued, fully paid issued or unissued capital stock or other securities of the Company and nonassessable and not the Shares subject to the Stock Option Agreement shall not be subject to any preemptive rights. Except as set forth on Schedule 4.3, there are The Company does not have outstanding any bonds, debentures, notes or other indebtedness or securities obligations, the holders of the Company having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which shareholders with the stockholders of the Company may voteon any matter ("Voting Debt"). Other than Except for the SharesCompany's 1997 Stock Incentive Plan (including its predecessor plan, Company Options, Option Plans the 1995 Stock Option/Stock Issuance Plan) and the ESPPESPP (such plans collectively, the "Stock Plans"), at or as set forth on Schedule 4.3after the Effective Time, there are not neither the Surviving Corporation nor Parent nor their respective affiliates will have any securitiesobligation to issue, optionstransfer or sell any shares or securities of the Surviving Corporation, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Parent or any of its subsidiaries is a party their respective affiliates pursuant to any Compensation and Benefit Plan (as defined in Section 6.1(h)(i)) which obligations were outstanding as of September 27, 1999. On or by which any prior to the consummation of them is bound obligating the Offer, the Company or any will have taken all actions as are required to adjust the terms of its subsidiaries all outstanding Warrants to issueprovide that the Warrants may be canceled in accordance with Section 5.1(a)(iii). Since September 27, deliver or sell1999, or cause to be the Company has not issued, delivered granted or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter entered into any such securityagreement relating to any subscription, option, warrant, call, right, commitment, agreement, arrangement convertible security or undertaking. There are no outstanding rights, commitments, agreements, arrangements any agreement or undertakings commitment of any kind obligating character to which the Company is a party or any of its subsidiaries may be bound relating to repurchase, redeem the issued or otherwise acquire or dispose of any shares of unissued capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of Company, except for the type described in the two immediately preceding sentencesStock Option Agreement.

Capital Structure. The authorized capital stock of CPI consists and, at all times prior to the Company consists Recapitalization, will consist, of 50,000,000 97,000 CPI First Preferred Shares, of which 92,343.4 shares were outstanding on May 2, 2001, 1,000,000 CPI Second Preferred Shares, of which 544,076.75 shares were outstanding on May 2, 2001, 5,000,000 CPI Third Preferred Shares, of which 3,806,043 shares were outstanding on May 2, 2001, 1,500 CPI Class A Common Shares, 10,000,000 of which 0 shares were outstanding on May 2, 2001, 13,500 CPI Class B Shares Common Shares, of which 11,172 shares were outstanding on May 2, 2001, and 10,000,000 1,500 CPI Class C Common Shares, of which 1,306 shares of preferred stockwere outstanding on May 2, par value $0.01 per share (the "Preferred Shares")2001. As of December 31and following the Recapitalization, 1997the authorized capital stock of CPI will consist of 23,508,000 Recapped Shares, (i) 3,490,835 Class A Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by of which 23,508,000 will be outstanding immediately prior to the Company or by any CPI Merger Effective Time. All of the Company's subsidiariesoutstanding shares of capital stock of CPI have been duly authorized and are (and following consummation of the Recapitalization will be) validly issued, (iv) 10,500 Class A Shares were reserved for issuance pursuant to fully paid and nonassessable. As of the outstanding Company Optionsdate of this Agreement, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) CPI has no shares of Preferred Stock were issued, capital stock reserved for issuance or outstandingsubject to issuance, except that, as of May 2, 2001, there were 1,306 CPI Class A Common Shares reserved for issuance upon conversion of CPI Class C Common Shares. As of the Closing, there will be no shares of capital stock reserved for issuance or subject to issuance. Except with respect to the Recapitalization and as set forth above or on Schedule 4.3in the certificate of incorporation of CPI, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other equity or voting securities of the Company CPI or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of CPI, and no securities or obligations evidencing such rights are issuedauthorized, reserved for issuance issued or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the . CPI does not have outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not any bonds, debentures, notes or other indebtedness or securities obligations the holders of the Company having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the stockholders of CPI on any matters on which shareholders of the Company may votematter ("CPI Voting Debt"). Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3in Section 5.1(b) of the CPI Disclosure Letter, there are CPI does not own, directly or indirectly, any securitiescapital stock, optionsmembership interest, warrantspartnership interest, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock joint venture interest or other equity or voting securities of the Company or of interest in any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesperson.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 50,000,000 (i) 120,000,000 shares of Class A Sharescommon stock, 10,000,000 par value $0.01 per share (“Company Class A Common Stock”), (ii) 60,000,000 shares of Class B Shares common stock, par value $0.01 per share (“Company Class B Common Stock” and 10,000,000 together with the Company Class A Common Stock, the “Company Common Stock”) and (iii) 20,000,000 shares of preferred stock, par value $0.01 per share (together with the "Company Common Stock, the “Company Capital Stock”), of which 4,000,000 have been designated as 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares"Stock of the Company (the “Company Series A Preferred Stock”). As At the close of business on December 3128, 1997, 2023: (iA) 3,490,835 3,232,701 shares of Company Class A Shares Common Stock were issued and outstanding, ; (iiB) 5,892,756 4,000,000 shares of Company Class B Shares Common Stock were issued and outstanding, ; (iiiC) no Shares 3,567,543 shares of Company Series A Preferred Stock were held by the issued and outstanding; (D) 850,000 shares of Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares Common Stock were reserved for issuance under outstanding awards or otherwise available for issuance pursuant to the outstanding Company Options, Incentive Plan; (vE) 629,150 4,000,000 units in Holdco (“Holdco Units”) and 4,000,000 shares of Company Class B Shares Common Stock were reserved together exchangeable for issuance 4,000,000 shares of Company Class A Common Stock pursuant to the outstanding Holdco LLC Agreement and the Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, Charter; and (viiF) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities Voting Debt of the Company are issued, reserved for issuance or was issued and outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, Common Stock are validly issued, fully paid and nonassessable non-assessable and are not subject to preemptive rights. Except as All outstanding shares of Company Capital Stock have been issued and granted in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in applicable contracts. As of the close of business on Schedule 4.3December 28, 2023, other than the exchange of Holdco Units and shares of Company Class B Common Stock for shares of Company Class A Common Stock pursuant to the Holdco LLC Agreement and the Company Charter and the rights of the holders of the Company Series A Preferred Stock upon a Change of Control (as defined in the Company Charter), or the issued and outstanding Company RSUs, the cancellation and payment for which are addressed in Section 3.2, there are not any bondsno outstanding options, debentures, notes warrants or other indebtedness or securities of the Company having the right rights to vote (or convertible into, or exchangeable subscribe for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, purchase or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which acquire from the Company or any of its subsidiaries is a party or by which Subsidiaries any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries securities convertible into or obligating the Company exchangeable or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of exercisable for capital stock or other equity or voting securities of the Company (and the exercise, conversion, purchase, exchange or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesother similar price thereof).

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares30,000,000 shares of Common Stock, 10,000,000 Class B Shares par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share (share, issuable in one or more series, of which 2,400,000 shares of $2.00 Convertible Exchangeable Preferred Stock have been designated. At the "Preferred Shares"). As close of December 31business on September 29, 1997, (i) 3,490,835 Class A Shares 7,750,000 shares of Common Stock were issued and outstanding and (ii) 5,222,496 shares of Common Stock were reserved for issuance upon the exercise of outstanding options, convertible securities and stock rights in the Company. At the close of business on September 29, 1997, 2,400,000 shares of Exchangeable Preferred Stock were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, are validly issued, fully paid and nonassessable and not subject to preemptive rights. As of September 29, 1997, the Company had granted options to acquire an aggregate of 144,350 shares of Common Stock at $9.625 to $10.00 per share, pursuant to the Company's 1996 Stock Incentive Plan (the "Stock Plan"). Except as otherwise set forth on Schedule 4.3in this Section 5.2 or in the Company Disclosure Letter, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, no options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them it is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries Subsidiaries, including any securities pursuant to which rights to acquire capital stock became exercisable only after a change of control of the Company or any of its Subsidiaries or upon the acquisition of a specified amount of the Common Stock or voting powers of the Company or any of its Subsidiaries. Since September 29, 1997, no shares of the capital stock of the Company or any of its Subsidiaries have been issued other than pursuant to the exercise of Company stock options and warrants already in existence and outstanding on such date, or conversion of Exchangeable Preferred Stock, and neither the Company nor any of its Subsidiaries has granted any stock options, warrants or other rights to acquire any capital stock of the Company or any of its Subsidiaries. Except as specified in the Company Disclosure Letter (the "Company Disclosure Letter"), there are no securities issued by the Company or agreements, arrangements or other understandings to which the Company is a party giving any person any right to acquire equity securities of the type described Surviving Corporation at or following the Effective Time and all securities, agreements, arrangements and understandings relating to the right to acquire equity securities of the Company (whether pursuant to the exercise of options, warrants or otherwise) provide that, at and following the Effective Time, such right shall entitle the holder thereof to receive the consideration he would have received in the two Merger had he exercised his right immediately preceding sentencesbefore the Effective Time.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 (i) 200,000,000 shares of preferred stock, par value $0.01 per share Company Common Stock (the "ii) 5,000,000 shares of Company Non-Voting Common Stock and (iii) 5,000,000 shares of Company Preferred Shares")Stock. As of December 31the close of business on June 4, 19972010, (i) 3,490,835 Class A Shares 57,582,589 shares of Company Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights; (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares shares of Company Common Stock were held by in the treasury of the Company or by any Subsidiaries of the Company's subsidiaries, ; (iviii) 10,500 Class A Shares 5,000,739 shares of Company Common Stock were reserved for issuance pursuant to the outstanding Company Stock Options, ; (viv) 629,150 Class B Shares 683,847 shares of Company Common Stock were reserved for issuance pursuant to outstanding Stock Units; (v) a maximum of 13,657 shares of Company Common Stock are subject to outstanding rights to purchase shares of Company Common Stock under the outstanding Company OptionsStock Purchase Plan based on participant contributions estimated through June 30, 2010 and the per share closing price of the Company Common Stock on Nasdaq on June 4, 2010; (vi) 300,000 Class A Shares no shares of Company Non-Voting Common Stock or Company Preferred Stock were issued and no Class B Shares were reserved for issuance pursuant to the ESPP, and outstanding; (vii) no shares of Company Non-Voting Common Stock or Company Preferred Stock were reserved and available for issuance pursuant to any Company Stock Plans or the Company Stock Purchase Plan; (viii) there are no outstanding warrants to purchase shares of Company Common Stock; and (ix) 424,426 Unvested Company Shares are issued and outstanding. Set forth in Section 3.2 of the Company Disclosure Letter is a schedule of all awards granted under the Company Stock Plans that are outstanding as of the date of this Agreement, including the type of award, the holder, the grant date, the number of shares of Company Common Stock subject to such award, the Company Stock Plan under which such award was granted and the applicable vesting conditions. Between June 4, 2010 and the date of this Agreement, except as set forth above in this Section 3.2(a) and except for the issuance of shares of Company Common Stock pursuant to the Company Stock Plans and the Company Stock Purchase Plan, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above for awards granted under the Company Stock Plans and the Company Stock Purchase Plan, there are no outstanding options to purchase or on Schedule 4.3, no rights to otherwise acquire shares of capital stock or other equity or voting securities Company Common Stock. Each share of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares Common Stock which may be issued pursuant to the Option Company Stock Plans willand the Company Stock Purchase Plan has been duly authorized and, if and when issuedissued pursuant to the terms thereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to free of preemptive rights. Except As of the date of this Agreement, except for (x) this Agreement and (y) as set forth on Schedule 4.3above in this Section 3.2(a), there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, no outstanding options, warrants, subscriptions, calls, rights, commitmentsputs, agreements, arrangements convertible securities or undertakings of any kind other similar Contracts to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries Subsidiaries to (A) issue, deliver transfer, deliver, sell, redeem or sellotherwise acquire, or cause to be issued, delivered or transferred, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other equity or voting securities or equity equivalents) of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issueSubsidiaries, (B) grant, extend or enter into any such security, option, warrant, subscription, call, right, commitmentput, agreementconvertible security or other similar Contract or (C) provide a material amount of funds to, arrangement or undertakingmake any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary. There The Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Except for the Company Voting Undertakings, there are no outstanding rightsContracts to which the Company, commitments, agreements, arrangements or undertakings of any kind obligating the Company its Subsidiaries or any of its subsidiaries to repurchase, redeem their respective officers or otherwise acquire or dispose directors is a party concerning the voting of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesSubsidiaries.