Common use of Capital Structure of the Company Clause in Contracts

Capital Structure of the Company. The entire authorized capital stock of the Company consists solely of 25,000,000 shares of common stock, no par value, of which 6,022,000 shares are issued and outstanding, and 5,000,000 shares of preferred stock, no par value, none of which are outstanding. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, are not subject to preemptive rights and were issued in full compliance with all federal, state and local laws, rules and regulations. Except for options to purchase Common Stock and warrants to purchase Common Stock as set forth on Schedule 5.20 to the Capitol American Purchase Agreement hereto and shares issuable pursuant to the Debentures (as defined in the Capitol American Purchase Agreement), the options issuable under the Company's Stock Option Plan to purchase 600,000 shares of Common Stock and shares issuable pursuant to the Debentures (as defined in the Capitol American Purchase Agreement), there are no outstanding or authorized subscriptions, options, warrants, calls, commitments, agreements or arrangements of any kind relating to the issuance, transfer, delivery or sale of any additional shares of capital stock or other securities of the Company, including, but not limited to, any right of conversion or exchange under any outstanding security, agreement or other instrument. None of the options and warrants to purchase Common Stock will have their vesting period accelerated as a result of this Agreement, the Supplemental Agreements and the transactions contemplated hereby and thereby (other than any subsequent tender offer by Conseco, Inc.). Except as set forth on said Section 5.20 and except for the Stockholders Agreement, there are no authorized or outstanding voting agreements, voting trusts, proxies, stockholder agreements, rights to purchase, transfer restrictions, or other similar arrangements with respect to any of the capital stock of the Company of which the Company has knowledge. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company. The Company has no indebtedness for dividends, interest or other distributions declared or accumulated but unpaid with respect to any securities of the Company. No Person has a claim arising out of a violation of any preemptive rights of a stockholder of the Company, nor any claim based upon ownership, repurchase or redemption of any shares of the Company's capital stock.

Capital Structure of the Company. The entire authorized capital stock of the Company consists solely of 25,000,000 7,000,000 shares of common stock, no par valueCommon Stock, of which 6,022,000 3,629,103 shares are issued and outstanding, and 5,000,000 shares of preferred stock, no par value, none of which are outstanding. All outstanding as of the issued date hereof and outstanding 2,408 shares are issuable upon the vesting of capital stock Restricted Stock. Schedule 3.2 sets forth a list of the names of each Stockholder and each holder of a Restricted Stock which were granted by the Company have been duly authorized, are not subject to preemptive rights and were issued in full compliance with all federal, state and local laws, rules and regulations. Except for options to purchase Common Stock and warrants to purchase Common Stock as set forth on Schedule 5.20 to the Capitol American Purchase Agreement hereto and shares issuable pursuant to Restricted Stock Agreements and the Debentures (as defined in the Capitol American Purchase Agreement), the options issuable under the Company's Stock Option Plan to purchase 600,000 number of shares of Common Stock held by each such Stockholder (or issuable upon the vesting of such Restricted Stock, as applicable) as of the date hereof. All outstanding shares of Common Stock are duly authorized and shares issuable pursuant to validly issued, fully paid and nonassessable, and were not issued in violation of any preemptive or other similar rights. Except for the Debentures (Equity Incentive Plan, the Option Agreements, and the Restricted Stock Agreements entered into thereunder, the Shareholders’ Agreement and Management Shareholders’ Agreement, as defined in of the Capitol American Purchase Agreement), date hereof there are no (x) outstanding or authorized subscriptions, options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements or arrangements of any kind relating to providing for the issuancepurchase, transfer, delivery issuance or sale of any additional shares of capital stock or other securities of the Company, including, but not limited to, any right of conversion or exchange under any outstanding security, agreement or other instrument. None of the options and warrants to purchase Common Stock will have their vesting period accelerated as a result of this Agreement, the Supplemental Agreements and the transactions contemplated hereby and thereby (other than any subsequent tender offer by Conseco, Inc.). Except as set forth on said Section 5.20 and except for the Stockholders Agreement, there are no authorized or outstanding voting agreements, voting trusts, proxies, stockholder agreements, rights to purchase, transfer restrictions, or other similar arrangements with respect to any of the capital stock of the Company (y) outstanding obligations, contingent or otherwise, of which the Company has knowledge. There are no outstanding to repurchase, redeem or authorized stock appreciationotherwise acquire any equity interests of the Company, phantom stock or similar rights (z) to the Company’s Knowledge, voting trusts, proxies or other agreements among the Stockholders with respect to the capital stock voting or transfer of the CompanyShares. The Company has Except as set forth on Schedule 3.2, no indebtedness for dividends, interest or other distributions declared or accumulated but unpaid with respect Stockholder is entitled to any securities of the Company. No Person has a claim arising out of a violation payment of any preemptive rights dividends from the Company after the date hereof on account of a stockholder such Stockholder’s ownership of Common Stock on or before the Company, nor any claim based upon ownership, repurchase or redemption of any shares of the Company's capital stockdate hereof.

