Common use of Capital Stock and Related Matters Clause in Contracts

Capital Stock and Related Matters. As of the date of this Agreement and immediately thereafter, the authorized capital stock of HI shall consist of (a) 147,000 shares of Class A Preferred Stock, all of which is duly authorized and validly issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common Stock, of which 10,990,924 shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid, as of the date of this Agreement, HI shall not have outstanding any stock, investment rights, options, or securities convertible, exercisable, or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock. As of the date of this Agreement, all of the outstanding shares of HI's capital stock shall be validly issued, fully paid, and nonassessable and were issued in compliance with all applicable state and federal securities laws. There are no statutory or contractual stockholder's preemptive rights or rights of first refusal, with respect to the Shares or Underlying Common Stock which have not been effectively waived in writing. HI has not violated any applicable federal or state securities laws in connection with the offer, sale, or issuance of the Shares, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, and issuance of the Shares hereunder do not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3.

Capital Stock and Related Matters. (a) As of the date of this Agreement Initial Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 54,948,353 shares of Class A Preferred Stock, all of which is duly authorized and validly issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common Stock, of which 10,990,924 96,790 shares shall be duly authorized designated as Class A Preferred, and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 96,790 of which shall be reserved for issuance upon conversion to the Purchasers pursuant to SECTIONS 1B(b), 1C(b) AND 1D(b) hereof, and of the Class A Preferred Stockwhich 54,851,563 shares shall be designated as Common Stock (16,031,022 of which shall be issued and outstanding, 2,833,565 24,657,082 of which shall be reserved for issuance upon conversion of all of to the Class B Preferred StockPurchasers pursuant to SECTIONS 1B(b), and 5,154,408 1C(b) AND 1D(b) hereof, 13,176,129 of which shall be reserved for issuance issuances to the Executives pursuant to the Senior Management Agreements and 987,328 of which shall be reserved for issuances upon exercise of outstanding options and warrantsgranted by the Company). Except as aforesaid, as As of the date of this AgreementInitial Closing, HI the Company shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stockstock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the Senior Management Agreements and the Company's Certificate of Incorporation. As of the date Initial Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the Senior Management Agreements and the Company's Certificate of Incorporation. As of the Initial Closing, all of the outstanding shares of HIthe Company's capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (b) There are no statutory or or, to the best of the Company's knowledge, contractual stockholder's stockholders preemptive rights or rights of first refusal, refusal with respect to the Shares issuance of the Stock hereunder or Underlying Common the issuance of the Stock which have not been effectively waived pursuant to SECTIONS 1B(b), 1C(b) AND 1D(b), except as expressly contemplated in writingthe Stockholders Agreement or provided herein . HI Based in part on the investment representations of the Purchasers in SECTION 7C hereof and of the Executives in Section 1(e) of the Senior Management Agreements, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares Stock hereunder and pursuant to SECTIONS 1B(b), 1C(b) AND 1D(b) hereof do not and will not require registration under the Securities Act or any applicable state securities laws. All To the rights, preferences, privileges and restrictions best of the Shares Company's knowledge, there are set forth in no agreements between the Transaction Documents. No equity securities Company's stockholders with respect to the voting or rights transfer of the Company's capital stock or with respect to purchase equity securities provides any other aspect of the Company's affairs, except for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offeringthe Stockholders Agreement, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3the Senior Management Agreements and the Registration Agreement.

Capital Stock and Related Matters. i. As of the date of this Agreement and immediately thereafter, the authorized capital stock of HI shall consist of (a) 147,000 shares of Class A Preferred Stock, all of which is duly authorized and validly issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common Stock, of which 10,990,924 shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid, as of the date of this Agreement, HI shall the authorized capital stock of Telcom consists of (a) 200,000 shares of Class A Common Stock, of which 99,726 shares are issued and outstanding; and (b) 500,000 shares of Class B Common Stock, of which 299,178 shares are issued and outstanding. ii. As of the Closing, Telcom will not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) into any shares of its capital stock or containing any profit participation features, nor shall will it have outstanding any rights rights, warrants, or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stockstock or any stock appreciation rights or phantom stock plans, except as set forth in Section 4C of the Disclosure Letter. As of the date Closing, Telcom will not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of this Agreementits capital stock or any warrants, options, or other rights to acquire its stock, except as set forth on Section 4C of the Disclosure Letter. As of the Closing and immediately thereafter, all of the outstanding shares of HITelcom's capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities lawsnonassessable. iii. There are no statutory or contractual stockholder's preemptive rights or rights of first refusal, agreements among Telcom stockholders with respect to the Shares voting or Underlying Common Stock which have not been effectively waived in writing. HI has not violated any applicable federal or state securities laws in connection with the offer, saletransfer of Telcom's capital stock, or issuance with respect to any other aspect of the SharesTelcom's affairs, and assuming the accuracy of the representations and warranties of the Investor except as set forth in Article 4 hereofSection 4C of the Disclosure Letter. iv. As of the Closing and immediately thereafter (assuming that the transactions contemplated herein have been completed and share issuances have been undertaken in the matter contemplated herein), the offerauthorized and issued capital stock of PCS Holdings will consist of (a) 125,000,000 shares of Class A Common Stock, saleof which no shares shall be issued and outstanding; (b) 75,000,000 shares of Class B common stock, of which 50,000,000 shares shall be issued and issuance outstanding; and (c) 10,000,000 shares of preferred stock, of which no shares shall be issued and outstanding. As of the Shares hereunder do Closing, PCS Holdings will not require registration under the Securities Act have outstanding any stock or securities convertible or exchangeable for any shares of its stock or contain any profit participation features, nor shall it have outstanding any rights, warrants, or options to subscribe for or to purchase its stock or any applicable state stock or securities laws. All the rightsconvertible into or exchangeable for its stock or any stock appreciation rights or phantom stock plans, preferences, privileges and restrictions of the Shares are except as set forth in Section 4C of the Transaction DocumentsDisclosure Letter. No equity securities As of the Closing, PCS Holdings will not be subject to any obligation to repurchase or otherwise acquire or retire any shares of its stock or any warrants, options, or other rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offeringacquire its stock, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3set forth in Section 4C of the Disclosure Letter. As of the Closing and immediately thereafter, all of the outstanding shares of PCS Holdings stock shall be validly issued, fully paid and nonassessable. v. There are no agreements among PCS Holdings stockholders with respect to the voting or transfer of PCS Holdings' capital stock or with respect to any other aspect of PCS Holdings' affairs except as set forth herein or as set forth in Section 4C of the Disclosure Letter. vi. Except as set forth in Section 4C of the Disclosure Letter, Telcom owns all of the issued and outstanding shares of the capital stock of Percom. vii. Percom owns the full record and beneficial interest in the Telcom Shares, free and clear of all pledges, options, liens, security interests and encumbrances of any nature.

Capital Stock and Related Matters. (i) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 5,000,000 shares of Class preferred stock, of which 1,666,667 shares shall be designated as Series A Preferred Stock, all (1,283,785 of which is duly authorized and validly shall be issued and outstanding, (band 382,882 of which shall be reserved for issuance upon the conversion of the Series B Preferred) 200,000 and 382,882 shares of Class shall be designated as Series B Preferred Stock (all of which none will shall be issued and outstanding), and (b) 100,000,000 25,000,000 shares of Common Stock, of which 10,990,924 4,633,000 shares shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which 2,018,182 shares shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all Stock or exercise of the Class B Preferred Stock, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrantsWarrant. Except as aforesaid, as As of the date of this AgreementClosing, HI neither the Company nor any Subsidiary shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans, except for the Preferred Stock and except as set forth on the attached "Capitalization Schedule." The Capitalization Schedule accurately sets forth the following information with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the number of shares covered, the exercise price and the expiration date. As of the date Closing, neither the Company nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of this Agreementits capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule and except pursuant to the Articles of Amendment and the Restated Articles of Incorporation, as amended. As of the Closing, all of the outstanding shares of HIthe Company's capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (ii) There are no statutory or or, to the best of the Company's knowledge, contractual stockholder's stockholders' preemptive rights or rights of first refusal, refusal with respect to the Shares issuance of the Preferred Stock or Underlying the Warrant hereunder or the issuance of the Common Stock which have not been effectively waived in writingupon conversion of the Preferred Stock or upon exercise of the Warrant. HI The Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares Preferred Stock or the Warrant hereunder do not require registration under the Securities Act or any applicable state securities laws. All To the rights, preferences, privileges and restrictions best of the Shares Company's knowledge, there are set forth in no agreements between the Transaction Documents. No equity securities Company's stockholders with respect to the voting or rights transfer of the Company's capital stock or with respect to purchase equity securities provides for acceleration or any other changes in vesting provisions or other terms governing such securities as a result aspect of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3the Company's affairs.

Capital Stock and Related Matters. (i) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 90,000,000 undesignated shares, of which 110,000 shares shall be designated as Class M Redeemable Voting Convertible Preferred Stock (of which 110,000 shall be issued and outstanding), 15,000 shares shall be designated as Class T Preferred Stock, Series A (of which 2,176.875 shall be issued and outstanding), 10,000 shares shall be designated as Class T Preferred Stock, Series B (of which 5,363.214 shall be issued and outstanding), 450,000 shares shall be designated as Senior Exchangeable Preferred Stock (of which 177,046 shall be issued and outstanding), 400,000 shares shall be designated as Junior Exchangeable Preferred Stock (of which 140,000 shall be issued and outstanding), 200,000 shares shall be designated as Series A Junior Participating Preferred Stock (of which none shall be issued and outstanding) and 50,000 shares shall be designated as Series B Junior Participating Preferred Stock (of which none shall be issued and outstanding); (b) 200,000,000 shares of Class A Preferred Stock, all of which is duly authorized and validly issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common Stock, of which 10,990,924 10,879,160 shares shall be duly authorized and validly issued and outstanding (before giving effect to the purchase outstanding, 2,075,472 shares shall be reserved for issuance upon conversion of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which 296,297 shares shall be reserved for issuance upon conversion of the Class A T Preferred Stock, 2,833,565 Series A, 2,348,197 shares shall be reserved under the Company's stock option plans (of which options for 1,218,497 shares of Class A Common Stock shall have been granted) and 188,418 shares shall be reserved for issuance under the Company's Employee Stock Purchase Plan; and (c) 10,000,000 shares of Class B Common Stock, of which 888,543 shares shall be issued and outstanding and 197,531 shares shall be reserved for issuance upon conversion of all of the Class B T Preferred Stock, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid, as Series B. As of the date of this AgreementClosing, HI neither the Company nor any Subsidiary shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it they have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans, except for the Preferred Stock and except as set forth on the attached "CAPITALIZATION SCHEDULE." As of the Closing, neither the Company nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule and except pursuant to the Articles of Incorporation. As of the date of this AgreementClosing, all of the outstanding shares of HIthe Company's capital stock shall be validly issued, fully paidpaid and nonassessable. (ii) Except as set forth on the Capitalization Schedule, and nonassessable and were issued in compliance with all applicable state and federal securities laws. There there are no statutory or or, to the best of the Company's knowledge, contractual stockholder's stockholders preemptive rights or rights of first refusal, refusal with respect to the Shares issuance of the Preferred Stock hereunder or Underlying the issuance of the Class A Common Stock which have not been effectively waived in writingupon conversion of the Preferred Stock. HI The Company has not violated any complied with all applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares Preferred Stock hereunder do not require registration under the Securities Act or any applicable state securities laws. All To the rights, preferences, privileges and restrictions best of the Shares Company's knowledge, there are set forth in no agreements between the Transaction Documents. No equity securities Company's stockholders with respect to the voting or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result transfer of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3the Company's capital stock.

Capital Stock and Related Matters. i. As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 413,965 shares of Class A Series I Preferred Stock, all of which is duly authorized and validly shall be issued and outstanding, (b) 200,000 336,021 shares of Class Series II Preferred all of which shall be issued and outstanding, (c) 215,000 shares of Series III Preferred of which 200,032 shares shall be issued and outstanding, (d) 2,884,598 shares of Series A Preferred all of which shall be issued and outstanding, (e) 4,000,000 shares of Series B Preferred Stock of which none will [3,033,878] shall be issued and outstanding, and the remainder of which shall be reserved for future issuances of Series B Preferred, and (bf) 100,000,000 15,000,000 shares of Common Stock, of which 10,990,924 4,097,171 shares shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock)outstanding, 11,790,324 of which 7,849,584 shares shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, Stock and 5,154,408 of which 950,266 shares shall be reserved for issuance upon exercise of outstanding options and warrantsall other Equity Equivalents. Except as aforesaid, as All of the date issued and outstanding shares of this Agreementthe Company's capital stock have been duly authorized, HI are validly issued, fully paid, and nonassessable, and are not subject to, nor were they issued in violation of, any preemptive rights or rights of first refusal. As of the First Closing, neither the Company nor any Subsidiary shall not have outstanding any stock, investment rights, options, or securities convertible, exercisable, or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation featuresEquity Equivalents, nor shall it the Company or any Subsidiary have outstanding any rights or options to subscribe for or to purchase its capital stock or Equity Equivalents or any oral or written agreement related thereto, except for the Preferred Stock and except as set forth on the attached "CAPITALIZATION SCHEDULE." The CAPITALIZATION SCHEDULE accurately sets forth the following information with respect to all outstanding Capital Stock and Equity Equivalents: the holder thereof; the class of series and number of shares or Equity Equivalents owned; and in the case of Equity Equivalents, the class or series and number of shares of capital stock (or securities convertible into equivalent) obtainable upon exercise thereof, the exercise price (or exchangeable for its capital stockequivalent) thereof, and the expiration date thereof. As of the date of this AgreementFirst Closing, all of neither the outstanding Company nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of HI's its capital stock shall be validly issuedor any Equity Equivalents, fully paid, except as set forth on the CAPITALIZATION SCHEDULE and nonassessable and were issued in compliance with all applicable state and federal securities lawsexcept pursuant to the Certificate of Incorporation. ii. There are no statutory or or, to the best of the Company's knowledge, contractual stockholder's stockholders preemptive rights or rights, rights of refusal or first refusaloffer or similar rights, or anti-dilution rights with respect to the Shares issuance of the Series B Preferred hereunder or Underlying the issuance of the Common Stock which upon the conversion of the Preferred Stock that have not been effectively waived in writingprior to the First Closing. HI The Company has not violated any applicable U.S. federal or state corporate or securities laws in connection with the offer, sale, sale or issuance of any of its capital stock, and, based on the Shares, and assuming the accuracy representations of the representations and warranties of the Investor Purchasers set forth in Article 4 hereofSECTION 7D, the offer, sale, sale and issuance of the Shares Series B Preferred hereunder do not require registration under the Securities Act or any applicable state securities laws. All To the rights, preferences, privileges and restrictions best of the Shares Company's knowledge, there are no agreements between the Company's stockholders with respect to the voting or transfer of the Company's capital stock or with respect to any other aspect of the Company's affairs, except as set forth in on the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3CAPITALIZATION SCHEDULE.