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 40,000,000 shares of Company Common Stock and 1,000,000 shares of series preferred stock, par value $0.01 .01 per share (the "Company Preferred SharesStock"). As At the close of December 31business on November 28, 1997, (i) 3,490,835 Class A Shares 14,941,227 shares of Company Common Stock were issued and outstanding, (ii) 5,892,756 Class 470,300 shares of Company Series B Shares Preferred Stock were issued and outstandingoutstanding (and 1,410,900 shares of Company Common Stock were reserved for issuance upon the conversion thereof), (iii) no Shares 872,032 shares of Company Common Stock were held by the Company or by any of the Company's subsidiariesin its treasury, (iv) 10,500 Class A Shares 1,378,847 shares of Company Common Stock were reserved for issuance pursuant to Xxxxxx Inc. 1985 Stock Option and Appreciation Plan and Xxxxxx Inc. Stock Option Plan for Non-Employee Directors (collectively, the outstanding Company Options"Stock Plans"), and (v) 629,150 Class B Shares 200,000 shares of Company Series A Preferred Stock were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Company Series A Preferred Stock issued pursuant to the outstanding Renewed Rights Agreement dated September 25, 1996 (as amended from time to time, the "Rights Agreement") between the Company Optionsand American Stock Transfer and Trust Company, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstandingas rights agent. Except as set forth above or above, at the close of business on Schedule 4.3December 14, 1997, no shares of capital stock or other equity or voting securities of the Company are were issued, reserved for issuance or outstanding, outstanding (except for Shares referred to in clauses (iv) and (v) above which may be shares of Company Common Stock issued upon exercise conversion of shares of Company Series B Preferred Stock since November 28, 1997). At the close of business on December 14, 1997, there were no outstanding stock appreciation rights or rights (other than outstanding employee stock options to purchase shares of Company Common Stock ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise. All outstanding shares of capital stock of the Company are, and all Shares shares which may be issued pursuant to the Option Plans willwill be, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3There are no notes, there are not any bonds, debentures, notes debentures or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth above, at the close of business on Schedule 4.3December 14, 1997, there are not any were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is was a party or by which any of them is was bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are At the close of business on December 14, 1997, and except as provided pursuant to the terms of the Company Series B Preferred Stock there were no outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities subsidiaries. At the close of business on December 14, 1997, there were no outstanding contractual obligations of the type described in Company to vote or to dispose of any shares of the two immediately preceding sentencescapital stock of any of its subsidiaries. The Company has delivered to Bethlehem a complete and correct copy of the Rights Agreement.

Capital Structure. (i) The authorized capital stock of the Company consists of 50,000,000 Class A Shares250,000,000 Shares (which are entitled to vote as a class), 10,000,000 Class B of which 85,655,381 Shares were outstanding as of the close of business on the date hereof, and 10,000,000 25,000,000 shares of preferred stock, without par value $0.01 per share (the "Preferred Shares"). As , none of December 31, 1997, (i) 3,490,835 Class A Shares which were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any outstanding as of the Company's subsidiariesdate hereof. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. Other than up to 4,560,345 shares subject to issuance related to the 2,645,000 outstanding Preferred Redeemable Increased Dividend Equity Securities (ivthe "Feline Prides") 10,500 Class and 250,000 shares of Series A Shares were reserved for Junior Participating Preferred Stock subject to issuance pursuant to the Rights Agreement, none of which were outstanding as of the close of business on the date hereof, the Company Optionshas no Shares or Preferred Shares subject to issuance, (v) 629,150 Class B except that, as of the date hereof, there were 2,515,914 Shares were reserved for subject to issuance pursuant to the Company's Stock Incentive Plan, Long Term Incentive Performance Share Plan, Mandatory Deferred Compensation Plan and Non-employee Directors Compensation Plan (the "Stock Plans"). Section 5.1(b) of the Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company OptionsOption"), (vi) 300,000 Class A date of grant, exercise price, expiration date and number of Shares and no Class B Shares were reserved for issuance pursuant to subject thereto. Each of the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no outstanding shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise each of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsowned by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth on Schedule 4.3in this Section 5.1(b), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. After the Effective Time, the Feline Prides will be convertible only into, with respect to each Purchase Contract (as defined in the Purchase Contract Agreement dated March 25, 1997, between the Company and First National Bank of Chicago (the "Purchase Contract Agreement")), for each Share issuable on account of such Purchase Contract the right to receive on the Purchase Contract Settlement Date (as defined in the Purchase Contract Agreement) the Merger Consideration and cash in lieu of fractional shares, if any, pursuant to Section 4.2(f) into which a Share would be converted pursuant to Section 4.2 if such Share were a Non-Election Share, assuming for purposes of such conversion that the Purchase Contract Settlement Date had occurred immediately prior to the Effective Time. The Company does not have outstanding any bonds, debentures, notes or other indebtedness or securities obligations the holders of the Company having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which with the shareholders of the Company may voteon any matter ("Voting Debt"). Other than Section 5.1(b) of the Shares, Company Options, Option Plans Disclosure Letter sets forth a true and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings complete list of any kind to each Person in which the Company owns, directly or indirectly, any voting interest that may require a filing by Parent under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of its subsidiaries is a party or by which any of them is bound obligating 1976, as amended (the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences"HSR Act").

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 500,000,000 shares of the Company Common Stock and 10,000,000 750,000 shares of preferred stock, par value $0.01 100.00 per share (the "“Company Preferred Shares"Stock”, and, together with the Company Common Stock, the “Company Capital Stock”). As At the close of business on December 3112, 19972012 (the “Measurement Date”), (ia) 3,490,835 Class A Shares 26,173,968 shares of the Company Common Stock (which includes no shares of the Company Common Stock subject to vesting or other forfeiture conditions or repurchase by the Company (such shares, the “Company Restricted Stock”)) were issued and outstanding, (iib) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares 6,164,495 shares of the Company Common Stock were held by the Company or in its treasury, (c) no shares of the Company Common Stock were held by any Company Subsidiary, (d) 2,041,713 shares of the Company's subsidiariesCompany Common Stock were subject to outstanding Company Stock Options, (iv) 10,500 Class A Shares 522,386.1933 shares of the Company Common Stock were subject to outstanding Company RSUs and Company DSUs, and 2,893,383 additional shares of the Company Common Stock were reserved and available for issuance pursuant to the outstanding Company OptionsStock Plans, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (viie) no shares of Company Preferred Stock were issued or outstanding and (f) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as for shares of Company Common Stock issued upon exercise, vesting or settlement of Company Stock-Based Awards set forth above or on Schedule 4.3above, no additional shares of capital stock or other equity or voting securities Company Common Stock have been issued and no additional Company Stock-Based Awards have been granted between the Measurement Date and the date of the Company this Agreement. There are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not any no bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the Company Common Stock may votevote (“Voting Company Debt”). Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above, as of the date of this Agreement, there are not any securities, no options, warrants, callsrights, rightsconvertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any of its subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any of its subsidiaries Company Subsidiary or any Voting Company Debt or (ii) obligating the Company or any of its subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, callsecurity, right, commitment, agreement, arrangement commitment or undertaking. There are no All of the outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentenceshave been validly issued and are fully paid and nonassessable.

Capital Structure. (i) The authorized capital stock of the Company consists of 50,000,000 Class A Shares20,000,000 shares of Company Common Stock, 10,000,000 Class B Shares of which 12,625,693 shares were issued and 10,000,000 outstanding as of the close of business on November 1, 2005, and 5,000,000 shares of preferred stock, no par value $0.01 per share (the "share, of which 300,000 shares have been designated Series A Preferred Shares"). As Stock and no shares of December 31, 1997, (i) 3,490,835 Class A Shares were which are issued and outstanding. All of the outstanding Shares have been duly authorized and are validly issued, (ii) 5,892,756 Class B Shares fully paid and nonassessable and were issued in compliance with all applicable Laws. Other than 1,415,728 shares of Company Common Stock reserved for issuance under the Company’s 1993 Employee Stock Purchase Plan, 1988 Stock Option Plan and outstanding1998 Stock Incentive Plan (the “Company Stock Plans”), (iiiand 650,000 shares of Company Common Stock reserved for issuance upon exercise of options granted to executives upon commencement of their employment, the Company has no shares of Company Common Stock reserved for issuance. Section 5.1(b)(i) no Shares of the Company Disclosure Letter contains a correct and complete list of options and restricted stock, under the Company Stock Plans, including the holder, date of grant, term, number of shares and exercise price and vesting schedule, including whether the vesting will be accelerated by the execution of this Agreement or consummation of the Merger or by termination of employment or change of position following consummation of the Merger. Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, were held issued in compliance with all applicable Laws and, except for director qualifying shares in jurisdictions in which such shares are required, owned by the Company or by any a direct or indirect wholly-owned Subsidiary of the Company's subsidiaries, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Optionseach, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstandinga “Lien”). Except as set forth above and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of February 18, 2003, between the Company and Registrar and Transfer Company (the “Rights Agreement”), there are no preemptive or on Schedule 4.3other outstanding rights, no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company to issue or sell any shares of capital stock or other equity or voting securities of the Company or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company, and no securities or obligations evidencing such rights are issuedauthorized, reserved for issuance issued or outstanding, except for . Upon any issuance of any Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of accordance with the outstanding Company Options. All outstanding shares of capital stock terms of the Company areStock Plans, and all such Shares which may be issued pursuant to the Option Plans will, when issued, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. The Company does not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not have outstanding any bonds, debentures, notes or other indebtedness or securities obligations the holders of the Company having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which with the shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesmatter.

