Common use of Capital Stock of the Company Clause in Contracts

Capital Stock of the Company. (i) As of the date hereof, the authorized capital stock of the Company consists of 20,000,000 shares of voting common stock, par value $.01 per share, non-voting common stock, $.01 per share, and shares of Class B Convertible Non-Voting Common Stock, par value $.01 per share ("Class B Non-Voting Stock"), of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock are duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 4(d), upon the filing of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will be, no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument to which the Company is a party or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of the Company. There are no equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may vote. (ii) The names and addresses of, and number of Shares held by, all holders of Shares are set forth on Schedule 4(d).

Capital Stock of the Company. (ia) As of the date hereofof this Agreement, the authorized capital stock of the Company consists of 20,000,000 100,000,000 shares of voting common stock, par value $.01 per share, non-voting common stock, $.01 per share, and shares of Class B Convertible Non-Voting Company Common Stock, par value $.01 per share ("Class B Non-Voting Stock"), of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock 17,182,704 are duly authorized and validly issued and outstanding, and 100,000 shares of Preferred Stock, of which none are issued and outstanding. No shares of Company Common Stock are held in the treasury of the Company. Such issued shares of Company Common Stock have been duly authorized, validly issued, are fully paid and nonassessable, and are free of preemptive rights. Except as set forth on Schedule 4(dThe Company has not declared or paid any dividend, or declared or made any distribution on, or authorized the creation or issuance of, or issued, or authorized or effected any split-up or any other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock. The Company has not agreed to take any such action, and there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. (b) Section 2.2(b) of the Company Disclosure Letter lists all outstanding options (including the holders of Company Stock Options), upon warrants or other rights to subscribe for, purchase or acquire from the filing of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized Company any capital stock of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will be, no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument to which the Company is a party or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible into or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of for capital stock of the Company. There are no equity securities stock appreciation rights (“SARs”) attached to the options, warrants or rights. (c) Except for obligations under the USECB Joint Venture, and except as otherwise described in this Section 2.2 or as described in Section 2.2(b) of the Company reserved for issuance for Disclosure Letter, the Company is not subject to or bound by any purpose except for securities reserved for issuance for outstanding option, warrant, call, subscription or other right (including any preemptive or similar right), agreement, arrangement or commitment which (i) obligates the purposes set forth on Schedule 4(d)Company to issue, sell or transfer, or repurchase, redeem or otherwise acquire, any shares of the capital stock or other equity interests of the Company, (ii) obligates the Company to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) or any other entity, (iii) restricts the transfer of any shares of capital stock of the Company or (iv) relates to the holding, voting or disposition of any shares of capital stock of the Company. There are no outstanding No bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders the stockholders of the Company may votevote are issued or outstanding. (ii) The names and addresses of, and number of Shares held by, all holders of Shares are set forth on Schedule 4(d).

Capital Stock of the Company. (ia) As of the date hereof, the The authorized capital stock of the Company consists of 20,000,000 200 shares of voting common stock, no par value $.01 per share, non-voting of which 100 shares are issued and outstanding. The issued and outstanding shares of common stock, $.01 per sharestock of the Company (comprising all of the Shares) are owned as follows: 50 shares are owned by Xxxxxx, and 50 shares of Class B Convertible Non-Voting Common Stock, par value $.01 per share ("Class B Non-Voting Stock"), of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock are owned by West. Each outstanding Share has been duly authorized and validly issued issued, and outstanding, is fully paid and nonassessablenon-assessable. Except as set forth on Schedule 4(d), upon the filing of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will be, There are no outstanding (i) shares of capital stock or other equity voting securities of the Company outstanding. Except other than those owned by the Shareholders, as set forth on Schedule 4(d)above, no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws (ii) securities of the Company or any agreement, contract or instrument to which the Company is a party or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible into or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem any for shares of capital stock or other voting securities of the Company or Company, (iiiii) that give any person the right to receive any benefits options (including employee stock options), warrants or rights similar of conversion or other rights, agreements, arrangements or commitments obligating, or which may obligate, the Company to sell or issue any rights enjoyed by or accruing to the holders of additional shares of capital stock of the Company. There are no equity 's capital stock, (iv) obligations of the Company to issue any voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, or (v) equity equivalents, interests in the ownership or earnings, or other similar rights of or with respect to the Company reserved for issuance for any purpose except for securities reserved for issuance for (the purposes set forth on Schedule 4(ditems in clauses (i), (ii), (iii), (iv) and (v) being referred to collectively as the "Company ------- Securities"). There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders obligations of the Company may voteto repurchase, ---------- redeem or otherwise acquire any of the Company Securities. (iib) The names and addresses ofShareholders now have, and on the Closing Date will have, good, valid and marketable title to the number and class of Shares held by, all holders of Shares are set forth listed opposite such Shareholder's name on Schedule 4(d2.2(b), free and clear of any Stock --------------- Encumbrances (as defined below). The Shareholders now have, and on the Closing Date will have, the legal right and power, and all consents, approvals and authorizations required by law, to enter into this Agreement and to sell, transfer and deliver such shares in the manner provided in this Agreement, and no such action will contravene any provision of applicable law or any agreement or other instrument binding upon such Shareholder or any writ, order or injunction of any court or other governmental body. Upon Closing, the Shareholders shall transfer to Purchaser all right, title and interest in and to the Shares, (including, without limitation, the community property interest each Shareholder may have in the Shares held by the other Shareholder), free and clear of any Stock Encumbrances. As used in this Agreement, "Stock Encumbrances" ------------------ shall mean any security interest, pledge, lien, charge, adverse claim of ownership or use, or any restriction on ownership, use, voting, transfer or receipt of dividends, or any encumbrance of any kind.