Capital Stock and Related Matters. (i) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI Premier shall consist of (ai) 147,000 twenty million (20,000,000) shares of Class A Preferred Stockpreferred stock, all par value $.10 per share, of which is duly authorized zero (0) shares shall be issued and validly outstanding and (ii) eight hundred fifty million (850,000,000) shares of common stock, par value $.002 per share (referred to herein as Premier's common stock), of which one million seven hundred seventy-five thousand twenty-five (1,775,025) shares shall be issued and outstanding, and the Stock shall constitute nineteen and nine tenths percent (b19.9%) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common Stock, of which 10,990,924 shall be duly authorized and validly the then issued and outstanding (before giving effect to shares of Premier's common stock. Upon the purchase of the Shares and the remainder of the Class B Preferred Stock)Closing, 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred outstanding shares of the Company's capital stock (including the Stock, and 5,154,408 of which ) shall be reserved validly issued, fully paid and nonassessable. (ii) Except for issuance upon exercise Premier's Class A Warrants, Incentive Stock Options, Non-Plan Options (referred to in (iii) below) and agreements to issue no more than twenty-five thousand (25,000) shares of outstanding options and warrants. Except as aforesaidcommon stock, as of the date of this AgreementClosing, HI (a) Premier shall not have outstanding any stock, investment rights, options, debt instrument or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor (b) Premier shall it not have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock. , (c) there shall be no anti-dilution or registration rights to which any holder of securities of Premier is entitled and (d) Premier shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock. (iii) As of the date Closing and immediately thereafter (including after giving effect to the Incentive Stock Options under the Executive Employment Agreements (defined on Exhibit A), the number of this Agreementshares of common stock underlying the Class A Warrants shall be 1,858,334, all under the Incentive Stock Options shall be 350,000 and under the Non-Plan Options shall be 37,000, and the average exercise price of the outstanding shares of HI's capital stock Incentive Stock Options and the Non-Plan Options shall be validly issued, fully paid, and nonassessable and were issued in compliance with all applicable state and federal securities laws. not exceed $2.05. (iv) There are no statutory or contractual stockholder's shareholders preemptive rights or rights of first refusal, refusal or similar rights with respect to Premier's issuance and sale of the Shares Stock hereunder or Underlying Common the issuance of common stock upon exercise or conversion of the warrants and convertible preferred stock to be issued pursuant to this Agreement, the Management Services Agreement and the Second Stock which have not been effectively waived in writing. HI Purchase Agreement. (v) Premier has not violated violated, and has fully complied with, any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock (including, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereofwithout limitation, the offerStock). To the best of Premier's knowledge, salethere are no agreements between its shareholders with respect to the voting or transfer of Premier's capital stock or with respect to any other aspect of its affairs. (vi) Premier has not granted any appreciation rights, and issuance phantom rights or other rights or interests having profit participation or other equity features or providing economic incentives or benefits based upon the income or other measure of the Shares hereunder do not require registration under the Securities Act performance of Premier or any applicable state securities laws. All the rightsdistribution on, preferences, privileges and restrictions transaction involving or valuation of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result any capital stock of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3Premier.

Capital Stock and Related Matters. (a) As of the date First Closing (except as set forth below with respect to the Series C Preferred as of this Agreement the First Closing and the Second Closing, and immediately thereafter, the authorized capital stock of HI the Issuer shall consist of (a) 147,000 25,000,000 shares of Class A Preferred Stockpreferred stock, all of which is duly authorized and validly (i) 4,500,000 shares have been designated as Series A Cumulative Convertible Preferred Stock (none of which shall be issued and outstandingoutstanding as of each Closing) and (ii) 10,000,000 shares shall be designated as Series B Convertible Preferred Stock (2,806,796 of which shall be issued and outstanding as of each Closing) and (iii) 5,000,000 shares have been designated as Series C Convertible Preferred Stock (2,000,000 of which shall be issued and outstanding as of each Closing and the remainder of which shall be reserved for issuance upon exercising the Series C Warrants), (biv) 200,000 shares of Class B 4,500,000 shall be designated as Series D Convertible Preferred Stock (none of which none will shall be outstandingissued and outstanding as of the First Closing and up to 1,533,333 of which shall be issued and outstanding as of the Second Closing after giving effect to the Closings (including Series D Shares reserved for conversion of a Convertible Bridge Notes dated January 4, 2001 and pursuant to exercise of the Bridge Warrant and (b) 100,000,000 75,000,000 shares of Common Stock, of which 10,990,924 (i) 16,646,399 shares shall be duly authorized and validly issued and outstanding as of each Closing, (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which ii) 10,000,000 shares shall be reserved for issuance upon conversion of the Class A Preferred StockSeries B Shares, 2,833,565 of which (iii) 5,000,000 shares shall be reserved for issuance upon conversion of all of the Class B Preferred StockSeries C Shares, and 5,154,408 of which (iv) 11,391,929 shares shall be reserved for issuance upon exercise of outstanding options stock options, warrants (including the Common Warrants but excluding the securities described in clause (v) below) and warrants. Except as aforesaidconvertible securities, as (v) certain of the date remaining shares are reserved for issuance upon the exercise of this Agreementwarrants issued to Bayview Capital Partners L.P., HI the Convertible Subordinated Promissory Note issued to CEX Holdings, Inc, and the 9% Convertible Subordinated Promissory Note issued to J. Iver & Company, (vi) the issuance of shares of Common Stock to Jack D. Ashabranner II (or a trust solely for his benefit) ix xxxxxxx xx x xxxxx-xpproved settlement of his claim against Corporate Express Delivery Systems, Inc. solely to meet any shortfall in the market value between the 600,000 shares of Common Stock that have been issued for the benefit of Mr. Ashabranner in respect of such settlement and the sum of $000,000, xxxxuant to the terms of such settlement. As of each Closing, neither the Issuer nor any Subsidiary shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stockstock or any stock appreciation rights or phantom stock plans ("Common Stock Equivalents"), except for the Series B Shares, the Series C Shares, the Series D Shares and the Warrants and except as set forth on Schedule 3.02 (a). Schedule 3.02 (a) accurately sets forth the following information with respect to all outstanding Common Stock Equivalents: the holder, the number of shares covered, the exercise price and the expiration date. As of each Closing, neither the date Issuer nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of this Agreementits capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on Schedule 3.02 (a) and except pursuant to the Certificate of Designation. As of each Closing, all of the outstanding shares of HIthe Issuer's capital stock shall be validly issued, fully paidpaid and nonassessable. (b) Except as set forth on Schedule 3.02 (b) hereto, and nonassessable and were issued in compliance with all applicable state and federal securities laws. There there are no statutory or contractual stockholder's stockholders' preemptive rights or rights of first refusal, refusal with respect to the Shares issuance of the Securities hereunder or Underlying the issuance of the Common Stock which have not been effectively waived in writingupon conversion of the Securities. HI Except as set forth on Schedule 3.02 (b) hereto, the Issuer has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of any of its capital stock. There are no agreements between the Shares, Issuer and assuming the accuracy any of the representations and warranties Issuer's stockholders with respect to the voting or transfer of the Investor set forth in Article 4 hereof, the offer, sale, and issuance of the Shares hereunder do not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3Issuer's capital stock.

Capital Stock and Related Matters. (i) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI ATS shall consist of (a) 147,000 25,000,000 shares of Class A Preferred Stock, all of which is duly authorized and validly issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of ATS Common Stock, of which 10,990,924 8,623,587 shares shall be duly issued and outstanding, 3,111,111 shares shall be issued as the Additional Shares and 950,000 shares shall be reserved for issuance upon exercise of the Warrant. As of the Closing and immediately thereafter, the authorized and validly capital stock of STS shall consist of 35,000,000 shares of STS Common Stock, of which 4,500,000 shares shall be issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which 25,500,000 shares shall be reserved for issuance upon conversion of the Class A Preferred StockNotes, 2,833,565 and 100,000 shares of preferred stock, none of which shall be reserved for issuance upon conversion of all issued and outstanding. As of the Class B Preferred StockClosing, and 5,154,408 of which neither ATS nor STS nor any Subsidiary shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid, as of the date of this Agreement, HI shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stockstock or any stock appreciation rights or phantom stock plans, except for the Note and the Warrant and as set forth on the attached Capitalization Schedule. As of the date Closing, neither ATS nor STS nor any ----------------------- Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of this Agreementits capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule. As of the Closing, all ----------------------- of the outstanding shares of HIATS's and STS's capital stock (including, without limitation, the Additional Shares) shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (ii) There are no statutory or or, to the best of ATS's and STS's knowledge, contractual stockholder's stockholders preemptive rights or rights of first refusal, refusal with respect to the Shares issuance of the Notes or Underlying the Warrant hereunder or the issuance of the ATS Common Stock which have not been effectively waived in writingor STS Common Stock upon conversion of the Notes or upon exercise of the Warrant, respectively. HI Neither ATS nor STS has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares Note or the Warrant hereunder do not require registration under the Securities Act or any applicable state securities laws. All To the rightsbest of ATS's and STS's knowledge, preferencesthere are no agreements between their stockholders with respect to the voting or transfer of their capital stock or with respect to any other aspect of their affairs, privileges except for the Registration Agreement and restrictions of the Shares are as set forth in on the Transaction DocumentsCapitalization Schedule. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3.-----------------------

Capital Stock and Related Matters. (i) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 101,300,000 shares of Class A Preferred Stock, all of which is duly authorized and validly issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common Stock, of which 10,990,924 300,000 shares shall be duly authorized and validly designated as Preferred Stock (240,479.70 of which shall be issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 59,520.30 of which shall be reserved for issuance upon conversion pursuant to SECTION 1B(ii)), and of the which 100,000,000 shares shall be designated as Class A Preferred StockCommon Stock (99,000,000 of which shall be issued and outstanding, 2,833,565 and 1,000,000 of which shall be reserved for issuance issuances upon the conversion of all of the Class B Preferred StockCommon), and 5,154,408 of which 1,000,000 shares shall be designated as Class B Common Stock and which shall be reserved for issuance upon exercise of outstanding options and warrantsissuances pursuant to the Option Plan. Except as aforesaid, as As of the date of this AgreementClosing, HI the Company shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stockstock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement. As of the date Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this AgreementAgreement and the Company's Certificate of Incorporation. As of the Closing, all of the outstanding shares of HIthe Company's capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (ii) There are no statutory or or, to the best of the Company's knowledge, contractual stockholder's stockholders preemptive rights or rights of first refusal, refusal with respect to the Shares issuance of the Stock hereunder or Underlying Common the issuance of the Stock which have not been effectively waived pursuant to SECTION 1B, except as expressly contemplated in writingthe Stockholders Agreement or provided herein. HI Based in part on the investment representations of the Purchaser in SECTION 7C hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares Stock hereunder and pursuant to SECTION 1B hereof do not and will not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3.

Capital Stock and Related Matters. (a) As of the date of this Agreement Closing and immediately thereafterafter giving effect to the transactions contemplated hereby, the authorized capital stock of HI the Company shall consist of (ai) 147,000 shares of Class A Preferred Stock, all of which is duly authorized and validly issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 15,000,000 shares of Common Stock, of which 10,990,924 shall be duly authorized and validly 3,650,501 shares are issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock)outstanding, 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which shall be 854,259 shares are reserved for issuance upon exercise of outstanding Warrants, 154,079 shares are reserved for issuance upon exercise of options and warrants. Except as aforesaidother rights to acquire the Company's capital stock and 585,143 shares are held in the Company's treasury, as of the date of this Agreement, HI shall not have outstanding any stock, investment rights, options, or securities convertible, exercisable, or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transferii) any 52,500 shares of its capital stock or containing any profit participation featuresSeries A Preferred, nor all of which shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stockbe issued and outstanding, (iii) 7,000 shares of Series B Preferred, all of which shall be issued and outstanding, and (iv) 6,250 shares of Series C Preferred, all of which shall be issued and outstanding. As of the date of this AgreementClosing, all of the outstanding shares of HIthe Company's capital stock Common Stock, Series A Preferred, Series B Preferred and Series C Preferred shall be validly issued, fully paidpaid and nonassessable. (b) As of the Closing, and nonassessable except as set forth on the attached Capitalization Schedule, the Company shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and were issued in compliance with all applicable state shall not be subject to any obligation (contingent or otherwise) to repurchase, redeem or otherwise acquire or retire any of its Stock, except pursuant to the Stockholders Agreement and federal securities laws. the Warrants. (c) There are no statutory or contractual stockholder's stockholders' preemptive rights or rights of first refusal, offer or refusal with respect to the Shares or Underlying issuance of the Common Stock which have not been effectively waived hereunder or with respect to any other issuance of Stock of the Company, except as provided in writingthe Stockholders Agreement. HI The Company has not violated any applicable federal or state securities laws Securities Laws in connection with the offer, sale, sale or issuance of the Shares, any of its Stock; and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares Common Stock hereunder do does not and will not require registration under the Securities Act or any applicable state securities lawsSecurities Laws. All There are no proxies or agreements among the rights, preferences, privileges and restrictions stockholders of the Shares are set forth in Company with respect to the Transaction Documents. No equity securities voting or rights transfer of the Stock or with respect to purchase equity securities provides for acceleration or any other changes in vesting provisions or other terms governing such securities as a result aspect of a Public OfferingCompany's affairs, mergerexcept this Agreement, consolidationthe First Purchase Agreement, change of control or sale of assets except as described on Schedule 5.3the Stockholders Agreement and the Registration Agreement.

Capital Stock and Related Matters. (a) As of the date First Closing (except as set forth below with respect to the Series C Preferred as of this Agreement the First Closing and the Second Closing, and immediately thereafter, the authorized capital stock of HI the Issuer shall consist of (a) 147,000 25,000,000 shares of Class A Preferred Stockpreferred stock, all of which is duly authorized and validly (i) 4,500,000 shares have been designated as Series A Cumulative Convertible Preferred Stock (none of which shall be issued and outstandingoutstanding as of each Closing) and (ii) 10,000,000 shares shall be designated as Series B Convertible Preferred Stock (2,806,796 of which shall be issued and outstanding as of each Closing) and (iii) 5,000,000 shares shall be designated as Series C Convertible Preferred Stock (833,333 of which shall be issued and outstanding as of the First Closing and 2,000,000 of which shall be issued and outstanding as of the Second Closing and the remainder of which shall be reserved for issuance upon exercising the Series C Warrants), (bc) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 75,000,000 shares of Common Stock, of which 10,990,924 (i) 16,622,029 shares shall be duly authorized and validly issued and outstanding as of each Closing, (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which ii) 10,000,000 shares shall be reserved for issuance upon conversion of the Class A Preferred StockSeries B Shares, 2,833,565 of which (iii) 5,000,000 shares shall be reserved for issuance upon conversion of all of the Class B Preferred StockSeries C Shares, and 5,154,408 of which (iv) 8,462,440 shares shall be reserved for issuance upon exercise of outstanding options stock options, warrants (including the Common Warrants but excluding the securities described in clause (v) below) and warrants. Except as aforesaid, as convertible securities and (v) certain of the date remaining shares are reserved for issuance upon the exercise the warrants issued to Bayview Capital Partners L.P., the Convertible Subordinated Promissory Note issued to CEX Holdings, Inc, and the 9% Convertible Subordinated Promissory Note issued to J. Iver & Company. As of this Agreementeach Closing, HI neither the Issuer nor any Subsidiary shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stockstock or any stock appreciation rights or phantom stock plans ("Common Stock Equivalents"), except for the Series B Shares, the Series C Shares, the Preferred Warrants (until the Second Closing) and the Warrants and except as set forth on the attached Capitalization Schedule (a). Capitalization Schedule (a) accurately sets forth the following information with respect to all outstanding Common Stock Equivalents: the holder, the number of shares covered, the exercise price and the expiration date. As of each Closing, neither the date Issuer nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of this Agreementits capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule (a) and except pursuant to the Certificate of Designation. As of each Closing, all of the outstanding shares of HIthe Issuer's capital stock shall be validly issued, fully paidpaid and nonassessable. (b) Except as set forth on Capitalization Schedule (b) hereto, and nonassessable and were issued in compliance with all applicable state and federal securities laws. There there are no statutory or contractual stockholder's stockholders' preemptive rights or rights of first refusal, refusal with respect to the Shares issuance of the Securities hereunder or Underlying the issuance of the Common Stock which have not been effectively waived in writingupon conversion of the Securities. HI Except as set forth on Capitalization Schedule (b) hereto, the Issuer has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of any of its capital stock. There are no agreements between the Shares, Issuer and assuming the accuracy any of the representations and warranties Issuer's stockholders with respect to the voting or transfer of the Investor set forth in Article 4 hereof, the offer, sale, and issuance of the Shares hereunder do not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3Issuer's capital stock.