Capital Structure of the Company. The entire authorized capital stock of the Company consists solely of 25,000,000 (A) 1,569,514 shares of Class A common stock, no par valuestock which is convertible as provided in the Company's Articles of Incorporation into the Class B voting common stock of the Company, of which 6,022,000 47,473 shares are issued and outstandingoutstanding and owned exclusively by Prudential and 2,431 shares are issued and outstanding and owned exclusively by Northeast, all of which will be effectively redeemed and 5,000,000 retired upon consummation of the Redemption Closing; and (B) 254,018 shares of preferred Class B common stock, no par value, none of which 254,018 shares are issued and outstanding. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, are not subject to preemptive rights and were issued in full compliance with all federal, state and local laws, rules and regulations. Except for options to purchase Common Stock and warrants to purchase Common Stock Upon redemption of the Warrants as set forth on Schedule 5.20 to the Capitol American Purchase Agreement hereto and shares issuable pursuant to the Debentures (as defined in the Capitol American Purchase Agreement), the options issuable under the Company's Stock Option Plan to purchase 600,000 shares of Common Stock and shares issuable pursuant to the Debentures (as defined in the Capitol American Purchase Agreement)contemplated by Article II, there are shall be no outstanding or authorized subscriptions, options, warrants, calls, commitments, agreements or arrangements of any kind relating to the issuance, transfer, delivery or sale of any additional shares of capital stock or other securities of the Company, including, but not limited to, any right of conversion or exchange under any outstanding security, agreement or other instrument. None of the options and warrants to purchase Common Stock will have their vesting period accelerated as a result of this Agreement, the Supplemental Agreements and the transactions contemplated hereby and thereby (other Other than any subsequent tender offer by Conseco, Inc.). Except as set forth on said Section 5.20 and except for in the Stockholders AgreementDisclosure Letter, there are no authorized or outstanding close corporation agreements, voting agreements, voting trusts, proxies, stockholder shareholder agreements, rights to purchase, transfer restrictions, or other similar arrangements with respect to any of the capital stock of the Company of which the Company has knowledgeCompany. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company. The Company has no indebtedness liability for dividends, interest or other distributions declared or accumulated but unpaid with respect to any securities of the CompanyCompany other than accrued and deferred interest on the Conseco Debt. The Company has not distributed any cash or other property to any Seller or any other person or entity in contemplation of the transactions contemplated hereby, other than regularly scheduled payments made by the Company pursuant to the terms of the documents evidencing the Conseco Debt. No Person person or entity has a claim arising out of a violation of any preemptive rights of a stockholder of the Company, nor any claim based upon ownership, repurchase or redemption of any shares of the Company's capital stock.

Capital Structure of the Company. The entire authorized capital stock of the Company consists solely of 25,000,000 shares of common stock, no par value, of which 6,022,000 shares are issued and outstanding, and 5,000,000 shares of preferred stock, no par value, none of which are outstanding. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, are not subject to preemptive rights and were issued in full compliance with all federal, state and local laws, rules and regulations. Except for options to purchase Common Stock and warrants to purchase Common Stock as set forth on Schedule 5.20 to the Capitol American Purchase Agreement hereto and shares issuable pursuant to the Debentures (as defined in the Capitol American Purchase Agreement), the options issuable under the Company's Stock Option Plan to purchase 600,000 shares of Common Stock and shares issuable pursuant to the Debentures (as defined in the Capitol American Purchase Agreement)Stock, there are no outstanding or authorized subscriptions, options, warrants, calls, commitments, agreements or arrangements of any kind relating to the issuance, transfer, delivery or sale of any additional shares of capital stock or other securities of the Company, including, but not limited to, any right of conversion or exchange under any outstanding security, agreement or other instrument. None of the options and warrants to purchase Common Stock will have their vesting period accelerated as a result of this Agreement, the Supplemental Ancillary Agreements and the transactions contemplated hereby and thereby (other than any subsequent tender offer by Conseco, Inc.). Except as set forth on said Section 5.20 and except for the Stockholders Agreement5.20, there are no authorized or outstanding voting agreements, voting trusts, proxies, stockholder agreements, rights to purchase, transfer restrictions, or other similar arrangements with respect to any of the capital stock of the Company of which the Company has knowledge. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company. The Company has no indebtedness for dividends, interest or other distributions declared or accumulated but unpaid with respect to any securities of the Company. No Person has a claim arising out of a violation of any preemptive rights of a stockholder of the Company, nor any claim based upon ownership, repurchase or redemption of any shares of the Company's capital stock.

Capital Structure of the Company. The entire authorized capital stock of the Company consists solely of 25,000,000 shares of common stock, no par value, of which 6,022,000 shares are issued and outstanding, and 5,000,000 shares of preferred stock, no par value, none of which are outstanding. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, are not subject to preemptive rights and were issued in full compliance with all federal, state and local laws, rules and regulations. Except for the Securities and options to purchase Common Stock and warrants to purchase Common Stock as set forth on Schedule 5.20 to the Capitol American Purchase Agreement 5.12 hereto and shares issuable pursuant to the Debentures (as defined in the Capitol American Purchase Agreement), the options issuable under the Company's Stock Option Plan to purchase 600,000 shares of Common Stock and shares issuable pursuant to the Debentures (as defined in the Capitol American Purchase Agreement)Stock, there are no outstanding or authorized subscriptions, options, warrants, calls, commitments, agreements or arrangements of any kind relating to the issuance, transfer, delivery or sale of any additional shares of capital stock or other securities of the Company, including, but not limited to, any right of conversion or exchange under any outstanding security, agreement or other instrument. None of the options and warrants to purchase Common Stock will have their vesting period accelerated as a result of this Agreement, the Supplemental Ancillary Agreements and the transactions contemplated hereby and thereby (other than any subsequent tender offer by Conseco, Inc.). Except as set forth on said Section 5.20 and except for the Stockholders AgreementSchedule 5.12, there are no authorized or outstanding voting agreements, voting trusts, proxies, stockholder agreements, rights to purchase, transfer restrictions, or other similar arrangements with respect to any of the capital stock of the Company of which the Company has knowledge. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company. The Company has no indebtedness for dividends, interest or other distributions declared or accumulated but unpaid with respect to any securities of the Company. No Person has a claim arising out of a violation of any preemptive rights of a stockholder of the Company, nor any claim based upon ownership, repurchase or redemption of any shares of the Company's capital stock.