Capital Stock of the Company. (ia) As of the date hereof, the The authorized capital stock of the Company consists solely of 20,000,000 11,000 shares of voting common stock, par value $.01 per share, non-voting common stock, $.01 per share, and shares of Class B Convertible Non-Voting Common Stock, par value $.01 0.001 per share ("Class B Non-Voting Company Common Stock"), of which 360,526 10,241 shares are issued and outstanding as of such voting common stock, 6,999,000 shares of such non-voting common stock the date hereof; and (ii) no shares of Class B Non-Voting Stock are duly capital stock of the Company in treasury. The Company has no authorized and validly or outstanding preferred stock. Each share of the issued and outstandingoutstanding Company Common Stock of the Company is duly authorized, validly issued, fully paid and nonassessable. Except as set forth on Schedule 4(d), upon the filing Section 3.2(a) of the Recapitalization Amendments Company Disclosure Schedule sets forth a complete and immediately prior to accurate list specifying the Effective Timenumber of shares of Company Common Stock held by each Company Stockholder. (b) The Company has no subscriptions, options, warrants, calls, commitments and other rights of any kind for the authorized purchase or acquisition of, and any securities convertible or exchangeable for, any capital stock of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will be, Company. (c) There are no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument agreements to which the Company is a party or by which it is bound with respect to the voting (including voting trusts or proxies), registration under the Securities Act, or sale or transfer (including agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or "drag-along" rights) of any securities of its properties or assets is boundthe Company. Except as set forth on Schedule 4(d)To the Knowledge of the Company, there are no outstanding warrantsagreements among other parties, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is not a party and by which it is not bound, with respect to the voting (including voting trusts or may become obligated proxies) or sale or transfer (including agreements relating to issuerights of first refusal, sell, purchase, return co-sale rights or redeem "drag-along" rights) of any shares of capital stock or other securities of the Company or Company. (iid) that give any person All of the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of the Company. There are no equity 's Common Stock issued, sold and delivered prior to the Closing were duly and validly issued, fully paid, nonassessable, free of restrictions on transfer (other than pursuant to applicable securities of the Company reserved for issuance for any purpose except for laws) and were issued in full compliance with all applicable federal and state securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may votelaws. (iie) The names Information Statement, together with true and addresses ofcomplete copies of the Parent SEC documents were delivered by the Company to each of its stockholders on September 6, and number 2003. The first addendum to the Information Statement was delivered by the Company to each of Shares held by, all holders its Stockholders prior to the execution of Shares are set forth on Schedule 4(d)this Agreement.

Capital Stock of the Company. (ia) As The Company has an authorized share capital of 2,000,000 Preferred Shares (of which 250,000 shares have been designated Class A Preferred Shares, and the remainder are undesignated) and 50,000,000 Common Shares. Attached hereto as Schedule 5.3 is the capitalization of the Company as of the date hereof, including all Company Securities, as defined below. (b) As of the authorized Signing Date, (i) 250,000 Class A Preferred Shares and 10,662,398 Common Shares are issued and outstanding, (ii) there were 675,000 Common Shares underlying outstanding stock options and restricted share units, in each case issued under the Company’s 2015 Incentive Plan (of which the Company has provided Buyer a true, correct and complete copy prior to the Signing Date), (iii) there were 107,913 Common Shares underlying outstanding warrants of the Company (of which the Company has provided Buyer a true, correct and complete copy prior to the Signing Date) and (iv) no other shares of capital stock of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. All of the outstanding shares of capital stock of the Company consists of 20,000,000 shares of voting common stock, par value $.01 per share, non-voting common stock, $.01 per share, and shares of Class B Convertible Non-Voting Common Stock, par value $.01 per share ("Class B Non-Voting Stock"), of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock are have been duly authorized and validly issued and outstandingissued, are fully paid and nonassessable. nonassessable and were issued in compliance with all applicable Legal Requirements, the Company’s organizational documents and any Company Contracts. (c) Except as set forth on Schedule 4(d)5.3, upon or disclosed in the filing of Company SEC Documents filed with or furnished to the Recapitalization Amendments and immediately SEC prior to the Effective Time, the authorized capital stock of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentencesSigning Date, there areare no options, and after the filing warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, restricted stock units, restricted stock, stock-based performance units, commitments, contracts, arrangements or undertakings of the Recapitalization Amendments there will be, no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument kind to which the Company is a party or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) bound (i) pursuant to which obligating the Company is or may become obligated to issue, selldeliver or sell or cause to be issued, purchasedelivered or sold, return or redeem any additional shares of capital stock of, or other securities of equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity interest in, the Company, or any Voting Company Debt (as defined below), (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking or (iiiii) that give any person Person the right to receive any benefits economic benefit or rights right similar to any or derived from the economic benefits and rights enjoyed by or accruing to the holders of capital stock of, or other equity interests in, the Company (together with the Common Shares and the Class A Preferred Shares, the “Company Securities”). Any warrant obligating the Company to issue any Company Securities that is outstanding prior to the Second Stage Closing shall only entitle its holder to receive the Merger Consideration and shall be cancelled at the Merger Effective Time. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company. There are no proxies (other than proxies solicited by the Company for purposes of the Company Stockholder Approval), voting trusts or other agreements or understandings to which the Company is a party or is bound with respect to the voting of or giving consent by the capital stock of, or other equity interests in, the Company. There are no preemptive or similar rights granted by the Company to any holders of any class or series of securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d)Company. There are no outstanding bonds, debentures, notes or other indebtedness obligations of the Company, the holders of which have the right to vote (or which are convertible into or exchangeable or exercisable for securities having the right to vote vote) with the Company’s stockholders on any matters on which shareholders of the matter (“Voting Company may voteDebt”). (iid) Upon consummation of the First Stage Closing, Buyer will own the First Stage Shares free and clear of all Encumbrances and such shares shall have been duly authorized and validly issued, be fully paid and nonassessable and issued in compliance with all applicable Legal Requirements, the Company’s organizational documents and any Company Contracts. (e) The names and addresses ofCompany does not have, and number of Shares held byhas never had, all holders of Shares are set forth on Schedule 4(d)any Subsidiaries or equity interest in any Person. There is no Company Contract currently or prospectively requiring the Company to form or participate in or make any capital contribution to or investment in any Person.