Capital Stock and Related Matters. 4.2.1 As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of of: (a) 147,000 10,000,000 shares of Class A Preferred Stockpreferred stock, all (i) of which is duly authorized and validly 500,000 shares shall be designated as Series A Preferred, none of which shall be issued and outstanding, (ii) of which 1,458,335 shares shall be designated as Series B Preferred, none of which shall be issued and outstanding, (iii) of which 30,000 shares shall be designated as Series C Convertible Preferred Stock, of which 17,358.824 shares shall be issued and outstanding, (iv) of which 32,000 shares shall be designated as Series D Convertible Preferred Stock, of which (a) 5,498.319 shares shall be issued and outstanding and (b) 200,000 17,358.824 shares shall be reserved for future issuance upon conversion of Class B the Series C Convertible Preferred Stock, (v) of which 15,000 shares shall be reserved for future issuance under the Warrant Agreement and (vi) of which 105,000 shares shall be reserved for future issuance pursuant to the Preferred Stock of which none will be outstanding, and Purchase Agreement; and (b) 100,000,000 shares of Common Stock, of which 10,990,924 17,710,189 shares shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock)outstanding, 11,790,324 of which 9,142,858 shares shall be reserved for issuance upon conversion of the Class A Company's Series D Convertible Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, Stock and 5,154,408 of which 4,689,599 shares shall be reserved for issuance upon exercise of outstanding options and warrants. Except warrants to purchase Common Stock as aforesaid, as set forth on the attached "Capitalization Schedule." ----------------------- (c) As of the date of this AgreementClosing, HI neither the Company nor any Subsidiary shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans, except for the Convertible Preferred Stock, the Warrants and except as set forth on the attached "Capitalization Schedule." ----------------------- The Capitalization Schedule accurately sets forth the following information with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the type of security, the number of shares covered, the exercise price and the expiration date. As of the date Closing, neither the Company nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of this Agreementits capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule and except pursuant to the Certificates of Designation. As of the Closing, all of the outstanding shares of HIthe Company's capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. 4.2.2 There are no statutory or or, to the best of the Company's knowledge, contractual stockholder's stockholders preemptive rights or rights of first refusal, refusal with respect to the issuance of the Warrant Shares, the Warrants, or the Purchased Preferred or the issuance of the Common Stock issuable upon conversion of the Warrant Shares or Underlying Common Stock which have not been effectively waived in writingthe Purchase Preferred or upon exercise of the Warrants. HI The Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares hereunder Warrants and the Purchased Preferred do not require registration under the Securities Act or any applicable state securities laws. All To the rights, preferences, privileges and restrictions best of the Shares Company's knowledge, there are no agreements between the Company's stockholders with respect to the voting or transfer of the Company's capital stock or with respect to any other aspect of the Company's affairs, except as set forth in on the Transaction DocumentsCapitalization Schedule. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3.-----------------------

Capital Stock and Related Matters. (i) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 500,000 shares of preferred stock, of which 60,000 shares shall be designated as Class A Preferred Stock, (of which 30,000 shares shall be issued and outstanding and 30,000 shares shall be reserved for issuance upon conversion of the Class B Preferred) and 30,000 shares shall be designated as Class B Preferred (all of which is duly authorized and validly shall be issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 5,264,000 shares of Common Stock, of which 10,990,924 5,000,000 shares shall be duly authorized and validly designated as Class A Common (of which 800,714 shares shall be issued and outstanding and held beneficially and of record by the Persons (before giving effect to and in the purchase amounts) set forth on the attached Capitalization Schedule, 480,000 ----------------------- shares shall be reserved for issuance upon conversion of the Shares Class A Preferred, 24,000 shares shall be reserved for issuance upon exercise of the Class A Warrant, and 264,000 shares shall be reserved for issuance upon conversion of the remainder Class B Common issued upon conversion of the Class B Preferred Stock)and exercise of the Class B Warrant) and of which 264,000 shares shall be designated as Class B Common (none of which shares shall be issued and outstanding, 11,790,324 240,000 shares of which shall be reserved for issuance upon conversion of the Class A B Preferred Stock, 2,833,565 and 24,000 shares of which shall be reserved for issuance upon conversion of all the exercise of the Class B Preferred Stock, Warrant) and 5,154,408 of which 9,200 shares shall be reserved for issuance upon the exercise of outstanding options and warrantscertain common stock warrants issued pursuant to the Private Placement Memorandum. Except as aforesaid, as As of the date of this AgreementClosing, HI neither the Company nor any Subsidiary shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans, except for the Preferred Stock, the Class B Common and the Warrants and except as set forth on the attached Capitalization Schedule. The attached ----------------------- Capitalization Schedule accurately sets forth the following information with ----------------------- respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the number of shares covered, the exercise price and the expiration date. As of the date of this AgreementClosing, all of neither the outstanding Company nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of HI's its capital stock shall be validly issuedor any warrants, fully paidoptions or other rights to acquire its capital stock, except as set forth on the attached Capitalization Schedule and nonassessable and were issued in compliance with all applicable state and federal securities laws. There are no statutory or contractual stockholder's preemptive rights or rights of first refusal, with respect except pursuant to the Shares or Underlying Common Stock which have not been effectively waived in writing. HI has not violated any applicable federal or state securities laws in connection with Certificate of ----------------------- Designation and the offer, sale, or issuance of the Shares, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, and issuance of the Shares hereunder do not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3.Stockholders

Capital Stock and Related Matters. As of the date of Closing Date and after giving effect to the transactions contemplated in this Agreement and immediately thereafterAgreement, (i) the Company's authorized capital stock of HI shall will consist of (a) 147,000 shares of Class A Preferred Stock, all of which is duly authorized and validly issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 3,500,000 shares of Common Stock, par value $.0l per share, of which 10,990,924 shall 823,982 shares will be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which shall outstanding; 1,000,000 shares will be reserved for issuance upon exercise of the Warrants; and 838,888 shares will be issuable upon exercise of outstanding options Common Stock warrants; (b) 1,100,000 shares of Cumulative Convertible Preferred Stock, par value $.0l per share, of which 1,020,000 shares will be issued and outstanding; 54,931 shares will be issuable upon exercise of outstanding Cumulative Convertible Preferred Stock warrants. Except as aforesaid; and all issued and outstanding shares shall have been duly and validly issued, as fully paid and non-assessable; (ii) the Warrants, if exercised in full, would represent approximately 27% of the date Company's outstanding Common Stock on a fully diluted basis; (iii) no shares of this Agreement, HI shall not Common Stock will be owned or held by or for the account of the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries will have outstanding any stock, investment rights, options, stock or other securities convertible, exercisable, convertible into or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation featuresstock, nor shall it have outstanding any rights or options to subscribe for or to purchase its or, options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock stock, or any stock or securities convertible into or exchangeable for its capital stock. As of the date of this Agreement, all of the outstanding shares of HI's any capital stock shall be validly issued, fully paid, and nonassessable and were issued in compliance with all applicable state and federal securities laws. There are no statutory or contractual stockholder's preemptive rights or rights of first refusal, with respect to the Shares or Underlying Common Stock which have not been effectively waived in writing(other than the Notes and the Warrants and except as set forth on Schedule 11C hereto); (v) except as contemplated hereby neither the Company nor any of its Subsidiaries will be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of capital stock; and (vi) the Company will not have filed or be required to file, pursuant to Section 12 of the 1934 Act a registration statement relating to any class of debt or equity securities. HI has not violated Except as contemplated by this Agreement and as disclosed by the Company on Schedule 11C, there are no agreements, written or oral, between the Company and any applicable federal or state securities laws in connection with the offer, saleholder of its capital stock, or issuance to the best knowledge of the SharesCompany, and assuming the accuracy among any holder of its capital stock relating to ownership or voting of the representations and warranties capital stock of the Investor Company. 11D. Actions Pending. Except as set forth in Article 4 hereofSchedule 11D, there is no action, suit, investigation or proceeding pending or, to the offer, sale, and issuance knowledge of the Shares hereunder do not require registration under Company, threatened against the Securities Act Company or any applicable state securities laws. All the of its Subsidiaries or any of their properties or rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities by or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3.before any court,

Capital Stock and Related Matters. (i) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI shall consist the Company consists of (a) 147,000 300,000 shares of Class A Preferred Common Stock, all of which is duly authorized and validly 203,963.007 shares are issued and outstanding, (b) 200,000 350,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common Stock, of which 10,990,924 shall be duly authorized and validly 62,288.471 shares are issued and outstanding (before giving effect to the purchase of the Shares outstanding, and the remainder of the Class B Preferred Stock), 11,790,324 of which shall 1,961 shares will be reserved for issuance upon conversion to employees, officers and directors of the Company not affiliated with GTCR, and (c) 350,000 shares of Class A Preferred Stock, 2,833,565 C Common Stock of which shall be reserved for issuance upon conversion of all 4,802.5 shares are issued and outstanding. As of the Class B Preferred StockClosing, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid, as of the date of this Agreement, HI shall Company will not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation featuresstock, nor shall will it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock. As of the date Closing, the Company will not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock, except pursuant to its Charter, this Agreement, the Stockholders Agreement and the Executive Agreements. As of the Closing, all of the outstanding shares of HIthe Company's capital stock shall will be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (ii) There are no statutory or contractual stockholder's stockholders preemptive rights or rights of first refusal, with respect to the Shares or Underlying Common issuance of the GMB Stock which have not been effectively waived hereunder. Based in writing. HI part on the investment representations of the Purchaser in Section 8C, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Shares, GMB Stock hereunder and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares GMB Stock hereunder do not require registration under the Securities Act or any applicable state securities laws. All To the rights, preferences, privileges and restrictions best of the Shares Company's knowledge, there are set forth in no agreements among the Transaction Documents. No equity securities Company's stockholders with respect to the voting or rights transfer of the Company's capital stock or with respect to purchase equity securities provides for acceleration or any other changes in vesting provisions or aspect of the Company's affairs other terms governing such securities as a result of a Public Offeringthan the Xxxxxxx Credit Agreement, mergerEquity Purchase Agreement, consolidationthe JNL Purchase Agreement, change of control or sale of assets except as described on Schedule 5.3the Registration Agreement, the Executive Agreements and the Stockholders Agreement.

Capital Stock and Related Matters. (1) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 132,000 shares of Class Series A Preferred StockPreferred, all of which is duly authorized and validly 132,000 Shares shall be issued and outstanding, (b) 200,000 shares 326,833 Shares of Class Series B Preferred Stock Preferred, of which none will [272,221] shall be issued and outstanding, and (bc) 100,000,000 10,000,000 shares of Common Stock, of which 10,990,924 1,050,000 shares shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock)outstanding, 11,790,324 of which 132,000 shares shall be reserved for issuance upon conversion of the Class outstanding Series A Preferred StockPreferred, 2,833,565 of which 326,833 shall be reserved for issuance upon conversion of all of the Class Series B Preferred Stockto be issued upon closing, and 5,154,408 of which 192,000 shall be reserved for issuance upon exercise of outstanding the Warrants, 13,000 shall be reserved for issuance upon exercise of options and warrants. Except as aforesaid, as granted to members of the date Board of this AgreementDirectors and [150,000 or 182,000] shall be reserved for issuance pursuant to the terms of the Option Plan. None of the previous issuances of the Series A Preferred, HI Common Stock, Warrants or any other outstanding security of the Company have been in violation of any preemptive right or similar right of first refusal. (2) As of the Closing, the Company shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans, except for the Series A Preferred, the Series B Preferred and the Warrants and except as set forth on the attached "CAPITALIZATION SCHEDULE." The Capitalization Schedule accurately sets forth the following with respect to all outstanding shares of the Company's capital stock: name of the holder and number of shares of each class of capital stock held. The fact that the Purchasers are aware of the Company's agreement with Xxxxxxx Xxxxx, a copy of which is attached as Exhibit E, shall in no way affect the Purchaser's entitlement to rely on the representations in this Paragraph 6(B)(1). The Capitalization Schedule accurately sets forth the following with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the number of shares covered, the exercise price, the grant date and the expiration date. (3) As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule and except pursuant to the Amended and Restated Articles of Incorporation. As of the date of this AgreementClosing, all of the outstanding shares of HIthe Company's capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (4) There are no statutory or contractual stockholder's Shareholders' preemptive rights or rights of first refusal, refusal with respect to the Shares issuance of the Series B Preferred hereunder or Underlying the issuance of the Common Stock upon conversion of the Series B Preferred, except for First Refusal Rights held by Series A Holders under the Series A Purchase Agreement, which rights have not all been effectively waived in writingduly and validly waived. HI The Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and and, assuming the accuracy truth of the Purchasers' representations and warranties of the Investor set forth in Article 4 Section 7.C hereof, the offer, sale, sale and issuance of the Shares hereunder do does not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except Except as described on the Affiliate Transactions Schedule 5.3(as defined in Section 6.T), there are no agreements between the Company and any of its Shareholders or, to the Company's knowledge between the Company's Shareholders with respect to the voting or transfer of the Company's capital stock or with respect to any other aspect of the Company's affairs, except for the Registration Agreement, the Shareholders Agreement and this Agreement.