Capital Structure. (i) The authorized capital stock of the Company consists of 50,000,000 Class A 800,000,000 Common Shares, 10,000,000 Class B of which 499,115,156 Common Shares (including shares of restricted stock issued pursuant to Company Stock Plans) were issued and 10,000,000 outstanding (excluding treasury shares) as of the close of business on April 30, 2001, and 60,000,000 shares of preferred stock, par value $0.01 1.50 per share share, of which no shares are issued or outstanding as of the date hereof (the "Preferred Shares"). All of the issued and outstanding Common Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of December 31the Effective Time, 1997there will be no Preferred Shares outstanding. As of April 30, (i) 3,490,835 Class A Shares were issued and outstanding2001, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no 39,481,830 Common Shares were held in treasury by the Company or (including 1,399,228 Common Shares held by any of the Company's subsidiariesSubsidiary American General Life Insurance Company). As of the date hereof, the Company has no commitments (ivincluding contingent or conditional commitments) 10,500 Class A to issue or deliver Common Shares or Preferred Shares except as described in the last sentence of this Section 5.2(b)(i) and except that, as of April 30, 2001, there were outstanding options to purchase 34,308,420 Common Shares granted pursuant to the Company Stock Plans to such Persons, with such exercise prices as are set forth in a schedule previously provided to Parent and outstanding Performance Based Restricted Stock Awards containing Performance Awards with respect to 679,000 Common Shares and outstanding restricted share units with respect to 774,781 Common Shares granted pursuant to Company Stock Plans, and approximately 42,611,754 Common Shares were reserved for issuance pursuant to the Company Stock Plans (including pursuant to such outstanding options and other equity-based awards), but the Company Optionsis not, (v) 629,150 Class B as of the date hereof, obligated to issue such Common Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except except as set forth above in this Section 5.2(b)(i) or on Schedule 4.3, no shares of capital stock or other equity or voting securities the corresponding section of the Company are issuedDisclosure Letter. In addition, reserved for issuance or outstanding, except for Shares referred to as more fully described in clauses (ivSection 5.2(b) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company areDisclosure Letter, and all Shares which may be issued pursuant to the Option Plans willas of April 30, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.32001, there are not any bondswere an estimated 1,042,043 phantom shares (adjusted for the March 1, debentures2001 stock split) under Company deferred compensation plans which, notes or other indebtedness or securities of if all such shares vested, would be payable in Common Shares at the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesapplicable distribution dates.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 21,000,000 shares of Common Stock and 10,000,000 820,000 shares of preferred stock, par value $0.01 per share (share, of which 53,572 shares are Class A Preferred Stock, par value $0.01 per share, 21,786 shares are Class B Preferred Stock, par value $0.01 per share, 100,000 shares are Class C Preferred Stock, par value $0.01 per share, and 644,642 shares are of such series as the "Preferred Shares")Company Board may determine from time to time. As of December 31, 1997the date of this Agreement, (i) 3,490,835 Class A Shares 16,226,815 shares of Common Stock and no shares of preferred stock were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares shares of Common Stock were held by the Company or by any of the Company's subsidiariesin its treasury, (iviii) 10,500 Class A Shares 1,217,481 shares of Common Stock were reserved for issuance pursuant to the outstanding Company employee stock options ("Plan Options") granted pursuant to the Stock Plans (as defined in Section 6.04), of which (vx) 629,150 Class B Shares Plan Options covering 700,863 shares of Common Stock are currently exercisable and (y) Plan Options covering 516,618 shares of Common Stock are currently not exercisable, of which Plan Options covering 485,400 shares of Common Stock have been granted subject to obtaining approval of the Company's stockholders and (absent such approval, which is subject to the last sentence of Section 5.01(b)) will not become exercisable as a result of the Transactions, and (iv) 1,457,602 shares of Common Stock were reserved for issuance pursuant to other options ("Other Options" and, together with the outstanding Company Plan Options, (vithe "Stock Options") 300,000 Class A Shares granted to employees and no Class B Shares were reserved for issuance pursuant to former employees of the ESPPCompany. Except as set forth above, and (vii) as of the date of this Agreement, no shares of Preferred Stock capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares shares which may be issued pursuant to the Option Stock Plans willor pursuant to the agreements representing outstanding Other Options described in clause (iv) above shall be, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there There are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above, as of the date of this Agreement, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There As of the date of this Agreement, there are no not any outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or to provide funds to make any securities of the type described investment (in the two immediately preceding sentencesform of a loan, capital contribution or otherwise) in any subsidiary or any other entity.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A 80,000,000 Company Common Shares, 10,000,000 of which 33,465,711 shares were outstanding on May 2, 2001, and 13,056,800 Company Class B Common Shares, of which 12,224,835 shares were outstanding on May 2, 2001. All of the outstanding Company Shares have been duly authorized and 10,000,000 shares of preferred stockare validly issued, par value $0.01 per share (the "Preferred Shares")fully paid and nonassessable. As of December 31May 2, 19972001, 4,095,017 options and 817,959 deferred stock awards were outstanding, all of which were granted pursuant to the Stock Plans (as defined below). Since May 2, 2001 and prior to the date hereof, the Company has not issued (i) 3,490,835 Class A any Company Shares were issued other than pursuant to the exercise of any Company Options and outstanding, Stock Awards or (ii) 5,892,756 any Company Options or Stock Awards. As of the date of this Agreement, the Company has no Company Shares reserved for issuance or subject to issuance, except that, as of May 2, 2001, there were 12,224,835 Company Common Shares reserved for issuance upon conversion of the Company Class B Common Shares, and as of May 2, 2001, 2,126,904 Company Common Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company's 1977 Restricted Stock Award Plan, as amended (the "1977 Restricted Stock Plan") and 3,172,663 Company Options, (v) 629,150 Class B Common Shares were reserved for issuance pursuant to the Company's 1996 Long-Term Incentive Plan (the "1996 LTIP" and, together with the 1977 Restricted Stock Plan, the "Stock Plans"). Each of the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities interests of each of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying and not subject nominee shares, owned by the Company or a direct or indirect wholly owned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or similar encumbrance and free of any other restriction (including any restriction on the right to preemptive rightsvote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth on Schedule 4.3, above there are no authorized, issued or outstanding Company Shares or other shares of capital stock or other securities of the Company and no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other indebtedness or securities obligations the holders of the Company having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which shareholders with the stockholders of the Company may vote. Other than the Shares, on any matter ("Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesVoting Debt").

Capital Structure. The (a) As of the date hereof, the authorized capital stock of the Company consists of 50,000,000 Class A Shares90,100,000 shares of capital stock of which 90,000,000 are shares of Company Common Stock, 10,000,000 Class B Shares and 10,000,000 100,000 are shares of preferred stock, par value $0.01 1 per share share, of the Company (the "Company Preferred SharesStock"). As At the close of December 31business on March 15, 19972001, (i) 3,490,835 Class A Shares 50,413,400 shares of Company Common Stock (including associated Rights) were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, (ii) 5,892,756 Class B Shares 1,092 shares of Company Common Stock were issued and outstanding, held in the treasury or by Subsidiaries of the Company; (iii) no Shares were held by the 8,013,681 shares of Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares Common Stock were reserved for issuance pursuant to options to purchase shares of Company Common Stock ("Company Stock Options") issued and outstanding pursuant to (A) the outstanding Company OptionsCompany's Stock Option Plan, (vB) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, Company's Outside Director Stock Option Plan and (viiC) the Bozell, Jacobs, Xxxxxx & Xxxxxxxx, Inc. Stock Option Plan (collectively, the "Company Stock Option Plans") (with a weighted average exercise price between $28 and $29); (iv) an additional 868,912 shares of Company Common Stock were authorized (excluding shares subject to stockholder approval) for awards, but not yet issued; and (v) no shares of Company Preferred Stock were issued, reserved for issuance issued or outstanding. Except as set Set forth above in Section 3.2 of the letter dated the date hereof and delivered on the date hereof by the Company to Parent, which letter relates to this Agreement and is designated the Company Letter (the "Company Letter"), is a list of each benefit plan of the Company or on Schedule 4.3, no shares of capital stock or other equity or voting its Subsidiaries under which any securities of the Company are issued, issuable or reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Optionsissuance. All the outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Common Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to free of preemptive rights. Except As of the date of this Agreement, except for shares reserved or issuable in connection with the Rights Agreement, except as set forth on Schedule 4.3above, there are not any bondsexcept for the issuance of shares of Company Common Stock upon the exercise of Company Stock Options and except as set forth in Section 3.2 of the Company Letter, debentures, notes no shares of capital stock or other indebtedness or voting securities of the Company having the right to vote (were issued, reserved for issuance or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders outstanding. As of the Company may vote. Other than the Sharesdate hereof, Company Options, Option Plans and the ESPP, or except (i) as set forth on Schedule 4.3above, there are not any securities, (ii) for options, warrants, calls, rights, commitmentsputs and agreements that relate to securities of Subsidiaries other than Significant Subsidiaries with exercise or purchase prices that, agreementsin the aggregate, arrangements do not exceed $25 million and that are not referenced in Section 3.2 of the Company Letter and (iii) as set forth in Section 3.2 of the Company Letter, there are no options, warrants, calls, rights, puts or undertakings of any kind agreements to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries Subsidiaries to issue, deliver deliver, sell or sellredeem, or cause to be issued, delivered delivered, sold or soldredeemed, any additional shares of capital stock (or other voting securities or equity equivalents) or voting convertible or exchangeable securities of the Company or of any of its subsidiaries Subsidiaries or obligating the Company or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentput or agreement. True, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities complete and correct copies of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesCharter and Company Bylaws have been delivered to Parent.