Capital Stock of the Company. (ia) As of the date hereof, the The authorized capital stock of the Company consists of 20,000,000 (i) 100,000 shares of voting common stock, par value $.01 per share, non-voting common stock, $.01 per share, and shares of Class B Convertible Non-Voting Common Stock, par value $.01 per share stock ("Class B Non-Voting Company Common Stock"), of which 360,526 100,000 shares are issued and outstanding as of such voting common stock, 6,999,000 shares of such non-voting common stock and the date hereof; (ii) no shares of Class B Non-Voting Stock are duly authorized capital stock of the Company in treasury; and validly (iii) no shares of preferred stock. Each share of the issued and outstandingoutstanding capital stock of the Company is duly authorized, validly issued, fully paid and nonassessable. Except as set forth on Schedule 4(d), upon the filing SECTION 3.2(A) of the Recapitalization Amendments Company Disclosure Schedule sets forth a complete and immediately prior to accurate list specifying the Effective Timenumber of shares of Company Common Stock held by each Company Shareholder. (b) There are no subscriptions, options, warrants, calls, commitments and other rights of any kind for the authorized purchase or acquisition of, and any securities convertible or exchangeable for, any capital stock of the Company shall consist Company, including the holder thereof, the number of 50,000,000 shares of Voting Company Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will be, no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable lawthereto, the Certificate exercise price, date of Incorporation or By-laws grant, vesting schedule and expiration thereof and any terms regarding the acceleration of the Company or any agreement, contract or instrument vesting thereof. (c) There are no agreements to which the Company is a party or by which it is bound with respect to the voting (including voting trusts or proxies), registration under the Securities Act, or sale or transfer (including agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or "drag-along" rights) of any securities of its properties or assets is boundthe Company. Except as set forth on Schedule 4(d)To the Knowledge of the Company, there are no outstanding warrantsagreements among other parties, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is not a party and by which it is not bound, with respect to the voting (including voting trusts or may become obligated proxies) or sale or transfer (including agreements relating to issuerights of first refusal, sell, purchase, return co-sale rights or redeem "drag-along" rights) of any shares of capital stock or other securities of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of the Company. There are no equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may vote. (ii) The names and addresses of, and number of Shares held by, all holders of Shares are set forth on Schedule 4(d).

Capital Stock of the Company. (i) As of the date hereof, the The authorized capital stock of the Company consists of 20,000,000 25,000,000 shares of voting common Company Common Stock, of which 9,073,653 are issued and outstanding, and 5,000,000 shares of preferred stock, par value $.01 0.01 per share, non-voting common stockof which no shares are issued and outstanding. In addition, $.01 per share, and 2,500,000 shares of Class B Convertible Non-Voting Company Common Stock were reserved for issuance pursuant to the Option Plan and, as of the date of this Agreement, 75,000 shares of Company Common Stock had been issued pursuant to the exercise of options under the Option Plan. As of the date of this Agreement, there are no outstanding options, warrants, or other agreements to acquire any shares of Company Common Stock, par value $.01 per share except as disclosed in Section 2.2 of that certain letter of even date herewith from the Company to Parent (the "Class B Non-Voting StockCompany Disclosure Letter"), of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock are duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 4(d), upon the filing of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will beabove, no shares of capital stock or other equity voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth on Schedule 4(d), no such Excluding the number of shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument to which the Company is a party or Common Stock currently owned by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(dRoyalstar (4,419,110), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem any and will be 4,654,543 shares of capital stock or other securities Company Common Stock issued and outstanding as of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders date of shares this Agreement and as of capital stock of the Company. There are no equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d)Effective Time. There are no outstanding stock appreciation rights. The Company has not issued any bonds, debentures, notes or other indebtedness of the Company that, by the terms thereof, grant the holder thereof (other than Parent), the right to vote (or are convertible into, or exchangeable for, securities having the right to vote vote) on any matters on which shareholders stockholders of the Company may vote. . There are no shares of Company Common Stock held in the treasury of the Company. The issued and outstanding shares of Company Common Stock have been and are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. Except as disclosed in the Filed SEC Documents (ii) The names and addresses as defined below), the Company has not, subsequent to December 31, 1995, declared or paid any dividend, or declared or made any distribution on, or authorized the creation or issuance of, or issued, or authorized or effected any split-up or any other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock. The Company has not heretofore agreed to take any such action, will not take any such action during the period between the date of this Agreement and number the Effective Time of Shares held bythe Merger, all holders and there are no outstanding contractual obligations of Shares are set forth on Schedule 4(d)the Company to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company.

Capital Stock of the Company. (ia) As of the date hereof, the The authorized capital stock of the Company consists of 20,000,000 (i) 100,000 shares of voting common stock, par value $.01 per share, non-voting common stock, $.01 per share, and shares of Class B Convertible Non-Voting Common Stock, par value $.01 0.001 per share ("Class B Non-Voting Company Common Stock"), of which 360,526 100,000 shares are issued and outstanding as of such voting common stock, 6,999,000 shares of such non-voting common stock and the date hereof; (ii) no shares of Class B Non-Voting Stock are duly authorized capital stock of the Company in treasury; and validly (iii) no shares of preferred stock. Each share of the issued and outstandingoutstanding capital stock of the Company is duly authorized, validly issued, fully paid and nonassessable. Except as set forth on Schedule 4(d), upon the filing Section 3.2(a) of the Recapitalization Amendments Company Disclosure Schedule sets forth a complete and immediately prior to accurate list specifying the Effective Timenumber of shares of Company Common Stock held by each Shareholder. (b) There are no subscriptions, options, warrants, calls, commitments and other rights of any kind for the authorized purchase or acquisition of, and any securities convertible or exchangeable for, any capital stock of the Company shall consist Company, including the holder thereof, the number of 50,000,000 shares of Voting Company Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will be, no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable lawthereto, the Certificate exercise price, date of Incorporation or By-laws grant, vesting schedule and expiration thereof and any terms regarding the acceleration of the Company or any agreement, contract or instrument vesting thereof. (c) There are no agreements to which the Company is a party or by which it is bound with respect to the voting (including voting trusts or proxies), registration under the Securities Act, or sale or transfer (including agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or "drag-along" rights) of any securities of its properties or assets is boundthe Company. Except as set forth on Schedule 4(d)To the Knowledge of the Company, there are no outstanding warrantsagreements among other parties, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is not a party and by which it is not bound, with respect to the voting (including voting trusts or may become obligated proxies) or sale or transfer (including agreements relating to issuerights of first refusal, sell, purchase, return co-sale rights or redeem "drag-along" rights) of any shares of capital stock or other securities of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of the Company. There are no equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may vote. (ii) The names and addresses of, and number of Shares held by, all holders of Shares are set forth on Schedule 4(d).