Capital Stock and Related Matters. As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 500,000 shares of preferred stock, of which 18,125 shares shall be designated as Class A Preferred (all of which shall be issued and outstanding), (b) 9,000,000 shares of Class A Preferred Stock, all of which is duly authorized and validly issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common StockCommon, of which 10,990,924 110,410 shares shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which 33,340 shares shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all exchange of the Class B Preferred Stock, Common issued hereunder and 5,154,408 issuable upon exchange of which the Warrants and 1,250 shares shall be reserved for issuance upon exercise of the Warrants, (c) 500,000 shares of Class B Common, of which 27,090 shares shall be issued and outstanding options and warrants5,000 shares shall be reserved for issuance upon exercise of the Warrants. Except as aforesaid, set forth on the "Capitalization Schedule," as of the date of this AgreementClosing, HI neither the Company nor any Subsidiary shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stockstock or any stock appreciation rights or phantom stock plans, except for the Class B Common and the Warrants. As of the date Closing, neither the Company nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the Certificate of Incorporation, the Executive Stock Agreements and the Borrowing Agreement. As of the Closing, all of the outstanding shares of HIthe Company's capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. There are no statutory or contractual stockholder's preemptive rights or rights of first refusal, with respect to the Shares or Underlying Common Stock which have not been effectively waived in writing. HI has not violated any applicable federal or state securities laws in connection with the offer, sale, or issuance of the Shares, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, and issuance of the Shares hereunder do not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3nonassessable.

Capital Stock and Related Matters. As of the date of this Agreement and immediately thereafter, the (a) The authorized capital stock of HI shall consist Summit View consists of (a) 147,000 750 shares of Class A Preferred Stockcommon stock, all having no par value per share, of which 100 shares are issued and outstanding. Summit View has no shares of common stock that are held as treasury stock. Summit View has no Subsidiaries other than the Acquired Entities and Excluded Entities; (b) Section 3.5(b) of the Disclosure Schedule sets forth, for each Acquired Entity, (i) the authorized, issued and outstanding capital stock of each Acquired Entity, (ii) the names of the owners of the capital stock and (iii) the amount of capital stock held by each owner of capital stock; and (c) All of the issued and outstanding capital stock of each Subject Company is owned, beneficially and of record, by the Seller or a Subject Company, free and clear of any Liens other than such as may be created by or on behalf of the Buyer, and has been duly authorized and validly issued and outstandingis fully paid, (b) 200,000 nonassessable and was not issued in violation of any preemptive rights, rights of first refusal or any similar rights. There are no outstanding obligations, warrants, options or other rights to subscribe for or purchase from any Subject Company, or other contracts or commitments providing for the issuance of or granting any Person the right to acquire shares of Class B Preferred Stock any class of which none will be outstandingcapital stock of any Subject Company, or any securities or other instruments convertible into or exchangeable or exercisable for shares of any class of capital stock of any Subject Company, and no Subject Company is subject to any obligation (bcontingent or otherwise) 100,000,000 shares of Common Stock, of which 10,990,924 shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid, as of the date of this Agreement, HI shall not have outstanding any stock, investment rights, optionsrepurchase or otherwise acquire or retire, or securities convertibleto register under the Securities Act, exercisable, or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock. As of the date of this Agreement, all of the outstanding shares of HI's capital stock shall be validly issued, fully paid, and nonassessable and were issued in compliance with all applicable state and federal securities laws. There are no statutory proxies, voting agreements, stockholder agreements or contractual stockholder's preemptive rights or rights of first refusal, other agreements with respect to the Shares voting or Underlying Common Stock which have not been effectively waived in writing. HI has not violated transfer of any applicable federal or state securities laws in connection with the offer, sale, or issuance shares of capital stock of any of the SharesSubject Companies. At Closing, the Buyer shall have good and valid title to all of the capital stock of each Subject Company, free and clear of any Liens, and assuming the accuracy Subject Companies shall have good and valid title to all of the representations capital stock, membership interests and warranties partnership interests of their respective Subsidiaries, free and clear of any Liens, other than such as may be created by or on behalf of the Investor set forth in Article 4 hereof, the offer, sale, and issuance of the Shares hereunder do not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3Buyer.

Capital Stock and Related Matters. (a) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 3,000,000 shares of Class Stock, of which (i) 100,000 shares shall be designated as Series A Preferred Stock, all of which is duly authorized and validly issued and outstanding, (b) 200,000 69,428.898 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common Stock, of which 10,990,924 shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, issued and 5,154,408 outstanding pursuant to this Agreement and 1,571.102 shares of which shall be reserved for issuance upon exercise of the Preferred Stock Options, (ii) 100,000 shares of which are undesignated preferred stock, none of which are outstanding options and warrants. Except as aforesaid, as of the date Closing, and (iii) 2,800,000 shares shall be designated as Common Stock, (A) 1,440,000 shares of which shall be issued and outstanding pursuant to this AgreementAgreement and the Management Agreements with the Executives, HI (B) 22,800 shares of which shall be issued and outstanding to other management employees of the Company, (C) 37,200 shares of which shall be reserved for issuance to additional executives or management employees of the Company or its Subsidiaries, and (D) 95,745 shares of which shall be reserved for issuance upon the exercise of the Warrants. As of the Closing, the Company shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stockstock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement and the Management Agreements. As of the date Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the Stockholders Agreement and the Management Agreements. As of the Closing, all of the outstanding shares of HIthe Company's capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (b) There are no statutory or or, to the best of the Company's knowledge, contractual stockholder's stockholders' preemptive rights or rights of first refusal, refusal with respect to the Shares issuance of the Stock hereunder or Underlying Common the issuance of the Stock which have not been effectively waived pursuant to Section 1.02 hereof, except as expressly provided herein. Based in writing. HI part on the investment representations of the Purchasers in Section 6.03 hereof and of each of the Executives in Section 1(c) of their respective Management Agreements, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares Stock hereunder and pursuant to Section 1.02 hereof do not and will not require registration under the Securities Act or any applicable state securities laws. All To the rights, preferences, privileges and restrictions best of the Shares Company's knowledge, there are set forth in no agreements between the Transaction Documents. No equity securities Company's stockholders with respect to the voting or rights transfer of the Company's capital stock or with respect to purchase equity securities provides any other aspect of the Company's affairs, except for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3the Stockholders Agreement and the Management Agreement.

Capital Stock and Related Matters. (i) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 10,000,000 shares of Class preferred stock, of which 2,000 shares shall be designated as Series A Preferred Stock, all (the "Series A Preferred") (of which is duly authorized and validly 2,000 shares shall be issued and outstanding, (b) 200,000 and 5,000,000 shares of Class shall be designated as Series B Preferred Stock (of which none will 823,455 shares shall be issued and outstanding, ) and (b) 100,000,000 40,000,000 shares of Common Stock, of which 10,990,924 10,000,000 shares shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which 2,500,000 shares shall be reserved for issuance upon conversion of the Class Series A Preferred Stock, 2,833,565 of which and 5,000,000 shares shall be reserved for issuance upon conversion of all the Series B Preferred or exercise of the Class B Preferred Stock, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrantsWarrant. Except as aforesaid, as As of the date of this AgreementClosing, HI neither the Company nor any Subsidiary shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans, except for the Series B Preferred and the Warrant and except as set forth on the attached "Capitalization Schedule." The Capitalization Schedule accurately sets forth the following information with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the number of shares covered, the exercise price and the expiration date. As of the date Closing, neither the Company nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of this Agreementits capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule. As of the Closing, all of the outstanding shares of HIthe Company's capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (ii) There are no statutory or or, to the best of the Company's knowledge, contractual stockholder's shareholders' preemptive rights or rights of first refusal, refusal with respect to the Shares issuance of the Series B Preferred or Underlying the Warrant hereunder, the issuance of the Common Stock which have not been effectively waived in writingupon conversion of the Series B Preferred or upon exercise of the Warrant. HI The Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares Series B Preferred, the Warrant or the Note hereunder do not require registration under the Securities Act or any applicable state securities laws. All To the rights, preferences, privileges and restrictions best of the Shares Company's knowledge, there are no agreements between the Company's shareholders with respect to the voting or transfer of the Company's capital stock or with respect to any other aspect of the Company's affairs, except as set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3Capitalization Schedule.

Capital Stock and Related Matters. (i) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of 107,300,000 shares of Stock, of which 7,200,000 shares shall be designated as Class A Convertible Preferred, par value $.001 per share (a) 147,000 the "CLASS A CONVERTIBLE PREFERRED" and collectively with the Class B Convertible Preferred, the "CONVERTIBLE PREFERRED"), 100,000 shall be designated as Class B Convertible Preferred, and 100,000,000 shares shall be designated as Common Stock, par value $.001 per share (the "COMMON STOCK"). Each of the outstanding shares of Class A Convertible Preferred Stock, all and each of which is duly authorized and validly issued and outstanding, (b) 200,000 the shares of Class B Convertible Preferred Stock of which none will be outstanding, and (b) 100,000,000 is convertible into four shares of Common StockStock and as of February 13, 1998, there were 1,797,942 shares of which 10,990,924 shall be duly authorized and validly issued and outstanding (before giving effect Common Stock that are subject to stock options granted under the purchase Company's 1997 Stock Option Plan. As of the Shares and the remainder of the Class B Preferred Stock)Closing, 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stockexcept as contemplated hereby, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid, as of disclosed in the date of this Loan Agreement, HI the Company shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stockstock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement and the Management Agreements, as set forth on the Capitalization Schedule attached hereto as Schedule 5B hereto and in connection with additional options ----------- which were issued (and subsequently exercised) to Golder, Thoma, Xxxxxxx, Xxxxxx Fund V, L.P. or its affiliates and MG Capital Partners II, L.P. or its affiliates. As of the date Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the Restated Articles of Incorporation and the Management Agreements. As of the Closing, all of the outstanding shares of HIthe Company's capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (ii) There are no statutory or or, to the best of the Company's knowledge, contractual stockholder's shareholders preemptive rights or rights of first refusal, refusal with respect to the Shares or Underlying Common issuance of the Stock which have not been effectively waived hereunder, except as provided herein and as disclosed in writingthe Loan Agreement. HI Based in part on the investment representations of the Purchaser in paragraph 7C hereof and of the employees of the Company in their employment agreements, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. All To the rights, preferences, privileges and restrictions best of the Shares Company's knowledge, there are set forth in no agreements between the Transaction Documents. No Company's shareholders with respect to the voting or transfer of the Company's capital stock or with respect to any other aspect of the Company's affairs, except for the Shareholders Agreement, restricted securities agreements with the executives of the Company, restricted stock agreements and option agreements with other employees of the Company, other arrangements with certain equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result holders of a Public Offeringthe Company, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3and the Management Agreements.

Capital Stock and Related Matters. (i) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 22,030,000 shares of Class A preferred stock, of which 30,000 shares shall be designated as 12% Cumulative Redeemable Senior Preferred Stock, Stock (all of which is duly authorized and validly shall be issued and outstanding, (b) 200,000 and 22,000,000 shares of Class B shall be designated as 12% Cumulative Redeemable Junior Preferred Stock (20,471,759 of which none will shall be issued and outstanding, ) and (b) 100,000,000 30,000,000 shares of Common Stock, of which 10,990,924 10,235,844 shares shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which 830,000 shares shall be reserved for issuance upon exercise of outstanding options and warrantsthe Warrants. Except as aforesaid, as As of the date of this AgreementClosing, HI neither the Company nor any Subsidiary shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans, except for the Class A Preferred and Warrants and except as set forth on the attached "Capitalization Schedule." As of the Closing, neither the ----------------------- Company nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule and except pursuant to the Articles of Incorporation. As of the date of this AgreementClosing, all of the outstanding shares of HIthe Company's capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (ii) There are no statutory or contractual stockholder's stockholders preemptive rights or rights of first refusal, refusal with respect to the Shares issuance of the Class A Preferred or Underlying the Warrants hereunder or the issuance of the Common Stock which have not been effectively waived in writingupon exercise of the Warrants. HI Assuming the accuracy of each Purchaser's representations and warranties made hereunder, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares Class A Preferred or the Warrants hereunder do not require registration under the Securities Act or any applicable state securities laws. All To the rights, preferences, privileges and restrictions best of the Shares are Company's knowledge, except as set forth in on the Transaction DocumentsCapitalization Schedule, there are no voting trusts or agreements, stockholders' agreements, pledge agreements, buy- sell agreements, rights of first refusal, contractual preemptive rights or proxies relating to any securities of the Company or any of its Subsidiaries (whether or not the Company or any of its Subsidiaries is a party thereto). No equity securities or rights Immediately upon Closing each Purchaser shall receive title to purchase equity securities provides for acceleration or the Class A Preferred and the Warrants purchased by it hereunder free and clear of all taxes and Liens other changes in vesting provisions or other terms governing than Liens created by such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3Purchaser.

Capital Stock and Related Matters. As of the date of this Agreement Closing and --------------------------------- immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 115,000 shares of Preferred Stock, of which 10,000 shares shall be designated as Class A Preferred Stock, (all of which is duly authorized and validly shall be issued and outstanding, (b) 200,000 and 105,000 shares of shall be designated as Class B Preferred Stock Stock, par value $.01 per share (the "Class B Preferred") (70,000 shares of which none will shall be outstanding, issued and (boutstanding and 35,000 shares of which shall be reserved for future issuance pursuant to the Recapitalization Agreement) 100,000,000 and 380,000,000 shares of Common Stock, of which 10,990,924 180,000,000 shares shall be duly authorized designated as Class A Common Stock, par value $.01 per share (the "Class A Common"), 180,000,000 shares shall be designated as Class B Common Stock, par value $.01 per share (the "Class B Common") and validly issued and outstanding 20,000,000 shares shall be designated as Class L Common Stock, par value $.01 per share (before giving effect to the purchase "Class L Common"). As of the Shares and the remainder of the Class B Preferred Stock)Closing, 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which to be sold pursuant to this Agreement shall be reserved for issuance upon conversion of all initially convertible into not less than 6.25% of the Company's Class B Preferred StockL Common and Class A Common, and 5,154,408 before taking into account any shares of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaidcommon stock issued or issuable to employees, as officers or directors of the date Company or its Subsidiaries or financing sources. As of this Agreementthe Closing, HI shall except for the Class A Preferred, the Company will not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor nor, except for the Class A Preferred and the shares of stock reserved for grant of stock options to the management of the Company and its Subsidiaries (including any such stock options granted on or prior to the Closing Date), shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans. As of the Closing, except with respect to the Class A Preferred, the Company will not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock. As of the date of this AgreementClosing, all of the outstanding shares of HIthe Company's capital stock shall will be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. There are no statutory or contractual stockholder's preemptive rights or rights of first refusal, with respect to the Shares or Underlying Common Stock which have not been effectively waived in writing. HI has not violated any applicable federal or state securities laws in connection with the offer, sale, or issuance of the Shares, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, and issuance of the Shares hereunder do not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3nonassessable.