Capital Structure. (i) The authorized capital stock of Seller consists of 4,500,000 shares of Seller Common Stock and 100,000 shares of preferred stock of Seller, par value $0.01 per share ("Seller Preferred Stock"). As of the date of this Agreement: (A) 2,228,739 shares of Seller Common Stock were issued and outstanding, (B) no shares of Seller Preferred Stock were issued and outstanding, (C) no shares of Seller Preferred Stock were reserved for issuance, (D) no shares of Seller Common Stock were reserved for issuance except 357,075 shares of Seller Common Stock were reserved for issuance pursuant to Seller Stock Option Plan and 28,925 Shares of Seller Common Stock were reserved for issuance under the MRP, and (E) 1,342,011 shares of Seller Common Stock were held by Seller in its treasury or by its Subsidiaries. All outstanding shares of Seller Common Stock are validly issued, fully paid and nonassessable and not subject to any preemptive rights and, with respect to shares held by Seller in its treasury or by its Subsidiaries, are free and clear of all liens, claims, encumbrances or restrictions (other than those imposed by applicable federal and state securities laws) and there are no agreements or understandings with respect to the voting or disposition of any such shares. The Disclosure Letter sets forth a complete and accurate list of all options to purchase Seller Common Stock that have been granted and are outstanding pursuant to the Seller Option Plan and all restricted stock grants under Seller's MRP including the dates of grant, exercise prices, dates of vesting, dates of termination and shares subject to each grant. Seller has not, since September 30, 2000 adopted or modified the terms of any stock option plan or restricted stock or phantom stock plan or any grants under the Seller Option Plan. The authorized capital stock of the Company Association consists of 50,000,000 Class A Shares4,500,000 shares of common stock, 10,000,000 Class B Shares par value $0.01 per share (the "Association Common Stock"), and 10,000,000 100,000 shares of preferred stock, par value $0.01 per share (the "Association Preferred SharesStock"). As of December 31the date of this Agreement, 1997, (i) 3,490,835 Class A Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any 3,570,750 shares of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Association Common Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities the Association Preferred Stock were outstanding and all outstanding shares of the Company are issuedAssociation Common Stock were, reserved for issuance or outstandingand as of the Effective Time will be, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise owned by Seller. All of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, Association Common Stock are validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesnonassessable.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 80,000,000 shares of Company Common Stock and 10,000,000 1,000,000 shares of preferred stock, par value $0.01 per share (the "“Company Preferred Shares"Stock”). As of the close of business on December 31, 19972005, there were outstanding (i) 3,490,835 Class A Shares were issued and outstanding40,244,326 shares of Company Common Stock (including 279,575 shares subject to restrictions under the Company Stock Option Plans), (ii) 5,892,756 Class B Shares were issued and outstandingno shares of Company Preferred Stock, (iii) no Shares were held by the Company or by any Options to purchase an aggregate of the Company's subsidiaries4,897,492 shares of Company Common Stock at a weighted average exercise price of $9.41 per share, (iv) 10,500 Class A Shares were reserved for issuance pursuant the Finestar Warrant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no purchase an aggregate of 1,550,000 shares of Preferred Company Common Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares at an exercise price of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) $10.73 per share and (v) above which may be issued upon exercise $90 million principal amount of Convertible Notes then convertible into an aggregate of 11,160,714 shares of Company Common Stock. All of the outstanding Company Options. All issued and outstanding shares of capital stock of the Company are, Common Stock have been duly authorized and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, are validly issued, fully paid and nonassessable and not subject all of the shares of Company Common Stock that may be issued pursuant to preemptive rightsthe Company Stock Option Plans, the Convertible Notes and the Finestar Warrant have been duly authorized and will be, when issued in accordance with the respective terms thereof, validly issued, fully paid and nonassessable. Except as set forth on Schedule 4.34.1(b) of the Company Disclosure Schedules, all of the issued and outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and are validly issued, fully paid and nonassessable, and all such shares are owned by the Company or a Subsidiary of the Company free and clear of any Lien (excluding any securities Law general restrictions on transfer). Except as set forth in the second sentence of this Section 4.1(b) and for changes since December 31, 2005 resulting from any exercise of Company Options outstanding as of December 31, 2005, conversion of the Convertible Notes or exercise of the Finestar Warrant, there are not any bonds, debentures, notes no outstanding shares of capital stock or other indebtedness or voting securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may voteCompany. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.34.1(b) of the Company Disclosure Schedules and other than pursuant to (i) the Company’s Rights Agreement, dated as of November 21, 1989, as amended as of October 22, 2004 (the “Rights Agreement”); (ii) the Company Options outstanding as of December 31, 2005; and (iii) the Convertible Notes and the Finestar Warrant, there are not any securitiesno preemptive or other outstanding rights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or undertakings of any kind commitments to which the Company issue or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of sell any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries Subsidiaries that have been issued or granted by the Company or such Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the type described in Company or any of its Subsidiaries. Schedule 4.1(b) of the two immediately preceding sentencesCompany Disclosure Schedules sets forth a true and correct list, as of December 31, 2005, of the Company Options, together with the numbers of shares covered thereby, dates of grant thereof and the exercise prices therefor. Except for the Convertible Notes, the Company does not have any outstanding bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter (“Voting Debt”). No Subsidiary of the Company owns any Company Common Stock.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 500,000 Class A Common Shares, 10,000,000 500,000 Class B Common Shares and 10,000,000 100,050 shares of preferred stockPreferred Stock (collectively, par value $0.01 per share (the "Preferred Company Shares"). As of December 31, 1997the date hereof, (i) 3,490,835 495,000 Class A Common Shares were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, (ii) 5,892,756 no Class B Common Shares were issued and outstanding, (iii) no Company Shares were held by the Company or by any of the Company's subsidiariesin its treasury, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no 50,050 shares of Series A Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or issued and outstanding, except for Shares referred to in clauses (iv) and (v) above all of which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, were validly issued, fully paid and nonassessable and not subject to free of preemptive rights, and (v) 50,000 shares of Series B Preferred were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, except in each case for the agreements with stockholders of the Company set forth under Section 4.3 of the Company Disclosure Schedule (the "Existing Stockholder Agreements"). Except as set forth on Schedule 4.3for (i) outstanding Company Stock Options covering not in excess of 19,800 Company Shares under the Company Stock Option Plan, (ii) outstanding CVC Warrants exercisable for an aggregate 5,000 Common Shares and (iii) the Mezzanine Stock Purchase Warrant, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, no options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings of any kind agreements to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries Subsidiaries to issue, deliver issue or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries Subsidiaries or obligating the Company or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, rightright or agreement. Except for the Existing Stockholder Agreements, commitmentthose equity-related agreements with executives of the Company set forth on Schedule 4.3 of the Company Disclosure Schedule (the "Executive Equity Agreements"), agreementand as provided in this Agreement, arrangement or undertaking. There there are no outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any of its subsidiaries Subsidiaries (i) to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries Subsidiaries, or (ii) to vote or to dispose of any securities shares of the type capital stock of any of the Company's Subsidiaries. Except for (i) the phantom stock right (the "Phantom Stock Right") granted by Public Sub to Xxxxxxx Xxxxx pursuant to the Phantom Right Employment Agreement, (ii) as described in the two immediately preceding sentencessentences and (iii) registration rights of certain stockholders of the Company pursuant to that certain Registration Rights Agreement dated as of October 14, 1997 between the Company and the signatories thereto, there are no agreements, arrangements or commitments of any character (including registration rights) relating to or based upon the issued or unissued capital stock or other securities of the Company or any of its Subsidiaries. The terms of the Company Stock Option Plan and Company Stock Options permit the Company to terminate unexercised Company Stock Options, whether vested or unvested, upon the Merger, without written consent or approval of the holders of the Company Stock Options, stockholders or otherwise. Section 4.3 of the Company Disclosure Schedule sets forth a complete and accurate list of all Company stockholders and the number, class and series of capital stock of Company owned, of record and beneficially, by each such Company stockholder. Section 4.3 of the Company Disclosure Schedule sets forth a complete and accurate list of all warrants, options, "phantom" stock rights, stock appreciation rights or agreements or similar rights to acquire capital stock of, or any economic value in, the Company or any of its Subsidiaries, including as to each holder thereof, the name of such holder, the number, class and series of shares of capital stock subject thereto, the exercisability, exercise price or conversion rate, and termination date thereof.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 45,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of preferred stock, par value $0.01 .001 per share (the "Company Preferred SharesStock"). As At the close of December 31business on January 14, 19972003, (i) 3,490,835 Class A Shares 22,595,758 shares of Company Common Stock were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares shares of Company Common Stock were held by the Company or by any of the Company's subsidiariesin its treasury, (iviii) 10,500 Class A Shares 5,633,499 shares of Company Common Stock were reserved for issuance pursuant to the Equity Compensation Plan of the Company, as amended, and the 2000 Equity Compensation Plan of the Company, as amended (such plans, collectively, the "Company Stock Plans"), of which 3,884,538 shares of Company Common Stock were subject to outstanding Company Stock Options, and 47,787 shares of Company Common Stock were subject to vesting and restrictions on transfer (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding collectively, "Company OptionsRestricted Stock"), (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (viiiv) no shares of Company Preferred Stock were issued or outstanding or were held by the Company as treasury shares and (v) warrants to acquire 106,329 shares of Company Common Stock from the Company pursuant to the warrant agreements set forth on Section 3.01(c) of the Company Disclosure Schedule and previously delivered in complete and correct form to Parent (the "Warrants") were issued and outstanding. Except as set forth above in this Section 3.01(c), at the close of business on January 14, 2003, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3There are no outstanding stock appreciation rights, no "phantom" stock rights, performance units, rights to receive shares of capital stock Company Common Stock on a deferred basis or other equity or voting securities rights (other than Company Stock Options and Warrants) that are linked to the value of Company Common Stock (collectively, "Company Stock-Based Awards"). Section 3.01(c) of the Company are issuedDisclosure Schedule sets forth a complete and accurate list, reserved for issuance as of January 14, 2003, of all outstanding options to purchase shares of Company Common Stock (collectively, "Company Stock Options") under the Company Stock Plans or outstandingotherwise, except for Shares referred to in clauses and all outstanding Warrants, the number of shares of Company Common Stock (ivor other stock) subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and (v) above which may be issued upon exercise vesting schedules thereof and the names of the holders thereof. No shares of Company Common Stock are subject to repurchase by the Company at a fixed purchase price. All outstanding Company OptionsStock Options are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements, in each case in the forms set forth in Section 3.01(c) of the Company Disclosure Schedule, and no stock option agreement, restricted stock purchase agreement or other award agreement contains terms that are inconsistent with such forms. As of the close of business on January 14, 2003, there were outstanding Company Stock Options to purchase 1,162,531 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise price of such Company Stock Options was equal to $2.67. As of the close of business on January 14, 2003, there were outstanding Warrants to purchase 101,829 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration. Each Company Stock Option may, by its terms, be canceled in connection with the transactions contemplated hereby for a lump sum cash payment in accordance with and to the extent required by Section 5.04(a). All Warrants may, by their terms, be canceled in exchange for a lump sum cash payment in accordance with and to the extent required by Section 5.04(b). All outstanding shares of capital stock of the Company are, and all Shares shares which may be issued pursuant to the Option Plans willCompany Stock Options or the Warrants will be, when issuedissued in accordance with the terms thereof, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there There are not any no bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above in this Section 3.01(c), (x) there are not issued, reserved for issuance or outstanding (A) any securitiesshares of capital stock or other voting securities or equity interests of the Company, options, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or (C) any warrants, calls, rights, commitments, agreements, arrangements options or undertakings of any kind other rights to which acquire from the Company or any of its subsidiaries is a