Capital Stock of the Company. (ia) As of the date hereof, the The authorized capital stock of the Company consists of 20,000,000 (i) 25,000,000 shares of voting common stockCompany Common Stock and (ii) 10,000,000 shares of Preferred Stock, $.10 par value $.01 per share, non-voting common stock, $.01 per share, and share (the "Preferred Stock"). 9,204,778 shares of Class B Convertible Non-Voting Company Common Stock are outstanding and held of record by the Sellers listed on Schedules I, II or III, respectively, no shares of Preferred Stock are outstanding and no other shares of capital stock of the Company are outstanding. Except for this Agreement and the transactions contemplated hereby and except for the Stockholders' Agreement and as set forth in Section 3.2 of the Company's Disclosure Schedule (the "Company Disclosure Schedule"), there are no agreements, arrangements, convertible securities, warrants, options, puts, calls, rights, employee benefit plans or other commitments or understandings of any character to which the Company, or to the knowledge of the Company, any Seller is a party or is subject relating to the issuance, sale, purchase, redemption, repurchase, conversion, exchange, registration, control, voting or transfer of any shares of Company Common Stock, par value $.01 per share ("Class B Non-Voting Stock")Preferred Stock or other securities or equity interests of the Company. Except as set forth in Section 3.2 of the Company Disclosure Schedule, all of which 360,526 the outstanding shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Company Common Stock are duly authorized and validly issued and outstanding, fully paid and nonassessable, free of any preemptive or subscription rights, and, upon delivery pursuant to Article II hereof, the Shares will be duly and validly issued and fully paid and nonassessable, free of any preemptive or subscription rights and, assuming the performance by Buyer or Merger Sub of their respective obligations hereunder, free and clear of all Encumbrances. (b) Except as set forth in Section 3.2 of the Company Disclosure Schedule, the Company owns all of the issued and outstanding shares of capital stock of each of its Subsidiaries (a list of which is set forth in Section 3.2 of the Company Disclosure Schedule) and except as set forth in Section 3.2 of the Company Disclosure Schedule, there are no agreements, arrangements, convertible securities, warrants, options, puts, calls, rights, employee benefit plans or other commitments or understandings of any character to which the Company or any Subsidiary is a party or is subject relating to the issuance, sale, purchase, redemption, repurchase, conversion, exchange, registration, control, voting or transfer of any shares of capital stock of any Subsidiary to any party other than the Company or any of its wholly-owned Subsidiaries. Except as set forth on Schedule 4(d), upon the filing in Section 3.2 of the Recapitalization Amendments Company Disclosure Schedule, all of the issued and immediately prior to the Effective Time, the authorized outstanding shares of capital stock of each of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be Subsidiaries are duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentences, there arefree of any preemptive or subscription rights, and after the filing free and clear of the Recapitalization Amendments there will beall Encumbrances, no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument to which the Company is a party or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of the Company. There are no equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may votePermitted Encumbrances. (ii) The names and addresses of, and number of Shares held by, all holders of Shares are set forth on Schedule 4(d).

Capital Stock of the Company. (ia) The Company has an authorized share capital of 2,000,000 Preferred Shares (of which 250,000 shares have been designated Class A Preferred Shares and the remainder are undesignated) and 50,000,000 Common Shares. Attached hereto as Schedule 5.3 is the capitalization of the Company as of the Signing Date, including all Company Securities, as defined below. (b) As of the date hereofSigning Date, 11,184,177 Common Shares and 250,000 Class A Preferred Shares are issued and outstanding, (ii) there were 668,500 Common Shares underlying outstanding Options and RSUs, in each case issued under the Company’s 2017 Stock Incentive Plan (of which the Company has provided the Buyer a true, correct and complete copy prior to the Signing Date), (iii) there were no Common Shares underlying outstanding Warrants (of which the Company has provided the Buyer a true, correct and complete copy prior to the Signing Date) and (iv) no other shares of capital stock of, or other equity interests in, the authorized Company were issued, reserved for issuance or outstanding. All of the outstanding shares of capital stock of the Company consists of 20,000,000 shares of voting common stock, par value $.01 per share, non-voting common stock, $.01 per share, and shares of Class B Convertible Non-Voting Common Stock, par value $.01 per share ("Class B Non-Voting Stock"), of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock are have been duly authorized and validly issued and outstandingissued, are fully paid and nonassessable. nonassessable and were issued in compliance with all applicable Legal Requirements, the Company’s organizational documents and any Company Contracts. (c) Except as set forth on Schedule 4(d), upon the filing of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentences5.3, there areare no options, and after the filing warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, restricted stock units, restricted stock, stock-based performance units, commitments, contracts, arrangements or undertakings of the Recapitalization Amendments there will be, no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument kind to which the Company is a party or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) bound (i) pursuant to which obligating the Company is or may become obligated to issue, selldeliver or sell or cause to be issued, purchasedelivered or sold, return or redeem any additional shares of capital stock of, or other securities of equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity interest in, the Company, or any Voting Company Debt (as defined below), (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking or (iiiii) that give any person Person the right to receive any benefits economic benefit or rights right similar to any or derived from the economic benefits and rights enjoyed by or accruing to the holders of capital stock of, or other equity interests in, the Company (together with the Common Shares and the Class A Preferred Shares and Class B Preferred Shares, the “Company Securities”). Any Warrant, Option or RSU obligating the Company to issue any Company Securities that is outstanding prior to the Acquisition Closing shall be required to comply with Section 4.2 in connection therewith. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company. There are no proxies, voting trusts or other agreements or understandings to which the Company is a party or is bound with respect to the voting of or giving consent by the capital stock of, or other equity interests in, the Company. There are no preemptive or similar rights granted by the Company to any holders of any class or series of securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d)Company. There are no outstanding bonds, debentures, notes or other indebtedness obligations of the Company, the holders of which have the right to vote (or which are convertible into or exchangeable or exercisable for securities having the right to vote vote) with the Company’s stockholders on any matters on which shareholders of the matter (“Voting Company may voteDebt”). (iid) Upon consummation of the Investment Closing, Buyer will own the Investment Shares free and clear of all Encumbrances and such shares, along with the Acquisition Shares, shall have been duly authorized and validly issued, be fully paid and nonassessable and issued in compliance with all applicable Legal Requirements, the Company’s organizational documents and any Company Contracts. (e) The names and addresses ofCompany does not have, and number of Shares held byhas never had, all holders of Shares are set forth on Schedule 4(d)any Subsidiaries or equity interest in any Person. There is no Company Contract currently or prospectively requiring the Company to form or participate in or make any capital contribution to or investment in any Person.