Capital Stock and Related Matters. As of the date of this Agreement and immediately thereafterhereof, the authorized capital stock of HI shall consist the Parent consists of (ai) 147,000 10,000,000 shares of the Parent Class A Common Stock, of which 2,491,610 shares are issued and outstanding, and 200,000 shares of the Parent Class B Common Stock, of which no shares are issued and outstanding, (ii) 1,750,000 shares of the Parent Preferred Stock, all 1,600,000 of which is has been designated as Series A Preferred Stock of the Parent with 1,482,423 shares of such Series A Preferred Stock issued and outstanding, and 150,000 of which has been designated as Series B Preferred Stock of the Parent with 149,002 shares of such Series B Preferred Stock issued and outstanding, and (iii) 50,000 shares of Undesignated Stock. After the date hereof and prior to the Closing the Parent may (i) authorize additional amounts or classes of capital stock, and (ii) issue additional shares of Parent Common Stock and/or Parent Preferred Stock to one or more of its Affiliates. The outstanding shares of the Parent Stock have been duly authorized and validly issued and are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of the date hereof, except as set forth above or on Schedule 6.5 of the Parent Disclosure Schedule, (i) no shares of capital stock of the Parent are outstanding, (bii) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common Stock, of which 10,990,924 shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid, as of the date of this Agreement, HI shall Parent does not have outstanding any stock, investment rights, options, or securities convertible, exercisable, convertible into or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation featuresstock, nor shall it have outstanding any rights or options to subscribe for or to purchase its or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock stock, or any stock or securities convertible into or exchangeable for its any capital stock, and (iii) the Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire or to register under the Securities Act, any shares of capital stock. As The Parent does not have outstanding any 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 date of this Agreement, all of the outstanding shares of HI's capital stock shall be validly issued, fully paid, and nonassessable and were issued in compliance with all applicable state and federal securities laws. There are no statutory or contractual stockholder's preemptive rights or rights of first refusal, with respect to the Shares or Underlying Common Stock which have not been effectively waived in writing. HI has not violated Parent on any applicable federal or state securities laws in connection with the offer, sale, or issuance of the Shares, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, and issuance of the Shares hereunder do not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3matter.

Capital Stock and Related Matters. (a) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Issuer shall consist of (a) 147,000 25,000,000 shares of Class A Preferred Stockpreferred stock, all of which is duly authorized and validly (i) 4,500,000 shares have been designated as Series A Cumulative Convertible Preferred Stock (none of which shall be issued and outstanding, outstanding as of the Closing) and (bii) 200,000 10,000,000 shares of Class shall be designated as Series B Convertible Preferred Stock (2,806,796 of which none will shall be outstanding, issued and outstanding as of the Closing and the remainder of which shall be reserved for issuance upon exercising the Additional Warrants and the Preferred Warrants) and (b) 100,000,000 75,000,000 shares of Common Stock, of which 10,990,924 (i) 16,298,760 shares shall be duly authorized and validly issued and outstanding (before giving effect to the purchase as of the Shares and the remainder of the Class B Preferred Stock)Closing, 11,790,324 of which (ii) 10,000,000 shares shall be reserved for issuance upon conversion of the Class A Preferred StockSeries B Shares, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which (iii) 5,515,835 shares shall be reserved for issuance upon exercise of outstanding options stock options, warrants (including the Common Warrants but excluding the securities described in clause (iv) below) and warrants. Except as aforesaid, as convertible securities and (iv) certain of the date remaining shares are reserved for issuance upon the exercise the warrants issued to Bayview Capital Partners L.P., the Convertible Subordinated Promissory Note issued to CEX Holdings, Inc, and the 9% Convertible Subordinated Promissory Note issued to J. Iver & Company. As of this Agreementthe Closing, HI neither the Issuer nor any Subsidiary shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stockstock or any stock appreciation rights or phantom stock plans ("Common Stock Equivalents"), except for the Series B Shares and the Warrants and except as set forth on the attached Capitalization Schedule (a). Capitalization Schedule (a) accurately sets forth the following information with respect to all outstanding Common Stock Equivalents: the holder, the number of shares covered, the exercise price and the expiration date. As of the date Closing, neither the Issuer nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of this Agreementits capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule (a) and except pursuant to the Certificate of Designation. As of the Closing, all of the outstanding shares of HIthe Issuer's capital stock shall be validly issued, fully paidpaid and nonassessable. (b) Except as set forth on Capitalization Schedule (b) hereto, and nonassessable and were issued in compliance with all applicable state and federal securities laws. There there are no statutory or contractual stockholder's stockholders' preemptive rights or rights of first refusal, refusal with respect to the Shares issuance of the Securities hereunder or Underlying the issuance of the Common Stock which have not been effectively waived in writingupon conversion of the Securities. HI Except as set forth on Capitalization Schedule (b) hereto, the Issuer has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of any of its capital stock. There are no agreements between the Shares, Issuer and assuming the accuracy any of the representations and warranties Issuer's stockholders with respect to the voting or transfer of the Investor set forth in Article 4 hereof, the offer, sale, and issuance of the Shares hereunder do not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3Issuer's capital stock.

Capital Stock and Related Matters. As of the date of this Agreement and immediately thereafter, (before giving effect to the purchase of the Shares) the authorized capital stock of HI shall consist of (a) 147,000 shares of Class A Preferred Stock, all of which is duly authorized and validly issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be 90,000 shares are outstanding, and (bc) 100,000,000 shares of Common Stock, of which 10,990,924 shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock)outstanding, 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaidaforesaid and except as shown on Schedule 5.3, as of the date of this Agreement, HI shall not have outstanding any stock, investment rights, options, or securities convertible, exercisable, or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock. As of the date of this Agreement, all of the outstanding shares of HI's capital stock shall be validly issued, fully paid, and nonassessable and were issued in compliance with all applicable state and federal securities laws. There are no statutory or contractual stockholder's preemptive rights or rights of first refusal, with respect to the Shares or Underlying Common Stock which have not been effectively waived in writing. HI has not violated any applicable federal or state securities laws in connection with the offer, sale, or issuance of the Shares, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, and issuance of the Shares hereunder do not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3.

Capital Stock and Related Matters. (a) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of of: (a1) 147,000 10,000,000 shares of Class A Preferred Stockpreferred stock, all (i) of which is duly authorized and validly 500,000 shares shall be designated as Series A Preferred, none of which shall be issued and outstanding, (bii) 200,000 shares of Class B Preferred Stock of which 1,458,335 shares shall be designated as Series B Preferred, none will of which shall be issued and outstanding, (iii) of which 30,000 shares shall be designated as Series C Preferred, of which 17,358.824 shares shall be issued and outstanding, (iv) of which 32,000 shares shall be designated as Series D Preferred, of which (a) 5,498.319 shares shall be issued and outstanding and (b) 17,358.824 shares shall be reserved for future issuance upon conversion of the Series C Preferred, (v) of which 15,000 shares shall be reserved for future issuance under the Warrant Agreement and (vi) of which 105,000 shares shall be reserved for future issuance pursuant to this Agreement; and (2) 100,000,000 shares of Common Stock, of which 10,990,924 17,710,189 shares shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock)outstanding, 11,790,324 of which 9,142,858 shares shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred StockSeries D Preferred, and 5,154,408 of which 4,689,599 shares shall be reserved for issuance upon exercise of outstanding options and warrants. Except warrants to purchase Common Stock as aforesaid, as set forth on the attached "Capitalization Schedule." ----------------------- (b) As of the date of this AgreementClosing, HI neither the Company nor any Subsidiary shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans, except for the Preferred Stock, the Warrants and except as set forth on the attached Capitalization Schedule. The Capitalization ----------------------- Schedule accurately sets forth the following information with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the type of security, the number of shares covered, the exercise price, the expiration date and whether such security vests upon a "change in control". As of the date Closing, neither the Company nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of this Agreementits capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule and except pursuant to the Certificates of Designation. As of the Closing, all of the outstanding shares of HIthe Company's capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (c) There are no statutory or or, to the best of the Company's knowledge, contractual stockholder's stockholders preemptive rights or rights of first refusal, refusal with respect to the issuance of the Warrant Shares, the Warrants, or the Preferred Stock or the issuance of the Common Stock issuable upon conversion of the Warrant Shares or Underlying Common the Preferred Stock which have not been effectively waived in writingor upon exercise of the Warrants. HI The Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares hereunder Warrants and the Preferred Stock do not require registration under the Securities Act or any applicable state securities laws. All To the rights, preferences, privileges and restrictions best of the Shares Company's knowledge, there are no agreements between the Company's stockholders with respect to the voting or transfer of the Company's capital stock or with respect to any other aspect of the Company's affairs, except as set forth in on the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3Capitalization Schedule.

Capital Stock and Related Matters. As of the date hereof and as of this Agreement and immediately thereafterthe Closing, (i) the authorized capital stock of HI BCI shall consist of (a) 147,000 20,000 shares of Class A Preferred Stockcommon stock, all par value $10.00 per share, of which is duly authorized and validly 420 shall be issued and outstandingoutstanding and held beneficially and of record by the Sellers in the amounts set forth opposite their respective names on Schedule 4(c) attached hereto, (bii) 200,000 the authorized capital stock of BWI shall consist of 1,000 shares of Class B Preferred Stock common stock, par value $1.00 per share, of which none will 500 shall be outstandingissued and outstanding and held beneficially and of record by the Sellers in the amounts set forth opposite their respective names on Schedule 4(c) attached hereto, and (biii) 100,000,000 the authorized capital stock of PPI shall consist of 1,000 shares of Common Stockcommon stock, par value $1.00 per share, of which 10,990,924 1,000 shall be duly authorized and validly issued and outstanding (before giving effect to and held beneficially and of record by the purchase Sellers in the amounts set forth opposite their respective names on Schedule 4(c) attached hereto. As of the Shares date hereof and the remainder of the Class B Preferred Stock), 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid, as of the date of this Agreement, HI Closing: (i) the Companies shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock. As of the date of this Agreement, stock or any stock appreciation rights or phantom stock plans; (ii) all of the outstanding shares of HI's the Companies' capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. There nonassessable; (iii) there are no statutory or contractual stockholder's stockholders preemptive rights or rights of first refusal, refusal with respect to the Shares Shares; and (iv) none of the Companies are subject to any option or Underlying Common Stock which obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock. The Companies have not been effectively waived in writing. HI has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of any of its capital stock. There are no agreements with respect to the voting or transfer of the Companies' capital stock or among the Sellers with respect to any other aspect of the Companies' affairs. The sale and delivery of the Shares by the Sellers to the Purchasers pursuant to Section 1 hereof, will vest in the Purchasers legal and valid title to the Shares, free and assuming the accuracy clear of the representations and warranties of the Investor set forth in Article 4 hereofall Liens, the offer, sale, and issuance of the Shares hereunder do not require registration under the Securities Act Taxes or any applicable state securities laws. All the rights, preferences, privileges and other restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3any kind.

Capital Stock and Related Matters. (i) As of the date of Closing and after giving effect to the transactions contemplated by this Agreement and immediately thereafterAgreement, the authorized capital stock of HI the Company shall consist of (a) 147,000 175,000 shares of Class A Participating Preferred Stock, all par value $.01 per share (the "Preferred Stock"), 125,000 of which is duly authorized and validly shall be issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, outstanding and (b) 100,000,000 1,500,000 shares of Common Stock, of which 10,990,924 shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 1,250,000 of which shall be reserved for issuance upon conversion issued and outstanding. As of the Class A Preferred StockClosing, 2,833,565 neither the Company nor any of which its subsidiaries shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid, as of the date of this Agreement, HI shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stockstock or any stock appreciation rights or phantom stock plans, except for the Preferred Stock and the Common Stock. As of the date Closing, neither the Company nor any of this Agreementits Subsidiaries shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth in the Articles of Incorporation. As of the Closing, all of the outstanding shares of HIthe Company's capital stock shall be validly issued, fully paid, paid and nonassessable and were the Common Stock to be issued upon the conversion of the Preferred Stock in compliance accordance with all applicable state the terms of the Articles of Incorporation shall, upon such issuance, be validly issued, fully paid and federal securities laws. nonassessable. (ii) There are no statutory or contractual stockholder's stockholders preemptive rights or rights of first refusal, refusal with respect to the Shares or Underlying issuance of the Common Stock which have not been effectively waived in writinghereunder. HI The Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares Common Stock hereunder do does not require registration under the Securities Act or any applicable state securities laws. All There are no agreements between the rights, preferences, privileges and restrictions Company's stockholders with respect to the voting or transfer of the Shares are set forth in Company's capital stock or with respect to any other aspect of the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3Company's affairs.

Capital Stock and Related Matters. (1) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 132,000 shares of Class Series A Preferred StockPreferred, all of which is duly authorized and validly 132,000 Shares shall be issued and outstanding, (b) 200,000 shares 326,833 Shares of Class Series B Preferred Stock Preferred, of which none will 326,833 shall be issued and outstanding, (c) 430,540 Shares of Series C Preferred, of which 430,540 shall be issued and outstanding (bd) 100,000,000 10,000,000 shares of Common Stock, of which 10,990,924 1,095,500 shares shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock)outstanding, 11,790,324 of which 132,000 shares shall be reserved for issuance upon conversion of the Class outstanding Series A Preferred StockPreferred, 2,833,565 of which 326,833 shares shall be reserved for issuance upon conversion of all the outstanding Series B Preferred, 430,540 shall be reserved for issuance upon conversion of the Class B outstanding Series C Preferred Stockto be issued upon closing, and 5,154,408 of which 137,000 shall be reserved for issuance upon exercise of outstanding the Warrants, 12,000 shall be reserved for issuance upon exercise of options and warrants. Except as aforesaid, as granted to members of the date Board of this AgreementDirectors, HI 4,500 shall be reserved for warrants granted to Silicon Valley Bank and 182,000 shall be reserved for issuance pursuant to the terms of the Option Plan. None of the previous issuances of the Series A Preferred, Series B Preferred, Common Stock, Warrants or any other outstanding security of the Company have been in violation of any preemptive right or similar right of first refusal. (2) As of the Closing, the Company shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans, except for the Series A Preferred, the Series B Preferred, the Series C Preferred and the Warrants and except as set forth on the attached "CAPITALIZATION SCHEDULE." The Capitalization Schedule accurately sets forth the following with respect to all outstanding shares of the Company's capital stock: name of the holder and number of shares of each class of capital stock held. The Capitalization Schedule accurately sets forth the following with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the number of shares covered, the exercise price, the grant date and the expiration date. (3) As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule and except pursuant to the Amended and Restated Articles of Incorporation. As of the date of this AgreementClosing, all of the outstanding shares of HIthe Company's capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (4) There are no statutory or contractual stockholder's Shareholders' preemptive rights or rights of first refusal, refusal with respect to the Shares issuance of the Series C Preferred hereunder or Underlying the issuance of the Common Stock upon conversion of the Series C Preferred, except for First Refusal Rights held by Series A Holders under the Series A Purchase Agreement and the First Refusal Rights held by Series B Holders under the Series B Purchase Agreement which rights have not all been effectively waived in writingduly and validly waived. HI The Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and and, assuming the accuracy truth of the Purchasers' representations and warranties of the Investor set forth in Article 4 Section 7.C hereof, the offer, sale, sale and issuance of the Shares hereunder do does not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except Except as described on the Affiliate Transactions Schedule 5.3(as defined in Section 6.T), there are no agreements between the Company and any of its Shareholders or, to the Company's knowledge between the Company's Shareholders with respect to the voting or transfer of the Company's capital stock or with respect to any other aspect of the Company's affairs, except for the Registration Agreement, the Shareholders Agreement and this Agreement.