party or by which any Subsidiaries, and no obligation of them is bound obligating the Company or any of its subsidiaries Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of any such securities. Neither the Company or of nor any of its subsidiaries or obligating Subsidiaries is a party to any voting agreement with respect to the Company or any voting of its subsidiaries to issue, grant, extend or enter into any such securitysecurities. Except as set forth above in this Section 3.01(c), option, warrant, call, right, commitment, agreement, arrangement or undertaking. There there are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting (1) securities of the Company or any of its subsidiaries Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the type described in Company or (3) obligations of the two immediately preceding sentencesCompany or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B (i) Sixty Million (60,000,000) shares of Company Shares and 10,000,000 (ii) Twenty Million (20,000,000) shares of preferred stockPreferred Stock, par value $0.01 0.001 per share (the "“Company Preferred Shares"Stock”). As of December 31May 23, 19972008, (i) 3,490,835 Class A there are 40,120,231 shares of Company Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued outstanding and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Company Preferred Stock were issuedissued and outstanding other than any Company Shares issued after the date hereof pursuant to Company Options outstanding on the date of this Agreement. References in this Agreement to Company Shares shall include, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3unless the context requires otherwise, no shares of capital stock or other equity or voting securities of the associated preferred share purchase rights (“Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (ivRights”) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans willRights Agreement dated as of January 25, when issued2006 by and between the Company and U.S. Stock Transfer Corporation, be as Rights Agent, as amended prior to the Effective Time (the “Company Rights Agreement”). As of May 28, 2008, there are Company Options to acquire 11,579,961 shares of Company Shares outstanding. As of May 28, 2008, there are Company Warrants to acquire 3,020,000 shares of Company Shares outstanding. Section 4.2(a) of the Company Schedule of Exceptions sets forth, as of the date of this Agreement, a complete and accurate list of the Company Options, the number of shares issuable thereunder and exercise price relating thereto. All of the issued and outstanding shares of Company Shares have been duly authorizedauthorized and validly issued and are fully paid, validly issued, fully paid and nonassessable and not subject to free of preemptive rights. Except As of the date of this Agreement, except as set forth on Schedule 4.3provided by this Agreement and except for the Company Options, there are not no subscriptions, options, warrants, calls, stock appreciation rights or other commitments, rights or agreements of any character relating to dividend rights or the purchase, sale, issuance or voting of any security of the Company to which the Company or any Subsidiary of the Company is a party, including any securities convertible into, exchangeable for or representing the right to purchase or otherwise receive, any shares of Company Shares. There are no bonds, debentures, notes or other indebtedness or securities of the Company or any of the Company Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on in which shareholders stockholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, There are no voting trusts or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements other agreements or undertakings of any kind understandings to which the Company or any of its subsidiaries the Company Subsidiaries is a party or by which any with respect to the voting of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities interests of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesCompany Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 150,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of preferred stock, par value $0.01 per share (the "“Company Preferred Shares"Stock”). As At the close of December 31business on February 25, 1997, 2005 (i) 3,490,835 Class A Shares 56,117,640 shares of Company Common Stock were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares shares of Company Common Stock were held by the Company or by any in its treasury, (iii) 110,913 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options (as defined in Section 7.04) under the Company's subsidiaries’s 1999 Employee Stock Purchase Plan at a weighted average exercise price of $4.6325 per share, (iv) 10,500 Class A Shares 8,004,358 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options under the Company’s 1999 Equity Incentive Plan at a weighted average exercise price of $10.5900 per share, (v) 295,000 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options under the Company’s 1999 Director Stock Option Plan at a weighted average exercise price of $12.4510 per share, (vi) 1,208,325 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options under the Hightouch Technologies, Inc. 1999 Stock Option Plan at a weighted average exercise price of $5.9861 per share, (vii) 5,896,126 additional shares of Company Common Stock were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, Stock Plans and (viiviii) no shares of Company Preferred Stock were issued. Except as set forth above and except for the shares of Company Common Stock reserved for issuance upon the exercise of the Top-Up Option, at the close of business on February 28, 2005, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, There are no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company OptionsSARs (as defined in Section 7.04). All outstanding shares of Company capital stock of the Company are, and all Shares which such shares that may be issued pursuant prior to the Option Plans will, Effective Time will be when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company or any Company Subsidiary is a party or otherwise bound. Except as set forth on Schedule 4.3, there There are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the Company Common Stock may votevote (“Voting Company Debt”). Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above, as of February 28, 2005, there are not any securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of them is bound (x) obligating the Company or any of its subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any of its subsidiaries Company Subsidiary or any Voting Company Debt, (y) obligating the Company or any of its subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, unit, commitment, agreementContract, arrangement or undertakingundertaking 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 accruing to holders of Company capital stock. There As of February 28, 2005, there are no not any outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any of its subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or dispose any Company Subsidiary. No person is entitled to registration rights with respect to any shares of capital stock of the Company. Except as contemplated in connection with the execution of this Agreement, there are no stockholder agreements, voting trusts or other agreements, Contracts or understandings to which the Company or any Company Subsidiary is a party or to which it is bound relating to the voting of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesCompany Subsidiary.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares300,000,000 shares of Company Common Stock, 10,000,000 Class B Shares of which 7,077,682 shares were outstanding as of the close of business on February 14, 2017, and 10,000,000 100,000,000 shares of preferred stock, par value $0.01 0.0001 per share (the "Preferred Shares"). As of December 31, 1997, (i) 3,490,835 Class A Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares none of which were outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no shares of Company Common Stock or other shares of its capital stock reserved for issuance, except that, as of February 14, 2017, there were 1,128,158 shares of Company Common Stock reserved for issuance pursuant to the outstanding Company OptionsCompany’s 2006 Long-Term Incentive Plan, as amended and restated, including each subplan thereof (vincluding the Company’s 2013 Performance Share Unit Program and the Company’s 2016 Retention and Incentive Plan) 629,150 Class B Shares were reserved for issuance pursuant to (collectively, the “Stock Plan”). Each of the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or voting by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any pledge, lien, charge, option, hypothecation, mortgage, security interest, adverse right, prior assignment, license, sublicense or any other encumbrance of any kind or nature whatsoever (an “Encumbrance”). Except to the extent set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of the Company are issuedor any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, reserved or giving any Person a right to subscribe for issuance or outstandingacquire, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock any securities of the Company areor any of its Subsidiaries, and all Shares which may be no securities or obligations evidencing such rights are authorized, issued pursuant to or outstanding. Upon any issuance of any shares of Company Common Stock in accordance with the Option Plans willterms of the Stock Plans, when issued, such shares of Company Common Stock will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Encumbrance. The Company does not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not have outstanding any bonds, debentures, notes or other indebtedness or securities obligations the holders of the Company having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which with the shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesmatter.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 30,000,000 shares of Company Common Stock and 10,000,000 2,500,000 shares of preferred stock, par value $0.01 per share share, of Company (the "“Company Preferred Shares"Stock”). As of December 311, 1997, 2003: (i) 3,490,835 Class A Shares 9,206,774 shares of Company Common Stock were issued and outstanding, ; (ii) 5,892,756 Class B Shares 2,539,538 shares of Company Common Stock were held by Company in its treasury and no shares of Company Common Stock were held by Subsidiaries of Company; (iii) no shares of Company Preferred Stock were issued and outstanding, ; (iiiiv) no Shares shares of Company Preferred Stock were held by the Company in its treasury or were held by any Subsidiary of the Company's subsidiaries, ; and (ivv) 10,500 Class A Shares 2,117,367 shares of Company Common Stock were reserved for issuance pursuant to the outstanding Company Optionsall plans, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of including the Company Option Plans, agreements or arrangements providing for equity-based compensation to any director, Employee (as defined in Section 3.1(f)), consultant or independent contractor of Company or any of its Subsidiaries (collectively, the “Company Stock Plans”), of which 1,119,865 shares are issued, reserved for issuance or outstanding, except for Shares referred subject to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding stock options to acquire Company OptionsCommon Stock. All outstanding shares of capital stock of the Company are, and all Shares shares thereof which may be issued pursuant prior to the Option Plans willClosing will be, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Company has delivered to Newco a true and complete list, as of the close of business on December 1, 2003, of all outstanding stock options to purchase or receive Company Common Stock and all other rights to purchase or receive Company Common Stock granted under Company Stock Plans (collectively, the “Company Stock Options”), the number of shares subject to each such Company Stock Option, the grant dates, the vesting schedule and the exercise prices (to the extent applicable) of each such Company Stock Option and the names of the holders thereof. Company has not awarded or authorized the award of any Company Stock Options since December 1, 2003. Except as set forth on Schedule 4.3in this Section 3.1(c) and except for the Company Rights Agreement and changes since December 1, 2003 resulting from (i) the issuance of shares of Company Common Stock pursuant to and in accordance with Company Stock Options outstanding prior to December 1, 2003 and (ii) as expressly contemplated hereby (x) there are not issued, reserved for issuance or outstanding (A) any bonds, debentures, notes shares of capital stock or voting securities or other indebtedness or ownership interests of Company, (B) any securities of the Company having the right to vote (or any Subsidiary of Company convertible intointo or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests of Company, or exchangeable for, securities having the right to vote(C) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rightsoptions or other rights to acquire from Company or any Subsidiary of Company, commitments, agreements, arrangements or undertakings any obligation of any kind to which the Company or any of its subsidiaries is a party Subsidiaries to issue, any capital stock, voting securities or by which any other ownership interests in, or securities convertible into or exchangeable or exercisable for, capital stock or voting securities or other ownership interests of them is bound obligating the Company, and (y) there are no outstanding obligations of Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional any such securities, other than pursuant to any “cashless exercise” provision of any Company Stock Options. Except as set forth in Section 3.1(c) of the Company Disclosure Schedule (which schedule shall include the Company Rights Agreement and the Company Stock Plans), there are no outstanding (A) securities of Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other equity or voting securities or other ownership interests in any Subsidiary of the Company Company, (B) warrants, calls, options or of any of its subsidiaries or obligating the other rights to acquire from Company or any of its subsidiaries to issueSubsidiaries, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings obligation of any kind obligating the Company or any of its subsidiaries Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for, any capital stock, voting securities or other ownership interests in, any Subsidiary of Company or (C) obligations of Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting such outstanding securities of Subsidiaries of Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Except for the Company Rights Agreement and the Company Stock Plans, neither Company nor any of its Subsidiaries is a party (and, to the knowledge of Company as of the date hereof, no other Person having beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of five percent or more of the outstanding Company Common Stock (a “Major Company Stockholder”) is a party) to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or antidilutive rights with respect to any of the securities of Company or any of its subsidiaries Subsidiaries. There are no voting trusts or other agreements or understandings to which Company or any securities of its Subsidiaries is a party or, to the knowledge of Company as of the type described in date hereof, any Major Company Stockholder is a party with respect to the two immediately preceding sentencesvoting of the capital stock of Company or any of its Subsidiaries.