Capital Stock of the Company. (i) As of the date hereof, the The authorized capital stock of the Company consists of 20,000,000 shares of voting common stock, par value $.01 per share, non-voting common stock, $.01 per share, and 120,565,000 shares of Class B Convertible Non-Voting A Common Stock, par value $.01 0.001 per share ("Class B Non-Voting Stock")share, of which 360,526 1,000 shares, constituting the Common Shares, are issued and outstanding, 20,000 shares of such voting common stockClass A Preferred Stock, 6,999,000 shares par value $0.01 per share, of such non-voting common stock which 20,000 shares, constituting the Class A Preferred Shares, are issued and no outstanding, and 10,000 shares of Class B Non-Voting Stock Preferred Stock, par value $0.01 per share, of which 10,000 shares, constituting the Class B Preferred Shares, are duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 4(d), upon for the filing of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentencesShares, there are, and after the filing of the Recapitalization Amendments there will be, are no shares of capital stock or other equity securities of the Company issued, reserved for issuance or outstanding. Except as set forth on Schedule 4(d)The Shares are duly authorized, no such shares have been validly issued, fully paid and nonassessable and not subject to or issued in violation of, or are subject to, of any purchase option, callcall option, right of first refusal, preemptivepreemptive right, subscription right or any similar right under any provision of applicable lawthe Illinois Business Corporation Act of 1983, the Certificate articles of Incorporation incorporation or Byby-laws of the Company or any agreementContract to which the Company is a party or by which the Company is otherwise bound. There are not any bonds, contract debentures, notes or instrument other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Shares may vote ("Voting Company Debt"). Except as set forth above and under the Rights Plan and the arrangements for payment of certain fixed sales bonuses ("Fixed Sales Bonuses") pursuant to letter agreements dated January 11, 1999 which provide for a maximum aggregate amount payable by the Company of $912,500, there are not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights or other commitments to which the Company is a party or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) bound (i) pursuant to which obligating the Company is or may become obligated to issue, deliver or sell, purchaseor cause to be issued, return delivered or redeem any sold, additional shares of capital stock or other securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, right, security or other commitment, or (iii) that give any person the right to receive any benefits economic benefit or rights right similar to any or derived from the economic benefits and rights enjoyed by or accruing to the holders of Shares. Except as provided in the Articles of Incorporation of the Company, as amended, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company. There are no equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may vote. (ii) The names and addresses of, and number of Shares held by, all holders of Shares are set forth on Schedule 4(d).

Capital Stock of the Company. (ia) As of the date hereof, the The authorized capital stock of the Company consists of 20,000,000 (i) 9,000,000 shares of voting common stock, par value $.01 per share, non-voting common stock, $.01 per share, and shares of Class B Convertible Non-Voting Common Stock, par value $.01 0.001 per share ("Class B Non-Voting “Company Common Stock"”), of which 360,526 4,270,000 shares of such voting common stock, 6,999,000 shares of such non-voting common stock are issued and outstanding; (ii) no shares of Class B Non-Voting Stock capital stock of the Company are duly authorized and validly held in treasury; (iii) 4,016,000 shares of Series A Preferred Stock, $0.001 par value per share (the “Company Preferred Stock”), of which 4,016,000 shares are issued and outstanding. Each share of the issued and outstanding capital stock of the Company is duly authorized, validly issued, fully paid and nonassessable. Except as set forth on Schedule 4(d), upon the filing Section 3.2(a) of the Recapitalization Amendments Company Disclosure Schedule sets forth a complete and immediately prior to accurate list specifying the Effective Timenumber of shares of Company Common Stock and Company Preferred Stock held by each registered holder thereof. (b) Section 3.2(b) of the Company Disclosure Schedule sets forth a list and description of all Company Options, Company Warrants and other rights of any kind for the authorized purchase or acquisition of, and any securities convertible or exchangeable for, any capital stock of the Company shall consist granted by the Company other than Company Preferred Stock (collectively, the “Convertible Company Securities”), including the holder thereof, the number and class or series of 50,000,000 shares of Voting Common Company Stock subject thereto, the exercise price and Non-Voting Common Stockdate of grant thereof. Each of such Convertible Company Securities has been granted in compliance with all applicable laws, statutes and regulations, whether federal or state. (c) Except for agreements between the Company and the Series A Preferred Stockholders incidental to the Series A Purchase Right, true and complete copies of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentenceshave been made available to Parent, there are, and after the filing of the Recapitalization Amendments there will be, are no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument agreements to which the Company is a party or by which it is bound with respect to the voting (including voting trusts or any of its properties or assets is bound. Except as set forth on Schedule 4(dproxies), there are no outstanding warrantsregistration under the Securities Act, options, or sale or transfer (including agreements relating to pre-emptive rights, "phantom" stock rights of first refusal, co-sale rights or “drag-along” rights, agreements, convertible or exchangeable ) of any securities or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of the Company. There are no equity agreements among other parties, to which the Company is not a party and by which it is not bound, with respect to the voting (including voting trusts or proxies) or sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may voteCompany. (iid) The names and addresses ofCompany has no obligation to, and number no Person has any right to cause the Company to, under any employment agreement, stock option plan, warrant agreement or other contract or agreement, offer for sale, sell, issue or reserve for issuance, whether or not for consideration, any shares of Shares held by, all holders any class or series of Shares are set forth on Schedule 4(d)its capital stock or any securities convertible into or exchangeable for any capital stock of the Company.