Capital Stock and Related Matters. As of (1) Immediately prior to the date of this Agreement and immediately thereafterClosing, the authorized capital stock of HI the Company shall consist of (a) 147,000 shares of Class A Preferred Stock, all of which is duly authorized and validly issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 100,000,000.00 shares of Common Stock, of which 10,990,924 2,361,326.16 shares shall be duly authorized and validly issued and outstanding outstanding; (before giving effect to the purchase b) 400,000.00 shares of the Shares Series A Preferred, of which 329,127.50 shares shall be issued and the remainder outstanding, (c) 142,500.00 shares of the Class Series B Preferred Stock)Preferred, 11,790,324 of which 107,880.57 shares shall be issued and outstanding, (d) 7,500.00 shares of Series C Preferred, of which 5,677.92 shares shall be issued and outstanding, (e) 100,000 shares of Series D Preferred, none of which shall be reserved for issuance upon conversion issued and outstanding, (f) 30,000 shares of the Class A Preferred StockSeries E Preferred, 2,833,565 none of which shall be reserved for issuance upon conversion issued and outstanding and (g) 30,000 shares of all of the Class B Preferred StockSeries E-1 Preferred, and 5,154,408 none of which shall be reserved for issuance upon exercise of outstanding options issued and warrantsoutstanding. Except as aforesaid, as The attached Capitalization Schedule sets forth the ownership of the date Company immediately prior to the Closing. As of this Agreementthe Closing, HI the Company shall not have outstanding (or any stock, investment rights, options, commitments to issue) any stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stockstock or any stock appreciation rights or phantom stock plans, except as set forth on the attached Capitalization Schedule or as contemplated by this Agreement or the Exchange Offer. As of the date Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to the Executive Stock Agreements and the Investor Rights Agreement or as contemplated by this Agreement, all Agreement or the Exchange Offer. All of the outstanding shares of HIthe Company's capital stock are, and as of the Closing shall be be, validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (2) There are no statutory or or, to the Company's actual knowledge, contractual stockholder's stockholders preemptive rights or rights of first refusal, refusal with respect to the Shares issuance of the Purchased Equity hereunder or Underlying Common Stock which have not been effectively waived any other capital stock or other securities of the Company, except as set forth in writingthe Investor Rights Agreement. HI Based upon the representations and warranties of the Purchasers set forth herein, and to the Company's knowledge, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock or other securities, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares Purchased Equity hereunder do not require registration under the Securities Act or any applicable state securities laws. All To the rightsCompany's actual knowledge, preferences, privileges and restrictions there are no agreements between the Company's stockholders with respect to the voting or transfer of the Shares are set forth in Company's capital stock or with respect to any other aspect of the Transaction DocumentsCompany's affairs, except for the Investor Rights Agreement and Executive Stock Agreements. No equity securities or The Company has not granted any registration rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3than under the Investor Rights Agreement.

Capital Stock and Related Matters. (a) As of the date First Closing (except as set forth below with respect to the Series C Preferred as of this Agreement the First Closing and the Second Closing, and immediately thereafter, the authorized capital stock of HI the Issuer shall consist of (a) 147,000 25,000,000 shares of Class A Preferred Stockpreferred stock, all of which is duly authorized and validly (i) 4,500,000 shares have been designated as Series A Cumulative Convertible Preferred Stock (none of which shall be issued and outstandingoutstanding as of each Closing) and (ii) 10,000,000 shares shall be designated as Series B Convertible Preferred Stock (2,806,797 of which shall be issued and outstanding as of each Closing) and (iii) 5,000,000 shares have been designated as Series C Convertible Preferred Stock (2,000,000 of which shall be issued and outstanding as of each Closing and the remainder of which shall be reserved for issuance upon exercising the Series C Warrants), (biv) 200,000 shares of Class B 3,000,000 shall be designated as Series D Convertible Preferred Stock (none of which none will shall be outstandingissued and outstanding prior to the First Closing and up to ________ of which shall be issued and outstanding as of the Second Closing after giving effect to the Closings (including Series D Shares reserved for conversion of a Convertible Bridge Notes dated January 4, 2001 and pursuant to exercise of the Bridge Warrant and (v) ________ shares have been designated as Series E Convertible Preferred Stock (________ of which shall be issued and outstanding as of each closing) and (b) 100,000,000 75,000,000 shares of Common Stock, of which 10,990,924 (i) 16,646,399 shares shall be duly authorized and validly issued and outstanding as of each Closing, (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which ii) 10,000,000 shares shall be reserved for issuance upon conversion of the Class A Preferred StockSeries B Shares, 2,833,565 of which (iii) 5,000,000 shares shall be reserved for issuance upon conversion of all of the Class B Preferred StockSeries C Shares, and 5,154,408 of which (iv) 12,099,847 shares shall be reserved for issuance upon exercise of outstanding options stock options, warrants (including the Common Warrants but excluding the securities described in clause (v) below) and warrants. Except as aforesaidconvertible securities, as (v) certain of the date remaining shares are reserved for issuance upon the exercise of this Agreementwarrants issued to Bayview Capital Partners L.P., HI the Convertible Subordinated Promissory Note issued to CEX Holdings, Inc, and the 9% Convertible Subordinated Promissory Note issued to J. Iver & Company, (vi) the issuance of shares of Common Stock to Xxxx X. Xxxxxxxxxxx XX (or a trust solely for his benefit) in respect of a court-approved settlement of his claim against Corporate Express Delivery Systems, Inc. solely to meet any shortfall in the market value between the 600,000 shares of Common Stock that have been issued for the benefit of Xx. Xxxxxxxxxxx in respect of such settlement and the sum of $550,000, pursuant to the terms of such settlement. As of each Closing, neither the Issuer nor any Subsidiary shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stockstock or any stock appreciation rights or phantom stock plans ("Common Stock Equivalents"), except for the Series B Shares, the Series C Shares, the Series D Shares, the Series E Shares and the Warrants and except as set forth on Schedule 3.02 (a). Schedule 3.02 (a) accurately sets forth the following information with respect to all outstanding Common Stock Equivalents: the holder, the number of shares covered, the exercise price and the expiration date. As of each Closing, neither the date Issuer nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of this Agreementits capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on Schedule 3.02 (a) and except pursuant to the Certificate of Designation. As of each Closing, all of the outstanding shares of HIthe Issuer's capital stock shall be validly issued, fully paidpaid and nonassessable. (b) Except as set forth on Schedule 3.02 (b) hereto, and nonassessable and were issued in compliance with all applicable state and federal securities laws. There there are no statutory or contractual stockholder's stockholders' preemptive rights or rights of first refusal, refusal with respect to the Shares issuance of the Securities hereunder or Underlying the issuance of the Common Stock which have not been effectively waived in writingupon conversion of the Securities. HI Except as set forth on Schedule 3.02 (b) hereto, the Issuer has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of any of its capital stock. There are no agreements between the Shares, Issuer and assuming the accuracy any of the representations and warranties Issuer's stockholders with respect to the voting or transfer of the Investor set forth in Article 4 hereof, the offer, sale, and issuance of the Shares hereunder do not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3Issuer's capital stock.

Capital Stock and Related Matters. (a) As of immediately following the date of this Agreement and immediately thereafterClosing, the authorized capital stock of HI the Company shall consist of of: (ai) 147,000 661,655.1 shares of Class A Preferred StockCommon, all of which is duly authorized 661,657.2 shares shall be issued and validly outstanding (ii) 144,594.9 shares of Class B Common, of which 144,592.8 shares shall be issued and outstanding; (iii) 2,500.0 shares of Class C Common, of which 2,500.0 shares shall be issued and outstanding; (iv) 191,250.0 shares of Class D Common, of which no shares shall be issued and outstanding, (b) 200,000 and 191,250.0 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common Stock, of which 10,990,924 shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options the Warrant held by Citicorp Mezzanine Partners, L.P., a Delaware limited partnership; and (v) 117,402.5 shares of 12% Series A Preferred Stock, par value $.01 per share, of which 117,402.5 shares shall be issued and warrantsoutstanding. Except as aforesaidset forth in this Section 8(c), as immediately following the consummation of the date of this Agreementtransactions contemplated hereby, HI neither the Company nor any Subsidiary shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stockstock or any stock appreciation rights or phantom stock plans. As Immediately following the consummation of the date of this Agreementtransactions contemplated hereby, all of the outstanding shares of HIthe Company's capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (b) There are no statutory or or, to the best of the Company's knowledge, contractual stockholder's stockholders preemptive rights or rights of first refusal, refusal with respect to the Shares or Underlying Common issuance of the Stock which have not been effectively waived in writinghereunder. HI To the best of the Company's knowledge, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares Stock hereunder do not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3.

Capital Stock and Related Matters. As of the date of this Agreement Closing Date, and immediately thereafterafter --------------------------------- giving effect to the transactions contemplated hereby and pursuant to the Related Documents, (i) the authorized capital stock of HI shall the Company will consist of a total of 101,000,000 shares as follows: (a) 147,000 shares of Class A Preferred Stock, all of which is duly authorized and validly issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common Stock, of which 10,990,924 shall be duly authorized and validly 19,229,577 shares are issued and outstanding (before after giving effect to the closing under the Securities Purchase Agreement, the ownership and the consideration paid for which is set forth on Schedule 8C and (1) 4,383,333 shares of which are reserved for the exercise of options or warrants to purchase such shares issued or issuable to officers, directors, consultants, independent contractors and employees of the Shares Company and its Subsidiaries and other providers of services to the remainder of the Class B Preferred Stock), 11,790,324 Company and its Subsidiaries and (2) 2,715,000 shares of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which shall be are reserved for issuance upon exercise of the Warrants and other warrants, after giving effect to the Closing; and (b) 1,000,000 shares of preferred stock, par value $.01, of which 5,000 shares are designated Series A Preferred Stock, all of which are issued and outstanding options and warrants. Except as aforesaid, as of the date Closing Date after giving effect to the Closing; (ii) all issued and outstanding shares shall have been duly and validly issued, fully paid and non-assessable; (iii) no shares of this Agreementcapital stock of the Company will be owned or held by or for the account of the Company or any of its Subsidiaries; (iv) except as set forth on Schedule 8C, HI shall not neither the Company nor any of its Subsidiaries will have outstanding any stock, investment rights, options, or securities convertible, exercisable, convertible into or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights (either preemptive or options other) to subscribe for or to purchase, or any options for the purchase its of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock stock, or any stock or securities convertible into or exchangeable for any capital stock; (v) except as set forth on Schedule 8C, neither the Company nor any of its Subsidiaries will be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or warrants or options to purchase shares of its capital stock. As ; (vi) except as set forth on Schedule 8C, neither the Company nor any of its Subsidiaries is a party to any agreement (other than this Agreement, the Securities Purchase Agreement and the Securityholders Agreement) restricting the transfer of any shares of its capital stock; and (vii) neither the Company nor any of its Subsidiaries will have filed or be required to file, pursuant to Section 12 of the Exchange Act, a registration statement relating to any class of debt or equity securities as of the date hereof. Upon the Closing, and after giving effect the issuance of this Agreement, all 2,500,000 Warrant Shares upon exercise of the outstanding shares of HI's capital stock shall be validly issuedWarrants, fully paid, and nonassessable and were issued in compliance with all applicable state and federal securities laws. There are no statutory or contractual stockholder's preemptive rights or rights of first refusal, with respect to the such Warrant Shares or Underlying Common Stock which have not been effectively waived in writing. HI has not violated any applicable federal or state securities laws in connection with the offer, sale, or issuance will constitute 10.41% of the Fully Diluted Outstanding Shares, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, and issuance of the Shares hereunder do not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3.

Capital Stock and Related Matters. (i) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 500,000 shares of preferred stock, of which (1) 60,000 shares shall be designated as Class A Preferred Stock(of which 30,000 shares shall be issued and outstanding and 30,000 shares shall be reserved for issuance upon conversion of the Class B Preferred), (2) 30,000 shares shall be designated as Class B Preferred (all of which is duly authorized shall be issued and validly outstanding), (3) 75,000 shares shall be designated as Class C Preferred (of which 37,500 shares shall be issued and outstanding and 37,500 shares shall be reserved for issuance upon conversion of the Class D Preferred) and (4) 37,500 shares shall be designated as Class D Preferred (all of which shall be issued and outstanding) and (b) 6,000,000 shares of Common Stock, (x) of which 5,000,000 shares shall be designated as Class A Common (of which (1) 928,073 shares shall be issued and outstanding and held beneficially and of record by the Persons (and in the amounts) set forth on the attached Capitalization -------------- Schedule, (2) 480,000 shares shall be reserved for issuance upon conversion of -------- the Class A Preferred, (3) 24,000 shares shall be reserved for issuance upon exercise of the Class A Warrant, (4) 349,000 shares shall be reserved for issuance upon conversion of the Class C Preferred, (5) 264,000 shares shall be reserved for issuance upon conversion of the Class B Common issued upon conversion of the Class B Preferred and exercise of the Class B Warrant, (6) 174,500 shares shall be reserved for issuance upon conversion of the Class B Common issued upon conversion of the Class D Preferred), (y) 1,000,000 shares shall be designated as Class B Common ((1) 10,670 shares of which shall be issued and outstanding, (b2) 200,000 240,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common Stock, of which 10,990,924 shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred StockB Preferred, 2,833,565 (3) 24,000 shares of which shall be reserved for issuance upon the exercise of the Class B Warrant, and (4) 174,500 shares of which shall be reserved for issuance upon conversion of all of the Class B Preferred StockD Preferred), and 5,154,408 of which (z) 187,492 shares shall be reserved for issuance upon the exercise of outstanding options (1) certain common stock warrants issued pursuant to the Private Placement Memorandum and warrants(2) the WSDF Warrants. Except as aforesaid, as As of the date of this AgreementClosing, HI neither the Company nor any Subsidiary shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans, except for the Preferred Stock, the Class A Preferred Stock, the Class B Preferred Stock, the Class B Common, the Warrants, the WSDF Warrants, the Contingent Warrants and except as set forth on the attached Capitalization Schedule. The attached Capitalization Schedule ----------------------- ----------------------- accurately sets forth the following information with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the number of shares covered, the exercise price and the expiration date. As of the date Closing, neither the Company nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of this its capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the attached Capitalization Schedule and except pursuant to Articles of Organization ----------------------- and the Amended and Restated Stockholders Agreement. As of the Closing, all of the outstanding shares of HIthe Company's capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (ii) There are no statutory or or, to the best of the Company's knowledge, contractual stockholder's stockholders preemptive rights or rights of first refusal, refusal with respect to the Shares issuance of the Preferred Stock hereunder or Underlying the issuance of the Common Stock which have not been effectively waived in writingupon conversion of the Preferred Stock. HI The Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares Preferred Stock hereunder do not require registration under the Securities Act or any applicable state securities laws. All Except as disclosed on the rightsattached Capitalization Schedule, preferences, privileges and restrictions to the best of the Shares Company's knowledge, ----------------------- there are set forth in no agreements between the Transaction Documents. No equity securities Company's stockholders with respect to the voting or rights transfer of the Company's capital stock or with respect to purchase equity securities provides any other aspect of the Company's affairs, except for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3the Amended and Restated Stockholders Agreement.