Capital Structure. The As of the date of this Agreement, the authorized capital stock of the Company consists of 50,000,000 Class A Shares45,000,000 shares, 10,000,000 Class B Shares and 10,000,000 divided into the following: (i) 5,000,000 shares of preferred stock, par value $0.01 per share (the "Company Preferred SharesStock"); and (ii) 40,000,000 shares of Company Common Stock. As At the close of December 31business on August 1, 1997, : (i) 3,490,835 Class A Shares 10,101,915 shares of Company Common Stock were issued and outstanding, 27,825 of which are restricted shares; (ii) 5,892,756 Class B Shares 815,902 shares of Company Common Stock were reserved for issuance in connection with the Stock Option Plan; (iii) 122,457 shares of Company Common Stock were reserved for issuance in connection with the Directors' Stock Option Plan; (iv) 491,222 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Warrants; (v) no shares of Company Common Stock were held in treasury; (vi) no shares of Company Preferred Stock were issued and outstanding, (iii) no Shares were outstanding or held by the Company or by any Subsidiary of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, ; and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not any bonds, debentures, notes or other instruments or evidence of indebtedness or securities of the Company having the right to vote (or convertible into, or exercisable or exchangeable for, for securities having the right to vote) on any matters on which the Company shareholders may vote ("Company Voting Debt") were issued or outstanding. All outstanding shares of Company Common Stock are validly issued, fully paid and nonassessable and are not subject to preemptive or other similar rights. Except as set forth in Section 3.1(b) of the Disclosure Memorandum, there are outstanding: (i) no securities of the Company may vote. Other than the Sharesconvertible into or exchangeable or exercisable for shares of capital stock, Company Options, Option Plans Voting Debt or other voting securities of the Company; and the ESPP, or as set forth on Schedule 4.3, there are not any securities(ii) no stock awards, options, warrants, calls, rights (including stock purchase or preemptive rights), commitments, agreements, arrangements commitments or undertakings of any kind agreements to which the Company or any of its subsidiaries is a party or by which it is bound, in any of them is bound case obligating the Company or any of its subsidiaries to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of its capital stock stock, any Company Voting Debt or other equity voting securities or securities convertible into or exchangeable or exercisable for voting securities of the Company or of any of its subsidiaries Company, or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. Except as set forth in Section 3.1(b) of the Disclosure Memorandum, agreementsince December 31, arrangement 1996, the Company has not (i) granted any options, warrants or undertakingrights to purchase shares of Company Common Stock or (ii) amended or repriced, as applicable, any Company Option, any Company Warrant, the Stock Option Plan or the Directors' Stock Option Plan. Section 3.1(b) of the Disclosure Memorandum sets forth the following information with respect to each Company Option and Company Warrant outstanding on the date of this Agreement: (A) the name of the optionee or warrantholder, (B) the number of shares of Company Common Stock subject to such Company Option or Company Warrant, and (C) the exercise price of such Company Option or Company Warrant. None of the Company Options are "incentive stock options" (within the meaning of Section 422 of the Code). There are no outstanding rights, commitments, not as of the date of this Agreement and there will not be on the date of the Shareholders' Meeting any shareholder agreements, arrangements voting trusts or undertakings of any kind obligating other agreements or understandings to which the Company is a party or any of its subsidiaries by which it is bound relating to repurchase, redeem or otherwise acquire or dispose the voting of any shares of the capital stock or other equity or voting securities of the Company which will limit in any way the solicitation of proxies by or any of its subsidiaries or any securities on behalf of the type described in Company from, or the two immediately preceding sentencescasting of votes by, the shareholders of the Company with respect to the Merger. True and correct copies of all agreements relating to the Company Warrants and the Company Options and the issuance of any restricted stock have previously been provided or made available to Parent.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares shares of Company Common Stock and 10,000,000 7,000,000 shares of preferred stock, par value $0.01 0.10 per share (the "Company Preferred SharesStock" and collectively with the Company Common Stock, "Company Capital Stock"). As of December 3111, 19972003, (ia) 3,490,835 Class A Shares 20,234,434 shares of Company Common Stock and 30,000 shares of Company Preferred Stock designated as Series D Convertible Preferred Stock (the "Company Series D Stock") were issued and outstanding, (iib) 5,892,756 Class B Shares were issued 40,817 shares of Company Common Stock and outstanding, (iii) no Shares shares of Company Preferred Stock were held by the Company or by any in its treasury, (c) 3,896,745 shares of Company Common Stock were subject to outstanding Company Employee Stock Options and the weighted average exercise price of such options was $7.60 per share, and (d) 1,875,357.5 shares of Company Common Stock were subject to outstanding Warrants, each with an exercise price of $8.00 per share. Section 4.03 of the Company Disclosure Letter sets forth a full list of all outstanding Company Employee Stock Options, including the name of the Person to whom such options have been granted, the number of shares subject to each option, and the per share exercise price for each option. All such Company Employee Stock Options fully vest in the event of a change in control of the Company's subsidiaries, (iv) 10,500 Class A Shares were . Except for the Company Common Stock reserved for issuance pursuant to upon conversion of the outstanding Company OptionsSeries D Stock and upon exercise of the Company Employee Stock Options and the Company Warrants, (v) 629,150 Class B Shares were reserved for issuance pursuant to as of the outstanding Company Optionsdate hereof, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company Capital Stock are, and all Shares which such shares that may be issued pursuant prior to the Option Plans will, Effective Time will be when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any Contract to which the Company is a party or otherwise bound. Except as set forth on Schedule 4.3in Section 4.03 of Company Disclosure Letter, there are not any bondsno Company Voting Debts, debentures, notes warrants to purchase Company Common Stock or other indebtedness Company SARs issued or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may voteoutstanding. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above, as of the date of this Agreement, there are not any securities, no options, warrants, callsrights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its subsidiaries the Company Subsidiaries is a party or by which any of them is bound (i) obligating the Company or any of its subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any of its subsidiaries Company Subsidiary or any Company Voting Debt, (ii) obligating the Company or any of its subsidiaries the Company Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) 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 Company Capital Stock. There Except as set forth in Section 4.03 of Company Disclosure Letter, there are no (A) outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any of its subsidiaries the Company Subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries the Company Subsidiaries, or (B) voting trusts or other agreements or understandings to which the Company or any securities Company Subsidiary is a party with respect to the voting or transfer of capital stock of the type described in Company or any of the two immediately preceding sentencesCompany Subsidiaries.

Capital Structure. The (i) As of the date hereof, the authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 30,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.01 .01 per share (the "Company Preferred SharesStock"). As At the close of December 31business on June 15, 19971998, (i) 3,490,835 Class A Shares 8,620,203 shares of Company Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable, and free of preemptive rights. As of the date hereof: (ii) 5,892,756 Class B Shares were issued and outstanding, (iiiA) no Shares were shares of Company Common Stock are held by in the treasury of the Company or by any PL; (B) 1,487,664 shares of the Company's subsidiaries, (iv) 10,500 Class A Shares were Company Common Stock are reserved for future issuance pursuant to the outstanding Company Options, Stock Option Plans; (vC) 629,150 Class B Shares were 25,000 shares are reserved for issuance pursuant to under the outstanding Company Options, Warrant; (viD) 300,000 Class A Shares and no Class B Shares were 727,518 shares are reserved for issuance pursuant to under that certain Common Stock Investment Agreement dated as of January 21, 1998 between Promethean Investment Group L.L.C. (the ESPP, "Investor") and the Company (the "Common Stock Investment Agreement"); (E) 70,516 shares are reserved for issuance under the Company Employee Stock Purchase Plan; and (viiF) 30,000 shares are reserved for issuance under the 401(k) Plan of the Company (the "Company 401(k) Plan"). The Company Stock Option Plans, the Company Warrant, the Common Stock Investment Agreement, the Company Employee Stock Purchase Plan and the Company 401(k) Plan are the only benefit plans or arrangements of the Company or PL under which any securities of the Company or PL are issuable. No shares of Company Preferred Stock are issued and outstanding. As of the date of this Agreement, except as set forth above, no shares of Preferred Stock were capital stock or other voting securities of the Company or PL are issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities As of the Company are issued, reserved for issuance or outstandingdate of this Agreement, except for Shares referred to stock options covering not in clauses (iv) and (v) above which may be issued upon exercise excess of the outstanding Company Options. All outstanding 1,220,097 shares of capital stock of Company Common Stock issued under the Company are, and all Shares which may be issued pursuant to the Stock Option Plans will(collectively, when issuedthe "Company Stock Options"), be duly authorized, validly issued, fully paid the Company Warrant and nonassessable rights to purchase covering approximately 10,000 shares of Company Common Stock under the Company Employee Stock Purchase Plans and not subject to preemptive rights. Except as set forth on Schedule 4.3the Company's matching contribution obligations under the 401(k) Plan, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, no options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings of any kind agreements to which the Company or any of its subsidiaries PL is a party or by which any either of them is bound obligating the Company or any of its subsidiaries PL to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries PL or obligating the Company or any of its subsidiaries PL to issue, grant, extend or enter into any such security, option, warrant, call, rightright or agreement. The Company does not have any outstanding bonds, commitmentdebentures, agreement, arrangement notes or undertakingother obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no outstanding rightsobligations, commitmentscontingent or otherwise, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to (x) repurchase, redeem or otherwise acquire or dispose of any shares of Company Common Stock or other capital stock of the Company, or the capital stock or other equity interests of PL; (y) (other than advances to PL in the ordinary course of business) provide material funds to, or voting securities make any material investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of, PL or any other Person; or (z) make payment of any Shortfall Compensation (as defined in the Common Stock Investment Agreement) to the Investor. The Company contributed 4,651 shares of Company Common Stock to the Company 401(k) Plan in respect of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesplan year ended December 31, 1997.