Capital Stock of the Company. (i) As of The Shares constitute ---------------------------- all the date hereof, the authorized capital stock of the Company consists of 20,000,000 shares of voting common stock, par value $.01 per share, non-voting common stock, $.01 per share, and shares of Class B Convertible Non-Voting Common Stock, par value $.01 per share ("Class B Non-Voting Stock"), of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock are duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 4(d), upon the filing of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will be, no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument to which the Company is a party or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of the Company. There Except for 5,000 shares of common stock which are authorized but not outstanding and the Shares, no other class of capital stock, equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding security, preferred stock, bonds, debentures, notes notes, debt instruments, evidence of indebtedness or other indebtedness having securities of any kind in the right to vote on Company are authorized or outstanding. The Shares have been duly authorized and validly issued and are fully paid and non- assessable and were not issued in violation of any matters on which shareholders preemptive rights. As of the date hereof, except as set forth in Section 3.03 of the Disclosure Schedule, there is no, and as of the Closing Date there will be no, security, option, warrant, right, call, subscription, agreement, commitment or understanding of any nature whatsoever, fixed or contingent, that directly or indirectly, (i) except as contemplated by this Agreement, calls for the issuance, sale, pledge or other disposition of any shares of capital stock of the Company may vote. or any securities convertible into, or other rights to acquire, any shares of capital stock of the Company, (ii) The names and addresses ofrelates to the voting or control of such capital stock, securities or rights, or (iii) obligates the Seller or the Company to grant, offer or enter into any of the foregoing. As of the date hereof, except as set forth in Section 3.03 of the Disclosure Schedule, the Seller owns, and number as of the Closing Date the Seller will own, the Shares, free and clear of all Encumbrances, other than the obligation hereunder to sell the Shares held byto the Purchaser. Upon the conveyance and transfer of the Shares to the Purchaser as contemplated hereby, the Purchaser shall acquire good and marketable title to the Shares, free and clear of all holders Encumbrances (except as may result from any facts or circumstances relating solely to the Purchaser or its Affiliates) and the Purchaser will be entitled to all rights of Shares are set forth on Schedule 4(d)a holder of the Shares.

Capital Stock of the Company. (i) As of The Shares constitute all the date hereof, the authorized capital stock of the Company consists of 20,000,000 shares of voting common stock, par value $.01 per share, non-voting common stock, $.01 per share, and shares of Class B Convertible Non-Voting Common Stock, par value $.01 per share ("Class B Non-Voting Stock"), of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock are duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 4(d), upon the filing of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will be, no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument to which the Company is a party or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of the Company. There Except for 5,000 shares of common stock which are authorized but not outstanding and the Shares, no other class of capital stock, equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding security, preferred stock, bonds, debentures, notes notes, debt instruments, evidence of indebtedness or other indebtedness having securities of any kind in the right to vote on Company are authorized or outstanding. The Shares have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any matters on which shareholders preemptive rights. As of the date hereof, except as set forth in Section 3.03 of the Disclosure Schedule, there is no, and as of the Closing Date there will be no, security, option, warrant, right, call, subscription, agreement, commitment or understanding of any nature whatsoever, fixed or contingent, that directly or indirectly, (i) except as contemplated by this Agreement, calls for the issuance, sale, pledge or other disposition of any shares of capital stock of the Company may vote. or any securities convertible into, or other rights to acquire, any shares of capital stock of the Company, (ii) The names and addresses ofrelates to the voting or control of such capital stock, securities or rights, or (iii) obligates the Seller or the Company to grant, offer or enter into any of the foregoing. As of the date hereof, except as set forth in Section 3.03 of the Disclosure Schedule, the Seller owns, and number as of the Closing Date the Seller will own, the Shares, free and clear of all Encumbrances, other than the obligation hereunder to sell the Shares held byto the Purchaser. Upon the conveyance and transfer of the Shares to the Purchaser as contemplated hereby, the Purchaser shall acquire good and marketable title to the Shares, free and clear of all holders Encumbrances (except as may result from any facts or circumstances relating solely to the Purchaser or its Affiliates) and the Purchaser will be entitled to all rights of Shares are set forth on Schedule 4(d)a holder of the Shares.

Capital Stock of the Company. (ia) As of the date hereof, the The authorized capital stock of the Company consists of 20,000,000 (i) 100,000 shares of voting common stock, no par value $.01 per share, non-voting common stock, $.01 per share, and shares of Class B Convertible Non-Voting Common Stock, par value $.01 per share ("Class B Non-Voting StockCOMPANY COMMON STOCK"), of which 360,526 2,000 shares are issued and outstanding as of such voting common stock, 6,999,000 shares of such non-voting common stock and the date hereof; (ii) no shares of Class B Non-Voting Stock are duly authorized capital stock of the Company in treasury; and validly (iii) no shares of preferred stock. Each share of the issued and outstandingoutstanding capital stock of the Company is duly authorized, validly issued, fully paid and nonassessable. Except as set forth on Schedule 4(d), upon the filing Section 3.2(a) of the Recapitalization Amendments Company Disclosure Schedule sets forth a complete and immediately prior to accurate list specifying the Effective Timenumber of shares of Company Common Stock held by each Shareholder. (b) There are no subscriptions, options, warrants, calls, commitments and other rights of any kind for the authorized purchase or acquisition of, and any securities convertible or exchangeable for, any capital stock of the Company shall consist Company, including the holder thereof, the number of 50,000,000 shares of Voting Company Common Stock subject thereto, the exercise price, date of grant, vesting schedule and Non-Voting Common Stock, expiration thereof and any terms regarding the acceleration of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. vesting thereof. (c) Except as set forth provided in the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will be, no shares of capital stock or other equity securities Section 3.2(c) of the Company outstanding. Except as set forth on Schedule 4(d)Disclosure Schedule, there are no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument agreements to which the Company is a party or by which it is bound with respect to the voting (including voting trusts or proxies), registration under the Securities Act, or sale or transfer (including agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or "drag-along" rights) of any securities of its properties or assets is boundthe Company. Except as set forth on Schedule 4(d)To the Knowledge of the Company, there are no outstanding warrantsagreements among other parties, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is not a party and by which it is not bound, with respect to the voting (including voting trusts or may become obligated proxies) or sale or transfer (including agreements relating to issuerights of first refusal, sell, purchase, return co-sale rights or redeem "drag-along" rights) of any shares of capital stock or other securities of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of the Company. There are no equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may vote. (ii) The names and addresses of, and number of Shares held by, all holders of Shares are set forth on Schedule 4(d).