Capital Stock and Related Matters. (a) As of the date Series B Stage 1 Closing (but not including any sales of this Agreement securities pursuant to the Rights Offering) and immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 65,000,000 shares of Class A Preferred Stockpreferred stock, all of which is duly authorized and validly have been designated Series B Participating Preferred Stock, 45,542,832 of which shares shall be issued and outstanding, outstanding as of the Series B Stage 1 Closing (bbut prior to the closing of the Rights Offering) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 255,000,000 shares of Common Stock, of which 10,990,924 433,797 shares shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock)outstanding, 11,790,324 of which 176,500,000 shares shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which Stock issued in the Series B Stage 1 Closing and 9,373,252 shares shall be reserved for issuance upon conversion exercise of all of the Class B Preferred Stock, options issued pursuant to Permitted Stock Option Plans and 5,154,408 of which 2,918,744 shares shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid, set forth on the attached “Capitalization Schedule,” as of the date of this AgreementSeries B Stage 1 Closing, HI the Company shall not have outstanding any stockstock or securities, investment rights, nor any options, warrants or securities convertible, exercisable, or exchangeable for (or any agreements under which HI is or may become obligated other rights to issue, sell, or transfer) any shares of its acquire capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock securities of the Company or any phantom stock plans or securities convertible into or exchangeable for its capital stockstock appreciation rights. As of the date of this AgreementSeries B Stage 1 Closing, all of the outstanding shares of HI's the Company’s capital stock listed on the Capitalization Schedule shall be validly issued, fully paidpaid and non-assessable. (b) Except as set forth on Schedule 4.2(b), and nonassessable and were issued in compliance with all applicable state and federal securities laws. There there are no statutory or contractual stockholder's stockholders preemptive rights or rights of first refusal, refusal with respect to the Shares issuance of the Preferred Stock hereunder or Underlying the issuance of the Common Stock which have not been effectively waived in writingupon conversion of any of the Preferred Stock. HI The Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares Preferred Stock hereunder or the issuance of the Common Stock upon the conversion of the Preferred Stock or the exercise of the options granted under Permitted Stock Option Plans do not require registration under the Securities Act or any applicable state securities laws. All There are no agreements between the rights, preferences, privileges and restrictions Company’s stockholders with respect to the voting or transfer of the Shares are set forth in Company’s capital stock or with respect to any other aspect of the Transaction Documents. No equity securities or rights to purchase equity securities provides Company’s affairs, except for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3this Agreement and the Shareholders Agreement.

Capital Stock and Related Matters. (i) As of the date of this Agreement and immediately thereafterhereof, the authorized capital stock of HI the Company consists of 30,000,000 shares of Common Stock, of which 11,060,000 shares are issued and outstanding and are held beneficially and of record by the Sellers as set forth on the CAPITALIZATION SCHEDULE attached hereto (free and clear of all Encumbrances) and of which 5,200,000 shares are reserved for issuance upon exercise of stock options authorized pursuant to the Stock Option Plans. As of the Closing and immediately thereafter (and after giving effect to the issuance of the Preferred Stock), the authorized capital stock of the Company shall consist of (a) 147,000 482,684 shares of Class A Redeemable Preferred Stock, all of which is duly authorized and validly shall be issued and outstanding, (b) 200,000 22,790,000 shares of Class B Convertible Preferred Stock Stock, of which none will 22,785,424 shall be outstanding, issued and outstanding and (bc) 100,000,000 50,000,000 shares of Common Stock, of which 10,990,924 2,212,000 shares shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which 22,790,000 shares shall be reserved for issuance upon conversion of the Class A Convertible Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, Stock and 5,154,408 of which 6,268,397 shares shall be reserved for issuance upon exercise of outstanding stock options and warrantsauthorized pursuant to the Stock Option Plans. Except as aforesaidset forth in the immediately preceding sentence or on the CAPITALIZATION SCHEDULE, the Company does not have and as of the date of this Agreement, HI shall Closing Date will not have outstanding any stockany, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans, other than, as of the Closing Date, any options granted pursuant to the Stock Option Plans as of the Closing Date. The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, other than as expressly provided in or contemplated by this Agreement and, as of the Closing, pursuant to the Articles of Incorporation and the Shareholders Agreement. As of the date hereof and as of this Agreementthe Closing and immediately thereafter, all of the outstanding shares of HIthe Company's capital stock are or shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (ii) There are no statutory or contractual stockholder's shareholder preemptive rights or rights of first refusal, refusal or other similar restrictions with respect to the Shares issuance of the Preferred Stock hereunder or Underlying the issuance of any Common Stock upon the conversion of the Convertible Preferred Stock. Except for such violation or violations which individually or in the aggregate have not been effectively waived in writing. HI had and would not reasonably be expected to have a Material Adverse Effect, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Shares, any of its capital stock and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares hereunder do Preferred Stock hereunder, the grant of any stock options under the Stock Option Plans and the issuance of Common Stock upon the conversion of the Convertible Preferred Stock does not require registration under the Securities Act or any applicable state securities laws. All Except for the rightsShareholders Agreement to be executed and delivered at the Closing, preferences, privileges and restrictions there are no agreements or understandings between the Company's shareholders or among any other Person with respect to the voting or transfer of the Shares are set forth in Company's capital stock or with respect to any other aspect of the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3Company's governance.

Capital Stock and Related Matters. (i) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 40,075,000 shares of stock, of which 75,000 shares shall be designated as Class A Preferred Stock, all (63,700 of which is duly authorized and validly issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common Stock, of which 10,990,924 shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 8,418.53385 of which shall be reserved for issuance issuances upon conversion exercise of options and warrants granted by the Class A Preferred Stock, 2,833,565 Company) and of which 40,000,000 shares shall be designated as Common Stock (33,994,652.41 of which shall be issued and outstanding; 3,436,136.26 of which shall be reserved for issuance issuances upon conversion exercise of all of options and warrants granted by the Class B Preferred Stock, Company; and 5,154,408 of which 764,705.88 shall be reserved for issuance upon exercise of outstanding options future issuances to executives and warrants. Except as aforesaid, as employees of the date Company and its Subsidiaries). As of this Agreementthe Closing, HI the Company shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stockstock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the senior management agreements and executive stock agreements among the Company and its employees, and the Company’s Certificate of Incorporation. As of the date Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the senior management agreements and executive stock agreements among the Company and its employees, and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of HI's the Company’s capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (ii) There are no statutory or or, to the best of the Company’s knowledge, contractual stockholder's stockholders preemptive rights or rights of first refusal, refusal with respect to the Shares issuance of the Executive Stock hereunder except as expressly contemplated in the Stockholders Agreement or Underlying Common Stock which have not been effectively waived provided herein . Based in writing. HI part on the investment representations of the Investors in Section 7C of the Purchase Agreement, of the Executive in Section 1(e) hereof, of certain employees of the Company in their respective senior management agreements and executive stock agreements, and of the parties to the Merger Agreement in such agreement, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares Executive Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. All To the rights, preferences, privileges and restrictions best of the Shares Company’s knowledge, there are set forth in no agreements between the Transaction Documents. No equity securities Company’s stockholders with respect to the voting or rights transfer of the Company’s capital stock or with respect to purchase equity securities provides any other aspect of the Company’s affairs, except for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offeringthe Stockholders Agreement, mergerthe senior management agreements and executive stock agreements among the Company and its employees, consolidation, change of control or sale of assets except as described on Schedule 5.3and the Registration Agreement.

Capital Stock and Related Matters. (i) As of immediately prior to the Closing, the authorized capital stock of the Company consists of 1,000 shares of Class A Common Stock of which 800 shares are issued and outstanding and 1,000 shares of Class B Common Stock of which 480 shares are issued and outstanding. All of such shares of capital stock are held beneficially and of record by the Shareholders (free and clear of all Encumbrances). As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 100,000 shares of Class A Series 1 Senior Preferred Stock, all of which is duly authorized and validly shall be issued and outstanding, (b) 200,000 125,875 shares of Series 2 Senior Preferred Stock, all of which shall be issued and outstanding, (c) 126,625 shares of Series 3 Junior Preferred Stock, all of which shall be issued and outstanding, (d) 6,000,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of A Common Stock, of which 10,990,924 4,563,725.5 shares shall be duly authorized and validly issued and outstanding and (before giving effect to e) 2,000,000 shares of Class B Common Stock of which 186,274.5 shares shall be issued and outstanding. The Capitalization Schedule attached hereto, sets forth ----------------------- the purchase capitalization of each of the Shares Company's Subsidiaries and the remainder name of each Person holding any equity securities of the Class B Preferred Stock)Company, 11,790,324 of which shall be reserved any securities convertible or exchangeable for issuance upon conversion any equity securities of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all Company and any options or other rights to purchase equity securities of the Class B Preferred Stock, Company and 5,154,408 the amount and type of which shall be reserved for issuance upon exercise of outstanding such securities or options and warrants. Except as aforesaid, or rights held by such Persons as of the date Closing Date and immediately thereafter. None of this Agreement, HI shall not have the Company or any of its Subsidiaries has outstanding (1) any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or (2) any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock or similar plans or rights, other than, as of the Closing Date and immediately thereafter, as set forth on the Capitalization Schedule attached ----------------------- hereto. None of the Company or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, other than as expressly provided in this Agreement and the Articles of Incorporation. As of the date of this AgreementClosing and immediately thereafter, all of the outstanding shares of HIthe Company's (and each of its Subsidiaries') capital stock shall be validly issued, fully paidpaid and nonassessable. (ii) Except in connection with the transactions contemplated hereby or in the Shareholders Agreement, and nonassessable and were issued in compliance with all applicable state and federal securities laws. There there are no statutory or contractual stockholder's preemptive rights or rights of first refusal, refusal with respect to the Shares issuance of the Series 2 Senior Preferred Stock, the Series 1 Senior Preferred Stock, the Series 3 Junior Preferred Stock or Underlying the Common Stock which have not been effectively waived in writinghereunder. HI The Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Shares, and assuming the accuracy any of the representations and warranties of the Investor set forth in Article 4 hereof, its capital stock or the offer, salesale or issuance of any of its debt securities. The offer, sale and issuance of the Shares Series 1 Senior Preferred Stock, the Series 2 Senior Preferred Stock, the Series 3 Junior Preferred Stock, and the Common Stock hereunder do does not require registration under the Securities Act or any applicable state securities laws. All Except for the rightsShareholders Agreement and the Registration Rights Agreement to be executed and delivered at the Closing and other agreements between the parties as set forth on the Capitalization Schedule, preferencesthere are no ----------------------- agreements between the Company's shareholders or among any other Person with respect to the voting, privileges and restrictions transfer or registration of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3Company's capital stock.

Capital Stock and Related Matters. (a) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of of: (a1) 147,000 10,000,000 shares of Class A Preferred Stockpreferred stock, all (i) of which is duly authorized and validly 500,000 shares shall be designated as Series A Preferred, none of which shall be issued and outstanding, (bii) 200,000 shares of Class B Preferred Stock of which 1,458,335 shares shall be designated as Series B Preferred, none will of which shall be issued and outstanding, (iii) of which 30,000 shares shall be designated as Series C Preferred, of which 17,358.824 shares shall be issued and outstanding, (iv) of which 32,000 shares shall be designated as Series D Preferred, of which (a) 5,498.319 shares shall be issued and outstanding and (b) 17,358.824 shares shall be reserved for future issuance upon conversion of the Series C Preferred, (v) of which 15,000 shares shall be reserved for future issuance under the Warrant Agreement and (vi) of which 105,000 shares shall be reserved for future issuance pursuant to this Agreement; and (2) 100,000,000 shares of Common Stock, of which 10,990,924 17,710,189 shares shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock)outstanding, 11,790,324 of which 9,142,858 shares shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred StockSeries D Preferred, and 5,154,408 of which 4,689,599 shares shall be reserved for issuance upon exercise of outstanding options and warrants. Except warrants to purchase Common Stock as aforesaid, as set forth on the attached "Capitalization Schedule." (b) As of the date of this AgreementClosing, HI neither the Company nor any Subsidiary shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans, except for the Preferred Stock, the Warrants and except as set forth on the attached Capitalization Schedule. The Capitalization Schedule accurately sets forth the following information with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the type of security, the number of shares covered, the exercise price, the expiration date and whether such security vests upon a "change in control". As of the date Closing, neither the Company nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of this Agreementits capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule and except pursuant to the Certificates of Designation. As of the Closing, all of the outstanding shares of HIthe Company's capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (c) There are no statutory or or, to the best of the Company's knowledge, contractual stockholder's stockholders preemptive rights or rights of first refusal, refusal with respect to the issuance of the Warrant Shares, the Warrants, or the Preferred Stock or the issuance of the Common Stock issuable upon conversion of the Warrant Shares or Underlying Common the Preferred Stock which have not been effectively waived in writingor upon exercise of the Warrants. HI The Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares hereunder Warrants and the Preferred Stock do not require registration under the Securities Act or any applicable state securities laws. All To the rights, preferences, privileges and restrictions best of the Shares Company's knowledge, there are no agreements between the Company's stockholders with respect to the voting or transfer of the Company's capital stock or with respect to any other aspect of the Company's affairs, except as set forth in on the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3Capitalization Schedule.