Capital Structure. The authorized capital stock of the Company consists of as of the date hereof, and will consist of as of the Effective Time, 50,000,000 Class A Shares, 10,000,000 Class B Shares shares of Company Common Stock and 10,000,000 1,000,000 shares of preferred stock, $.01 par value $0.01 per share (the "COMPANY PREFERRED STOCK"), of which 50,000 shares are designated Series A Junior Participating Preferred SharesStock ("JUNIOR PREFERRED STOCK"). The rights, privileges and preferences of the Company Common Stock and Company Preferred Stock are as stated in the Company's Restated Articles of Incorporation. As of December 31the close of business on July 6, 19972001, (i) 3,490,835 Class A Shares 14,859,642 shares of the Company Common Stock and no shares of the Company Preferred Stock were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares 14,380,681 shares of Company Common Stock were held by the Company or by any of the Company's subsidiariesin its treasury, (iviii) 10,500 Class A Shares 2,399,966 shares of Company Common Stock were reserved for issuance pursuant to the upon exercise of currently outstanding Company OptionsStock Options (as defined in Section 5.5), and (viv) 629,150 Class B Shares 50,000 shares of Junior Preferred Stock were reserved for issuance upon exercise of preferred share purchase rights (the "RIGHTS") issued pursuant to the Rights Agreement, dated as of October 17, 1997, as amended, between the Company and The Chase Manhattan Bank, as Rights Agent (the "RIGHTS AGREEMENT"). All issued and outstanding shares of Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPPCommon Stock are, and (vii) no all shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon the exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company areStock Options will be, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable nonassessable, and are not subject to and were not issued in violation of any preemptive rights. Except as set forth on in Section 3.1(c) of the Company Disclosure Schedule 4.3and to the knowledge of the Company, as of the date hereof, there are not no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of the Company. There are no bonds, debentures, notes or other indebtedness or securities of the Company or any of its subsidiaries having the right to vote (or convertible into, into or exchangeable for, for other securities having the right to vote) on any matters on which shareholders the stockholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock (or other equity options to acquire any such shares) of the Company or voting securities any of its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of the Company or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause the Company or any of its subsidiaries to file a registration statement under the Securities Act of 1933, as amended (the "SECURITIES ACT"), or which otherwise relate to the registration of any securities of the type described in the two immediately preceding sentencesCompany.

Capital Structure. (i) The authorized capital stock of the Company consists of 50,000,000 Class A (A) 160,000,000 Shares, 10,000,000 Class B of which 79,165,545 Shares were outstanding as of the close of business on July 9, 2013, and (B) 10,000,000 shares of preferred stock, par value $0.01 0.0001 per share (the "“Preferred Shares"”), of which no Preferred Shares are outstanding. As All of December 31the outstanding Shares have been duly authorized and are validly issued, 1997, (i) 3,490,835 Class A Shares were issued fully paid and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) nonassessable. The Company has no Shares or Preferred Shares reserved for or subject to issuance, except that, as of July 9, 2013, there were held by the Company or by any of 6,158,915 Shares subject to issuance pursuant to the Company's subsidiaries’s 2004 Stock Option, Restricted Stock and Deferred Stock Unit Plan, as amended, the 2009 Employment Inducement Equity Incentive Plan, as amended, and the ESPP, as amended (iv) 10,500 Class collectively, the “Stock Plans”), 160,000 shares of Series A Shares were Junior Participating Preferred Stock reserved for issuance pursuant to the outstanding Tax Benefit Preservation Plan, dated as of August 30, 2011, between the Company Optionsand Mellon Investor Services LLC, as Rights Agent (v) 629,150 Class B the “Rights Agreement”), and 4,761,000 Shares were reserved for subject to issuance pursuant to the Convertible Notes. 4,761,000 Shares is the maximum number of Shares issuable at any time upon conversion of the Convertible Notes. Except for Shares issued in respect of Company Options outstanding prior to July 9, 2013, since July 9, 2013 and through the date of this Agreement, the Company has not issued any Shares or Preferred Shares or reserved for or subjected to issuance any Shares or Preferred Shares pursuant to any Stock Plan, the Rights Agreement, the Convertible Notes or otherwise. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list, as of the date of this Agreement, of Company Options, (vi) 300,000 Class A shares of Company Restricted Stock and Company Stock Units, including the holder, date of grant, term, number of Shares and, where applicable, exercise price and vesting schedule, including whether the vesting will be accelerated by the execution of this Agreement or consummation of the Merger or by termination of employment or change of position following consummation of the Merger and there are no Class B Shares were reserved for issuance other awards granted pursuant to the ESPP, and (vii) no Stock Plans. Each of the outstanding shares of Preferred Stock were capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, reserved for issuance fully paid and nonassessable and owned by the Company or outstandingby a direct or indirect wholly owned Subsidiary of the Company, free and clear of any Encumbrance. Except as set forth above and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, there are no preemptive or on Schedule 4.3other outstanding rights, no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity or voting securities of the Company are issuedor any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, reserved or giving any Person a right to subscribe for issuance or outstandingacquire, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock any securities of the Company areor any of its Subsidiaries, and all no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares which may be issued pursuant to in accordance with the Option Plans willterms of the Stock Plans, when issued, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Encumbrances. The Company does not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not have outstanding any bonds, debentures, notes or other indebtedness or securities obligations (a) the holders of the Company having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which shareholders with the stockholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, on any matter or as set forth on Schedule 4.3, there (b) that are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause required to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of registered under the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesExchange Act.

Capital Structure. The authorized capital stock (a) As of November 13, 2007 (the Company consists of 50,000,000 Class A Shares“Capitalization Date”), 10,000,000 Class B Shares and 10,000,000 (a) 25,674,121 shares of preferred stock, par value $0.01 per share (the "Preferred Shares"). As of December 31, 1997, (i) 3,490,835 Class A Shares RMT Partner Common Stock were issued and outstandingoutstanding (including 297,968 RMT Partner Restricted Shares), (iib) 5,892,756 Class B Shares 7,337,196 shares of RMT Partner Common Stock were issued and outstandingheld in treasury, (iiic) no Shares were held by the Company or by any 2,858,457 shares of the Company's subsidiaries, (iv) 10,500 Class A Shares RMT Partner Common Stock were reserved and available for issuance pursuant to the RMT Partner Stock Plans, of which 1,550,957 shares of RMT Partner Common Stock were subject to outstanding Company RMT Partner Stock Options, (v) 629,150 Class B Shares and 1,307,500 shares were reserved for issuance pursuant subject to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPPRMT Partner SARs, and (viid) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not any bonds, debentures, notes notes, or other indebtedness or securities Indebtedness of the Company RMT Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of Splitco Common Stock may vote (“RMT Partner Voting Debt”) are outstanding. All outstanding shares of RMT Partner Common Stock outstanding as of the Company Capitalization Date are, and all additional shares of RMT Partner Common Stock that may votebe issued prior to the Splitco Merger Effective Time or pursuant to the Splitco Merger in accordance with the terms of this Agreement will be when issued, duly authorized, validly issued, fully paid and nonassessable and 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 DGCL, the articles of incorporation or by-laws or any RMT Partner Material Contract. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above, as of the Capitalization Date, there were no other shares of capital stock issued or outstanding. Except as set forth above, as of the date of this Agreement, there are not any securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its subsidiaries RMT Partner is a party or by which any of them is bound (i) obligating the Company or any of its subsidiaries RMT Partner to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company interests in, or any security convertible or exercisable for or exchangeable into any capital stock of its subsidiaries or other equity interest in, RMT Partner or any RMT Partner Voting Debt, (ii) obligating RMT Partner to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. There undertaking or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of RMT Partner Common Stock or that are no outstanding rights, commitments, agreements, arrangements linked to the value of RMT Partner Common Stock or undertakings the value of any kind obligating the Company RMT Partner or any part thereof, granted under the RMT Partner Stock Plans or otherwise. From the Capitalization Date until the date of its subsidiaries to repurchasethis Agreement, redeem or otherwise acquire or dispose there have been no issuances by RMT Partner of any shares of capital stock of, or other equity or voting securities interests in, RMT Partner, other than the issuance of shares of RMT Partner Common Stock pursuant to the exercise of RMT Partner Stock Options outstanding as of the Company or any of its subsidiaries or any securities of Capitalization Date in accordance with their terms as in effect on the type described in the two immediately preceding sentencesCapitalization Date.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class 200,000,000 common shares, no par value (the “Common Shares”), 200,000,000 Series A Preferred Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stock, no par value $0.01 per share (the "“Series A Preferred Shares"” and together with the Common Shares, the “Units”), 240,000 Series B Convertible Preferred Shares, no par value (the “Series B Convertible Shares”) and 15,000,000 other preferred shares (the “Other Preferred Shares”). As of December 31, 1997On the date hereof, (i) 3,490,835 Class 45,320,278 Common Shares, 45,320,278 Series A Preferred Shares, 240,000 Series B Convertible Shares and no Other Preferred Shares were issued and outstanding, (ii) 5,892,756 Class B Shares 2,708,409 Units were issued available for issuance under the Stock Incentive Plans, and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares 235,047 Units were reserved for issuance pursuant upon exercise of outstanding stock options to purchase Units granted under the outstanding Stock Incentive Plans or otherwise (the “Company Options”). The 240,000 outstanding Series B Convertible Shares are convertible into a total of 2,907,415 Common Shares for a total of 48,227,693 Shares outstanding. Schedule 3.1(c) of the Company Disclosure Letter is a true and complete list, (v) 629,150 Class B Shares were reserved for issuance pursuant as of the date hereof, of all outstanding options under the Stock Incentive Plans, the number of Units subject to each such option, the outstanding Company Optionsexercise price, (vi) 300,000 Class A Shares date of grant and no Class B Shares were reserved for issuance pursuant to the ESPPnames and addresses of holders thereof. On the date of this Agreement, and (vii) except as set forth above in this Section 3.1(c), no shares of Preferred Stock capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except (A) for the Series A Preferred Shares, the Series B Convertible Shares and the Company Options, (B) as set forth on in Schedule 4.33.1(c) to the Company Disclosure Letter, and (C) as otherwise permitted under Section 4.1, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any no outstanding securities, options, stock appreciation rights, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of them such entity is bound bound, obligating the Company or any of its subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock stock, voting securities or other equity or voting securities ownership interests of the Company or of any of its subsidiaries Company Subsidiary or obligating the Company or any of its subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 50,000,000 Class A 250,000,000 Company Common Shares, 10,000,000 Class B of which 72,170,192 Company Common Shares were issued and outstanding as of the close of business on May 1, 2000, and 10,000,000 shares of preferred stockPreference Stock, par value $0.01 .01 per share (the "Preferred Company Preference Shares"). As of December 31, 1997Of the authorized Company Preference Shares, (i) 3,490,835 Class A Shares were 2,500,000 shares have been designated as Cumulative Participating Junior Preferred Stock, of which no shares are issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any outstanding as of the Company's subsidiaries, (iv) 10,500 Class A Shares were date of this Agreement but of which all have been reserved for issuance pursuant to the outstanding Rights Agreement, dated May 1, 1998, between the Company Optionsand The Bank of New York, as rights agent (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP"Rights Agreement"), and (viiii) no 50,000 shares have been designated as Company Money Market Preferred Shares, of Preferred Stock were issued, reserved for issuance or outstanding. Except which 87 shares are issued and outstanding as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise date of this Agreement. All of the outstanding Company OptionsCommon Shares and Company Preference Shares have been duly authorized and validly issued and are fully paid and nonassessable. All As of the date of this Agreement, the Company has no Company Common Shares or Company Preference Shares reserved for or otherwise subject to issuance, except (i) no more than 25,306,605 Company Common Shares subject to issuance pursuant to Company Stock Options outstanding shares as of capital stock the date of this Agreement (and the weighted average exercise price of those Company Stock Options and the plans or agreements pursuant to which those Company Stock Options have been issued (the "Company Stock Plans") are set forth in Section 2.1.2 of the Company areDisclosure Schedule) and (ii) no more than 3,918,900 Company Common Shares subject to issuance upon conversion of the Company's 3% convertible subordinated notes due January 15, 2005 ("Company Convertible Notes"). The Company Stock Options outstanding as of the date of this Agreement (and all identified in Section 2.1.2 of the Company Disclosure Schedule) exercisable for up to 2,200,000 of the Company Common Shares which may be issued referenced in clause (i) of the prior sentence will not vest or become exercisable as a result of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement. From the close of business on May 1, 2000 until the date of this Agreement, the Company has not issued, granted or sold any Company Common Shares other than pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not any bonds, debentures, notes or other indebtedness or securities exercise of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Stock Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 150,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Shares"COMPANY PREFERRED STOCK). As At the close of December 31business on February 25, 1997, 2005 (i) 3,490,835 Class A Shares 56,117,640 shares of Company Common Stock were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares shares of Company Common Stock were held by the Company or by any in its treasury, (iii) 110,913 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options (as defined in Section 7.4) under the Company's subsidiaries1999 Employee Stock Purchase Plan at a weighted average exercise price of $4.6325 per share, (iv) 10,500 Class A Shares 8,004,358 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options under the Company's 1999 Equity Incentive Plan at a weighted average exercise price of $10.5900 per share, (v) 295,000 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options under the Company's 1999 Director Stock Option Plan at a weighted average exercise price of $12.4510 per share, (vi) 1,208,325 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options under the Hightouch Technologies, Inc. 1999 Stock Option Plan at a weighted average exercise price of $5.9861 per share, (vii) 5,896,126 additional shares of Company Common Stock were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, Stock Plans and (viiviii) no shares of Company Preferred Stock were issued. Except as set forth above and except for the shares of Company Common Stock reserved for issuance upon the exercise of the Top-Up Option, at the close of business on the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, There are no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company OptionsSARs (as defined in Section 7.4). All outstanding shares of Company capital stock of the Company are, and all Shares which such shares that may be issued pursuant prior to the Option Plans will, Effective Time will be when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a CONTRACT) to which the Company or any Company Subsidiary is a party or otherwise bound. Except as set forth on Schedule 4.3, there There are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the Company Common Stock may votevote (VOTING COMPANY DEBT). Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above, as of the date of this Agreement, there are not any securities, options, warrants, callsrights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of them is bound (x) obligating the Company or any of its subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any of its subsidiaries Company Subsidiary or any Voting Company Debt, (y) obligating the Company or any of its subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, unit, commitment, agreementContract, arrangement or undertakingundertaking 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 accruing to holders of Company capital stock. There As of the date of this Agreement, there are no not any outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any of its subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or dispose any Company Subsidiary. No person is entitled to registration rights with respect to any shares of capital stock of the Company. Except as contemplated in connection with the execution of this Agreement, there are no stockholder agreements, voting trusts or other agreements, Contracts or understandings to which the Company or any Company Subsidiary is a party or to which it is bound relating to the voting of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesCompany Subsidiary.

Capital Structure. (a) The authorized capital stock of ------------------ the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 200,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.01 1.00 per share (the "Company ------- Authorized Preferred SharesStock" and, together with the Company Common Stock, the -------------------------- "Company Stock"). As At the close of December 31business on November 17, 19971999, (i) 3,490,835 Class A Shares -------------- 18,351,054 shares of Company Common Stock were issued and outstanding, (ii) 5,892,756 Class B Shares 1,097,719 shares of Company Authorized Preferred Stock were issued and outstanding, consisting entirely of shares of Company Preferred Stock, (iii) no Shares 2,837,558 shares of Company Common Stock were held by the Company or by any of the Company's subsidiariesin its treasury, (iv) 10,500 Class A Shares 1,097,719 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Preferred Stock, 1,671,436 shares of Company Common Stock were reserved for issuance pursuant to exercise of outstanding Company Employee Stock Options (as defined in Section 6.04(d)) and 550,564 additional shares of Company Common Stock were reserved for issuance pursuant to the outstanding Company OptionsStock Plans (as defined in Section 6.04(d)), and (v) 629,150 Class B Shares 185,000 shares of Series A Junior Participating Preferred Stock, par value $1.00 per share (the "Junior Preferred Stock"), of the Company were ---------------------- reserved for issuance in connection with the rights (the "Company Rights") -------------- issued pursuant to the outstanding Rights Agreement dated as of August 26, 1999, between the Company Optionsand First Chicago Trust Company of New York, as Rights Agent (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant as amended from time to time, the ESPP"Company Rights Agreement"). Except as ------------------------ set forth above at the close of business on November 17, and (vii) 1999, no shares of Preferred Company Capital Stock or other equity securities or voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, There are no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company OptionsSARs (as defined in Section 6.04) that were not granted in tandem with a related Company Employee Company Stock Option. All outstanding shares of capital stock of the Company Capital Stock are, and all Shares which such shares that may be issued pursuant prior to the Option Plans will, Effective Time will be when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsnonassessable. Except as set forth on Schedule 4.3, there There are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the Company Stock may votevote ("Voting Company Debt"). Other than the Shares, Company Options, Option Plans and the ESPP, or Except as ------------------- set forth on Schedule 4.3above, except pursuant to the ESOP (as defined in Section 3.03(c)), a true and complete copy of which has been previously provided to Parent, and except for the transactions contemplated by this Agreement, there are not any securities, options, warrants, callsrights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts (as defined in Section 3.05(a)), arrangements or undertakings of any kind to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any of its subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any of its subsidiaries Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any of its subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) 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 Company Capital Stock. There As of the date of this Agreement, except as set forth in the Partnership Agreement (as defined in Section 6.12(a)), there are no not any outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any of its subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities Company Subsidiary. The Company has delivered to Parent a complete and correct copy of the type described in the two immediately preceding sentencesCompany Rights Agreement.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 70,000,000 shares of Company Common Stock and 10,000,000 30,000,000 shares of preferred stock, par value $0.01 .01 per share share, of the Company (the "Company Preferred SharesStock"). As At the close of December 31business on February 28, 19972003, (i) 3,490,835 Class A Shares 31,211,967 shares of Company Common Stock and no shares of Company Preferred Stock were issued and outstanding, (ii) 5,892,756 Class B Shares 3,570,121 shares of Company Common Stock were issued and outstandingsubject to issuance upon exercise of outstanding Company Stock Options under the Company Stock Plan at a weighted average exercise price of $2.28 per share, (iii) no Shares 1,928,693 shares of Company Common Stock were held by subject to issuance upon exercise of outstanding warrants at a weighted average exercise price of $3.14 per share (the Company or by any of the Company's subsidiaries"Warrants"), and (iv) 10,500 Class A Shares 3,107,537 additional shares of Company Common Stock were reserved for issuance pursuant to the outstanding Company OptionsStock Plan. In addition, as of February 28, 2003, the aggregate amount of payroll deductions held by the Company for purposes of purchasing Company Common Stock during the current Purchase Period (vas defined in the Company's 1999 Employee Stock Purchase Plan (the "ESPP")) 629,150 Class B Shares were reserved for issuance pursuant to under the outstanding Company OptionsESPP was $3,564.32. Except as set forth above, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to at the ESPPclose of business on the date of this Agreement, and (vii) no shares of Preferred Stock capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities Section 3.02 of the Company are issuedDisclosure Letter sets forth the number of shares of Company Common Stock subject to issuance upon the exercise of, reserved for issuance or outstandingand the per share exercise price with respect to, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the all outstanding Company Stock Options. The per share exercise price of all outstanding Warrants is greater than $0.512. All outstanding shares of Company capital stock of the Company are, and all Shares which such shares that may be issued pursuant prior to the Option Plans will, Effective Time will be when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the Washington Law, the Company Charter, the Company Bylaws or any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a "Contract") to which the Company is a party or otherwise bound. All outstanding shares of capital stock of the Subsidiaries of the Company are owned by the Company or a direct or indirect wholly owned Subsidiary of the Company, free and clear of all liens, charges, encumbrances, claims and options of any nature. Except as set forth on Schedule 4.3above, as of the date of this Agreement, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, convertible or exchangeable securities, units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any a Subsidiary of its subsidiaries the Company is a party or by which any the Company or a Subsidiary of them the Company is bound (x) obligating the Company or any a Subsidiary of its subsidiaries the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or a Subsidiary of the Company or of any of its subsidiaries or (y) obligating the Company or any a Subsidiary of its subsidiaries the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, unit, commitment, agreementContract, arrangement or undertaking. There As of the date of this Agreement, there are no not any outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any a Subsidiary of its subsidiaries the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or dispose a Subsidiary of the Company. Except as contemplated in connection with the execution of this Agreement, there are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or a Subsidiary of the Company is a party or to which it is bound relating to the holding, voting or disposition of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities a Subsidiary of the type described in the two immediately preceding sentencesCompany.