Capital Stock of the Company. The authorized capital stock of the Company consists solely of (i) 1,040,000 shares of Old Class A Common Stock, (ii) 1,040,000 shares of Old Class B Common Stock, (iii) 80,168 shares of Old Series A Preferred Stock, and (iv) 250,000 shares of Old Series B Preferred Stock. As of the date hereof, there are no other shares of capital stock outstanding or reserved for issuance except pursuant to the Company's Executive Stock Option Plan, as amended. Upon the Recapitalization Closing, the authorized capital stock of the Company consists will consist solely of 20,000,000 (i) 5,000,000 shares of voting common stockNew Class A Common Stock, par value $.01 per share(ii) 5,000,000 shares of New Class B Common Stock, non-voting common (iii) 293,123.320 shares of New Series A Preferred Stock and (iv) 2,000,000 shares of a class of preferred stock, $.01 par value per share. Following the Recapitalization, and all of the outstanding shares of Class B Convertible Non-Voting Common StockNew Stock will (i) have been duly authorized, par value $.01 per share ("Class B Non-Voting Stock"), of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock are duly authorized and validly issued and outstandingfully paid and will be non-assessable free and clear of all Liens and (ii) be the only issued and outstanding capital stock of the Company. The Company owns all of the outstanding shares of capital stock of Aetna (consisting of 1,000 shares of common stock) and Aetna owns all of the outstanding shares of capital stock of Export (consisting of 1,000 shares of common stock), and all such shares are duly authorized, validly issued, fully paid and nonassessablenon-assessable, and free and clear of all preemptive rights and all Liens. Except as set forth on Schedule 4(d), upon There are no agreements or understandings to which the filing of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock Company or any subsidiary of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in is a party with respect to the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will be, no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation voting of, or are subject toother interest in, any purchase option, call, right shares of first refusal, preemptive, subscription Old Stock or similar right under New Stock or which restricts the transfer of any provision of applicable law, the Certificate of Incorporation or By-laws such shares. There are no outstanding contractual obligations of the Company or any agreement, contract or instrument to which subsidiary of the Company is a party to repurchase, redeem or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem otherwise acquire any shares of capital stock or other securities Option of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock subsidiary of the Company. There are no equity securities of the Company reserved for issuance for , or to make any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding bonds, debentures, notes investment in any subsidiary or any other indebtedness having the right to vote on any matters on which shareholders of the Company may voteperson. (ii) The names and addresses of, and number of Shares held by, all holders of Shares are set forth on Schedule 4(d).

Capital Stock of the Company. (i) As of The Shares constitute all the date hereof, the authorized capital stock of the Company consists of 20,000,000 shares of voting common stock, par value $.01 per share, non-voting common stock, $.01 per share, and shares of Class B Convertible Non-Voting Common Stock, par value $.01 per share ("Class B Non-Voting Stock"), of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock are duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 4(d), upon the filing of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will be, no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument to which the Company is a party or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of the Company. There Except for 1,800,000 shares of common stock which are authorized but not outstanding and the Shares, no other class of capital stock, equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding security, preferred stock, bonds, debentures, notes notes, debt instruments, evidence of indebtedness or other indebtedness having securities of any kind in the right to vote on Company are authorized or outstanding. The Shares have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any matters on which shareholders preemptive rights. As of the date hereof there is no, and as of the Closing Date there will be no, security, option, warrant, right, call, subscription, agreement, commitment or understanding of any nature whatsoever, fixed or contingent, that directly or indirectly, (i) except as contemplated by this Agreement, calls for the issuance, sale, pledge or other disposition of any shares of capital stock of the Company may vote. or any securities convertible into, or other rights to acquire, any shares of capital stock of the Company, (ii) The names and addresses ofrelates to the voting or control of such capital stock, securities or rights, or (iii) obligates Seller or the Company to grant, offer or enter into any of the foregoing. As of the date hereof Seller owns, and number as of the Closing Date Seller will own, the Shares, free and clear of all Encumbrances, other than the obligation hereunder to sell the Shares held byto Purchaser and except for restrictions on transfer or resale imposed under applicable federal securities laws. Upon the conveyance and transfer of the Shares to Purchaser as contemplated hereby, Purchaser shall acquire good and valid title to the Shares, free and clear of all holders Encumbrances (except as may result from any facts or circumstances relating solely to Purchaser or its Affiliates, and except for restrictions on transfer or resale imposed under applicable federal securities laws) and Purchaser will be entitled to all rights of Shares are set forth on Schedule 4(d)a holder of the Shares.