Capital Stock and Related Matters. (i) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 50,000,000 shares of Class preferred stock, of which (1) 815,000 shares shall be designated Series A Preferred, of which 815,000 shares of such Series A Preferred Stockshall be issued and outstanding, all (2) 5,000,000 shares shall be Series B Preferred of which is duly authorized 1,130,667 shares of such Series B Preferred shall be issued and validly outstanding, (3) 3,000,000 shares shall be Series C Preferred of which 760,256 shares of such Series C Preferred shall be issued and outstanding and (4) 1,052,632 shares shall be Series D Preferred of which 1,052,632 shares of such Series D Preferred shall be issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 25,000,000 shares of Common Stock, of which 10,990,924 3,290,040 shares shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which 3,758,555 shares shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all Stock and exercise of the Class B Preferred StockWarrant, and 5,154,408 (c) options to acquire 906,750 shares of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except Common Stock issued pursuant to the Company's Tandem Stock Option Plan dated March l, 1993 attached hereto as aforesaid, as Exhibit H. As of the date of this AgreementClosing, HI neither the Company nor any Subsidiary shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans, except for the Preferred Stock and the Warrant and except as set forth on the Capitalization Schedule attached hereto. The Capitalization Schedule accurately sets forth the following information with respect to all outstanding stock, and options and rights to acquire the Company's capital stock: the holder, the number of shares owned or covered, any applicable exercise price and any applicable expiration date (or, in lieu of the expiration date, any applicable grant date and the exercise term). As of the date Closing, neither the Company nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule and except pursuant to the Certificate of Determination and this Agreement. As of the Closing, all of the outstanding shares of HIthe Company's capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (ii) There are no statutory or contractual stockholder's stockholders preemptive rights or rights of first refusal, refusal with respect to the Shares or Underlying Common Stock which have not been effectively waived in writing. HI has not violated any applicable federal or state securities laws in connection with the offer, sale, or issuance of the Shares, and assuming Series D Preferred or the accuracy of Warrant hereunder or the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, and issuance of the Shares hereunder do not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions Common Stock upon conversion of the Shares are set forth in Series D Preferred or the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result exercise of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3.the

Capital Stock and Related Matters. (i) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI shall the Company will consist of (a) 147,000 300,000 shares of Class A Preferred StockCommon, all of which is duly authorized and validly ________________ shares will be issued and outstanding, (b) 200,000 350,000 shares of Class B Preferred Stock Common, of which none approximately ______________ shares will be issued and outstanding, and (bc) 100,000,000 350,000 shares of Common StockClass C Common, of which 10,990,924 shall ______________ shares will be duly authorized and validly issued and outstanding (before giving effect to the purchase outstanding. As of the Shares and Closing, the remainder of the Class B Preferred Stock), 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid, as of the date of this Agreement, HI shall Company will not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation featuresstock, nor shall will it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stockstock except as described in the Equity Purchase Agreement. As of the date Closing, the Company will not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of this Agreementits capital stock, except pursuant to its Charter and the Management Agreements with Johnson, Schilling, Xxxxxx Xxxxxx ("Xxxxxx") and Xxxxxxx Xxxxxxx ("Xxxxxxx"). As of the Closing, all of the outstanding shares of HIthe Company's capital stock shall will be validly issued, fully paidpaid and nonassessable. (ii) Except as provided in the Equity Purchase Agreement, and nonassessable and were issued in compliance with all applicable state and federal securities laws. There there are no statutory or contractual stockholder's stockholders preemptive rights or rights of first refusal, with respect to the Shares or Underlying Common issuance of the Stock which have not been effectively waived hereunder. Based in writing. HI part on the investment representations of the Purchasers in paragraph 5 above, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of any of the SharesStock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares Stock hereunder do not require registration under the Securities Act or any applicable state securities laws. All To the rights, preferences, privileges and restrictions best of the Shares Company's knowledge, there are set forth in no agreements among the Transaction Documents. No equity securities Company's stockholders with respect to the voting or rights transfer of the Company's capital stock or with respect to purchase equity securities provides for acceleration any other aspect of the Company's affairs other than the Equity Purchase Agreement, the Stockholders Agreement, the Registration Agreement or other changes in vesting provisions or other terms governing such securities as a result of a Public Offeringthe Management Agreements with Johnson, mergerMueller, consolidation, change of control or sale of assets except as described on Schedule 5.3Xxxxxx and Xxxxxxxxx.

Capital Stock and Related Matters. (i) As of March 31, 2006, the authorized capital stock of the Company consists of (a) 2,000,000 shares of preferred stock, of which no shares are designated, and (b) 50,000,000 shares of Common Stock, of which 30,222,983 shares are issued and outstanding and 6,254,418 shares are reserved under the Permitted Stock Plans (of which options for 4,504,463 shares of Common Stock have been granted). As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 2,000,000 shares of Class A preferred stock, of which 50,000 shares shall be designated as Series B Preferred Stock, Stock (all of which is duly authorized and validly shall be issued and outstanding, (b) 200,000 shares of Class B Preferred Stock and of which none will no other shares shall be outstandingdesignated, and (b) 100,000,000 50,000,000 shares of Common Stock, of which 10,990,924 30,222,983 shares (plus any shares issued upon the exercise of options between the date of this Agreement and the Closing Date) shall be duly authorized and validly issued and outstanding (before giving effect to outstanding, 6,254,418 shares shall be reserved under the purchase of the Shares Permitted Stock Plans and the remainder of the Class B Preferred Stock), 11,790,324 of which 4,255,320 shares shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaidset forth above or as disclosed in the Company SEC Reports, as of neither the date of this Agreement, HI shall not have Company nor any Subsidiary has outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible into or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall does it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stockstock or any stock appreciation rights or phantom stock plans, except for the Preferred Stock. As Neither the Company nor any Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock except pursuant to the date Certificate of this Agreement, all Designation. All of the outstanding shares of HI's the Company’s capital stock shall be are validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (ii) There are no statutory or or, to the Company’s Knowledge, contractual stockholder's shareholders’ preemptive rights or rights of first refusal, refusal with respect to the Shares issuance or Underlying sale of the Preferred Stock hereunder or the issuance of Common Stock which have not been effectively waived in writingupon conversion of the Preferred Stock. HI The Company has not violated any complied with all applicable federal or state securities laws in connection with the offer, sale, or issuance of the Shares, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares hereunder Preferred Stock hereunder, and such offer, issuance and sale do not require registration under the Securities Act or any applicable state securities laws. All Except such as would not reasonably be expected to have a Material Adverse Effect, the rightsCompany has complied with all applicable federal or state securities laws in connection with the offer, preferencessale or issuance of any of its capital stock. Except as disclosed in the Company SEC Reports, privileges there are no agreements between the Company and restrictions any of its shareholders or, to the Company’s Knowledge, among any of the Shares are set forth in Company’s shareholders with respect to the Transaction Documents. No equity securities voting or rights transfer of the Company’s capital stock or with respect to purchase equity securities provides for acceleration or any other changes in vesting provisions or other terms governing such securities as a result aspect of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3the Company’s affairs.

Capital Stock and Related Matters. (i) As of the date of this Agreement and immediately thereafterhereof, the authorized capital stock of HI the Company consists of 30,000,000 shares of Common Stock, of which 11,060,000 shares are issued and outstanding and are held beneficially and of record by the Sellers as set forth on the Capitalization Schedule attached hereto (free and clear of all Encumbrances) and of which 5,200,000 shares are reserved for issuance upon exercise of stock options authorized pursuant to the Stock Option Plans. As of the Closing and immediately thereafter (and after giving effect to the issuance of the Preferred Stock), the authorized capital stock of the Company shall consist of (a) 147,000 482,684 shares of Class A Redeemable Preferred Stock, all of which is duly authorized and validly shall be issued and outstanding, (b) 200,000 22,790,000 shares of Class B Convertible Preferred Stock Stock, of which none will 22,785,424 shall be outstanding, issued and outstanding and (bc) 100,000,000 50,000,000 shares of Common Stock, of which 10,990,924 2,212,000 shares shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which 22,790,000 shares shall be reserved for issuance upon conversion of the Class A Convertible Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, Stock and 5,154,408 of which 6,268,397 shares shall be reserved for issuance upon exercise of outstanding stock options and warrantsauthorized pursuant to the Stock Option Plans. Except as aforesaidset forth in the immediately preceding sentence or on the Capitalization Schedule, the Company does not have and as of the date of this Agreement, HI shall Closing Date will not have outstanding any stockany, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans, other than, as of the Closing Date, any options granted pursuant to the Stock Option Plans as of the Closing Date. The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, other than as expressly provided in or contemplated by this Agreement and, as of the Closing, pursuant to the Articles of Incorporation and the Shareholders Agreement. As of the date hereof and as of this Agreementthe Closing and immediately thereafter, all of the outstanding shares of HIthe Company's capital stock are or shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (ii) There are no statutory or contractual stockholder's shareholder preemptive rights or rights of first refusal, refusal or other similar restrictions with respect to the Shares issuance of the Preferred Stock hereunder or Underlying the issuance of any Common Stock upon the conversion of the Convertible Preferred Stock. Except for such violation or violations which individually or in the aggregate have not been effectively waived in writing. HI had and would not reasonably be expected to have a Material Adverse Effect, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Shares, any of its capital stock and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares hereunder do Preferred Stock hereunder, the grant of any stock options under the Stock Option Plans and the issuance of Common Stock upon the conversion of the Convertible Preferred Stock does not require registration under the Securities Act or any applicable state securities laws. All Except for the rightsShareholders Agreement to be executed and delivered at the Closing, preferences, privileges and restrictions there are no agreements or understandings between the Company's shareholders or among any other Person with respect to the voting or transfer of the Shares are set forth in Company's capital stock or with respect to any other aspect of the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3Company's governance.

Capital Stock and Related Matters. (i) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI the Company shall consist of (a) 147,000 shares of Class A Preferred Stock, all of which is duly authorized and validly issued and outstanding, (b) 200,000 5,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common Stock, of which 10,990,924 4,750 shares shall be duly authorized issued and validly outstanding, 50,000 shares of Class A Common, of which 27,000 shares shall be issued and outstanding (before giving effect to the purchase and 10,000 shares of the Shares and the remainder of the Class B Preferred Stock)preferred stock, 11,790,324 none of which shall be reserved for issuance upon conversion issued and outstanding. As of the Class A Preferred StockClosing, 2,833,565 of which neither the Company nor any Subsidiary shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid, as of the date of this Agreement, HI shall not have outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans, except as set forth in this Agreement. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock. As of the date of this AgreementClosing, all of the outstanding shares of HIthe Company's capital stock shall be validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (ii) There are no statutory or or, to the best of the Company's knowledge, except as contemplated by this Agreement, contractual stockholder's stockholders preemptive rights or rights of first refusal, refusal with respect to the Shares or Underlying issuance of the Class B Common Stock which have not been effectively waived in writinghereunder. HI To the best of the Company's knowledge, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares Class B Common Stock hereunder do not require registration under the Securities Act or any applicable state securities laws. All To the rights, preferences, privileges and restrictions best of the Shares Company's knowledge, there are set forth in no agreements between the Transaction Documents. No equity securities Company's stockholders with respect to the voting or rights transfer of the Company's capital stock or with respect to purchase equity securities provides for acceleration or any other changes in vesting provisions or other terms governing such securities as a result aspect of a Public Offeringthe Company's affairs, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3contemplated by this Agreement.

Capital Stock and Related Matters. (i) As of the date of this Agreement Closing and immediately thereafter, the authorized capital stock of HI Premier shall consist of (ai) 147,000 twenty million (20,000,000) shares of Class A Preferred Stockpreferred stock, par value $.10 per share, of which no shares other than the Stock shall be issued and outstanding and (ii) eight hundred fifty million (850,000,000) shares of common stock, par value $.0004 per share (referred to herein as Premier's common stock), of which one million seven hundred seventy-five thousand twenty-five (1,775,025) shares plus the shares issued to Equisition pursuant to the First Stock Purchase Agreement shall be issued and outstanding. Upon the Closing, all of which is duly authorized and validly issued and outstanding, (b) 200,000 the outstanding shares of the Company's capital stock (including the Stock) shall be validly issued, fully paid and nonassessable. (ii) Except for Premier's Class B Preferred A Warrants, Incentive Stock of which none will be outstandingOptions, Non-Plan Options (referred to in (iii) below) and agreements to issue no more than twenty-five thousand (b25,000) 100,000,000 shares of Common Stockcommon stock (and except for the Investor Warrant, of which 10,990,924 shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares Infusion Warrant and the remainder of Equisition Warrant and the Class B Preferred Stockrights under the Registration Agreements (defined on Exhibit C), 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid), as of the date of this AgreementClosing, HI (a) Premier shall not have outstanding any stock, investment rights, options, debt instrument or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor (b) Premier shall it not have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock. , (c) there shall be no anti-dilution or registration rights to which any holder of securities of Premier is entitled and (d) Premier shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock. (iii) As of the date Closing and immediately thereafter (including after giving effect to the Incentive Stock Options under the Executive Employment Agreements (defined on Exhibit C), the number of this Agreementshares of common stock underlying the Class A Warrants shall be 1,858,334, all under the Incentive Stock Options shall be 350,000 and under the Non-Plan Options shall be 37,000, and the average exercise price of the outstanding shares of HI's capital stock Incentive Stock Options and the Non-Plan Options shall be validly issued, fully paid, and nonassessable and were issued in compliance with all applicable state and federal securities laws. not exceed $2.05. (iv) There are no statutory or contractual stockholder's shareholders preemptive rights or rights of first refusal, refusal or similar rights with respect to Premier's issuance and sale of the Shares Stock hereunder or Underlying Common the issuance of common stock upon exercise or conversion of the warrants and Stock which have not been effectively waived in writing. HI to be issued pursuant to this Agreement, the Management Services Agreement and the First Stock Purchase Agreement. (v) Premier has not violated violated, and has fully complied with, any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of any of its capital stock (including, without limitation, the SharesStock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereofWarrant, the offerInfusion Warrant and the Equisition Warrant). To the best of Premier's knowledge, salethere are no agreements between its shareholders with respect to the voting or transfer of Premier's capital stock or with respect to any other aspect of its affairs. (vi) Premier has not granted any appreciation rights, and issuance phantom rights or other rights or interests having profit participation or other equity features or providing economic incentives or benefits based upon the income or other measure of the Shares hereunder do not require registration under the Securities Act performance of Premier or any applicable state securities laws. All the rightsdistribution on, preferences, privileges and restrictions transaction involving or valuation of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result any capital stock of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3.Premier

Capital Stock and Related Matters. (i) As of the date of this Agreement Effective Date and immediately thereafter, the authorized capital stock of HI shall consist EDI consists solely of (a) 147,000 50,000,000 shares of Class A Preferred Stockcommon stock, all par value $0.01 (the "EDI CAPITAL STOCK"), of which is duly authorized and validly 15,150,313 shares, which includes 800,000 shares to be issued pursuant to this Agreement, shall be issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common Stock, of which 10,990,924 shall be duly authorized and validly issued and outstanding (before giving effect to the purchase . As of the Shares and the remainder of the Class B Preferred Stock)Effective Date, 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid, as of the date of this Agreement, HI shall not have neither EDI nor its Subsidiary has outstanding any stock, investment rights, options, stock or securities convertible, exercisable, convertible or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans. As of the Effective Date, neither EDI nor its Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock. As of the date of this AgreementEffective Date, all of the outstanding shares of HI's capital stock shall be EDI Capital Stock are validly issued, fully paid, paid and nonassessable and were issued in compliance with all applicable state and federal securities laws. nonassessable. (ii) There are no statutory or or, to the best of EDI's knowledge, contractual stockholder's stockholders preemptive rights or rights of first refusal, refusal with respect to the Shares or Underlying Common issuance of EDI's Capital Stock which have not been effectively waived in writinghereunder. HI EDI has not violated any applicable federal or state securities laws in connection with the offer, sale, sale or issuance of the Sharesany of its capital stock, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, sale and issuance of the Shares EDI's Capital Stock hereunder do not require registration under the Securities Act or any applicable state securities laws. All To the rightsbest of EDI's knowledge, preferences, privileges and restrictions there are no agreements between EDI's stockholders with respect to the voting or transfer of the Shares are set forth in the Transaction Documents. No equity securities EDI's capital stock or rights with respect to purchase equity securities provides for acceleration or any other changes in vesting provisions or other terms governing such securities as a result aspect of a Public Offering, merger, consolidation, change of control or sale of assets except as described on Schedule 5.3EDI's affairs.