Capital Stock of the Company. (ia) As of the date hereofAugust 17, 2001 the authorized capital stock of the Company consists of 20,000,000 (i) 200,000,000 shares of voting common stockClass A Common Stock, $0.01 par value $.01 per share, non-voting common stockof which 34,799,370 shares are issued and outstanding, $.01 per share10,000,000 have been reserved for issuance upon the conversion of options under the Amended and Restated Crown Media Holdings, Inc. 2000 Long Term Incentive Plan and 30,670,422 have been reserved for issuance upon conversion of Class B Common Stock; (ii) 120,000,000 shares of Class B Convertible Non-Voting Common Stock, $0.01 par value $.01 per share ("Class B Non-Voting Stock")share, of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock 30,670,422 are duly authorized and validly issued and outstanding; and (iii) 10,000,000 shares of Preferred Stock, $0.01 par value per share, none of which are issued and outstanding. All issued and outstanding shares Class A Common Stock and Class B Common Stock of the Company are duly authorized, validly issued, fully paid and nonassessable. Except as set forth on Schedule 4(d)non-assessable, upon the filing and no class of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock of the Company shall consist is entitled to preemptive rights. (b) Upon issuance in accordance with the terms of 50,000,000 shares this Agreement and against full delivery of Voting Common Stock and Non-Voting Common Stockthe consideration therefor, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock the DIRECTV Shares will be have been duly authorized and validly issued and outstandingissued, will be fully paid and nonassessablenon-assessable, and will not have been issued in violation of any preemptive rights. Except Other than as set forth in Section 3.3(a) hereof and in Section 3.6 of the two preceding sentencesStockholders Agreement, there areare no authorized, and after the filing issued or outstanding (i) securities of the Recapitalization Amendments there will beCompany convertible into or exchangeable for equity securities of the Company, no shares (ii) agreements, commitments, arrangements, warrants, options or other rights to acquire from the Company, or other obligations or undertakings of any kind of the Company, to issue any capital stock or other securities convertible into or exchangeable for equity securities of the Company outstanding. Except as set forth on Schedule 4(d)or to issue, no grant, extend or enter into any such shares have been issued in violation ofagreement, commitment or arrangement, warrant, option, or are subject toother rights or undertaking, any purchase optionor (iii) bonds, calldebentures, right notes or other obligations or securities of first refusal, preemptive, subscription or similar right under any provision of applicable lawthe Company, the Certificate holders of Incorporation or By-laws which have the right to vote with the stockholders of the Company, on any matter submitted for the vote of the Company stockholders. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any agreementshares of capital stock of the Company. Other than the Stockholders Agreement, contract there is no voting trust or instrument other agreement or understanding to which the Company is a party or by which it or any is bound with respect to the voting of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other voting securities of the Company or Company. (iic) that give any person Based upon the right to receive any benefits or rights similar to any rights enjoyed by or accruing to representations and warranties of DIRECTV set forth in this Agreement, the holders DIRECTV Shares will be issued in compliance with all applicable U.S. federal and state securities laws. (d) The DIRECTV Shares represent, as of August 17, 2001, on a Fully Diluted Basis, a seven-percent (7%), equity interest in the Company. (e) The issuance of the shares of capital stock of the Company. There are no 's Class A Common Stock pursuant to the Films Transaction shall dilute the 7% equity securities of interest referred to in Section 3.3(d) above by not more than 2.33% such that immediately following the Films Transaction DIRECTV's equity interest in the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may voteshall be not less than 4.67%. (ii) The names and addresses of, and number of Shares held by, all holders of Shares are set forth on Schedule 4(d).

Capital Stock of the Company. (ia) As of the date hereof, the The authorized capital stock of the Company consists of 20,000,000 Sixty Million (60,000,000) shares of voting common stock, par value $.01 0.01 per shareshare (the "Company Common Stock") consisting of Forty Million (40,000,000) shares of Class A Voting Common Stock, non-voting common stock, par value $.01 0.01 per share, share (the "Class A Common Stock"); and Twenty Million (20,000,000) shares of Class B Convertible Non-Voting Common Stock, par value $.01 0.01 per share (the "Class B Non-Voting Common Stock," and collectively with the Class A Common Stock, the "Company Common Stock"), of which 360,526 Six Million (6,000,000) shares of such voting common stock, 6,999,000 shares of such non-voting common stock Class A Common Stock and no One Hundred Fifty Thousand (150,000) shares of Class B Non-Voting Common Stock are duly authorized and validly issued and outstanding. The shareholders of the Company Common Stock as set forth in Section 3.5(a) of the Company Disclosure Statement (the "Company Shareholders") are the record owners of the issued and outstanding Company Common Stock as of the Record Date (as defined in Section 5.11). There are no other shares of Company Common Stock issued, or, except as set forth in Section 3.5(b) of the Company Disclosure Statement, reserved for issuance, or authorized or outstanding. All Company Common Stock is duly authorized, validly issued, fully paid and nonassessable. non-assessable and was not issued in violation of any preemptive or subscription rights of any Person. (b) Except as set forth on Schedule 4(d), upon the filing of the Recapitalization Amendments and immediately prior for stock options subject to the Effective TimeCompany Stock Option Plan, the authorized capital stock which are described in Section 3.5(b) of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will be, no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument to which the Company is a party or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d)Disclosure Statement, there are no outstanding warrants, options, rights, "phantom" stock rightssecurities, agreements, convertible or exchangeable securities subscriptions or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return deliver or redeem sell any additional shares of capital stock the Company Common Stock or to issue, grant, extend or enter into any such warrant, option, right, security, agreement, subscription or other commitment. Except as set forth in Section 3.5(b) of the Company Disclosure Statement and except as provided in the Company's Articles of Incorporation, there are no outstanding options, rights, securities, agreements or other commitments pursuant to which the Company is or may become obligated to redeem, repurchase or otherwise acquire or retire any Company Common Stock which is presently outstanding or may be issued in the future. (c) All securities of the Company heretofore issued and sold by the Company were issued and sold in compliance with all applicable federal and state securities laws. (d) The Principal Shareholders have entered into written agreements with Parent to vote all shares held by such shareholders in favor of the Merger in substantially the form attached as Exhibit 3.5(e) (the "Voting, Lockup and Registration Rights Agreements") and have executed and delivered to Parent the irrevocable proxy attached thereto concurrently with the execution of this Agreement. (e) At the Effective Date, except as granted in connection with the transactions contemplated by this Agreement, no Person will possess the right to require or compel the Company or any successor thereto to file any registration statement to register under the Securities Act or any state securities laws any shares of Company Common Stock or any security issued in exchange or substitution therefor. (f) Each Principal Shareholder (i) is an accredited investor, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and (ii) that give any person has completed and delivered to Parent an Investor Certificate in the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of the Company. There are no equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may voteform attached as Exhibit 3.5(g) hereto. (ii) The names and addresses of, and number of Shares held by, all holders of Shares are set forth on Schedule 4(d).