Common use of Capital Structure Clause in Contracts

Capital Structure. The authorized capital stock of Company consists of (i) 5,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is bound. Except for the rights created pursuant to this Agreement, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholders.

Capital Structure. The (i) As of August 14, 2008, the authorized capital stock of the Company consists of (i) 5,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 300,000,000 shares of Common Stock, $0.01 par value, of which (A) 11,819,653 139,009,259 shares are issued outstanding, and 5,000,000 shares of $1.00 par value preferred stock, none of which are outstanding. All of the outstanding as shares of Common Stock have been duly authorized and are validly issued, fully paid and non-assessablenonassessable. As of August 14, 2008, based on the assumptions set forth in Section 5.1(b)(i) of the Company Disclosure Letter, other than (Bi) 9,616,270 shares of Common Stock reserved for issuance under the Year 2000 UnionBanCal Corporation Management Stock Plan, as amended, and the UnionBanCal Corporation Management Stock Plan, restated effective June 1, 1997 (the “Stock Plans”) and (ii) any dividend equivalents for the September 5, 2008 record date dividend, the Company has no shares are held in of Common Stock reserved for issuance. Each of the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting other securities and no outstanding commitments to issue any shares of capital stock or voting securities after each of the date hereof. All outstanding shares of Company Common Stock are Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable nonassessable and are owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any liens lien, charge, pledge, restriction, security interest, claim or encumbrances other than encumbrance of any liens or encumbrances created by or imposed upon the holders thereofnature (each, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is bound“Lien”). Except for the rights created pursuant to this Agreementas set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, rights, commitments or agreements other rights of any character kind that obligate the Company or any of its Subsidiaries to which Company is a party issue or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, sell any shares of capital stock or other securities of the Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the best of Company's knowledge, between Company or among any of Company's Shareholdersits Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any shares of Common Stock in accordance with the terms of the Stock Plans, such shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.

Capital Structure. The authorized capital stock of the Company consists of (i) 5,000,000 900,000,000 shares of Company Common Stock and 100,000,000 shares of preferred stock, $0.01 without par valuevalue (the “Company Preferred Stock”). As of December 3, none of which is outstanding or reserved for issuance; and 2006, (iia) 50,000,000 51,024,977 shares of Company Common Stock (including the associated Series A Junior Participating Preferred Stock Purchase Rights) were issued and outstanding, (b) 75,716 shares of Company Common Stock were held by the Company in its treasury, (c) deferred stock units to acquire 7,936 shares of Company Common Stock were issued and outstanding under the Company’s Long-Term Incentive Plan, (d) stock-settled stock appreciation rights to acquire 680,586 shares of Company Common Stock were issued and outstanding granted pursuant to the Company’s Long Term Incentive Plan, (e) performance shares to acquire 477,870 shares of Company Common Stock were issued and outstanding granted pursuant to the Company’s Long Term Incentive Plan, (f) director stock units to acquire 7,936 shares of Company Common Stock, $0.01 par value, of which and (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (Bg) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, Company Preferred Stock were issued and (D) 333,333 shares are issuable pursuant to outstanding warrantsoutstanding. Except as otherwise disclosed on Schedule 3.2, there are no other All outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to or issued in violation of any preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is boundrights. Except for the rights created pursuant to Top-Up Option or as specified in the second sentence of this AgreementSection 3.3, there are no other optionsnot issued, reserved for issuance or outstanding (A) any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company or any of its Subsidiaries or (B) any warrants, calls, options, subscriptions or other rights, agreements or commitments to acquire from the Company or agreements any of its Subsidiaries, or any character to which obligation of the Company is a party or by which it is bound obligating Company any of its Subsidiaries to issue, deliverany capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries (i) has any obligation to repurchase, redeem or otherwise acquire the securities described in the preceding sentence or to issue, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any shares of capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment securities or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) is a party to any voting agreement or proxy with respect to the best voting of Company's knowledge, between or among any of Company's Shareholderssuch securities.

Capital Structure. The (a) As of October 15, 2004, the authorized capital stock of the Company consists of (i) 5,000,000 10,000,000 shares of Common Stock and 1,000,000 shares of preferred stock. As of October 15, $0.01 par value2004, none (i) 3,958,358 shares of which is outstanding or reserved for issuance; Common Stock were issued and outstanding, (ii) 50,000,000 no shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (B) no shares are Stock were held in the treasury of the Company; , (Ciii) 2,649,250 1,000,000 shares are issuable upon the exercise of options Common Stock were reserved for issuance under outstanding under Company's Company Stock Plans, including stock benefit plansappreciation rights, performance units and stock units, and (Div) 333,333 no shares are issuable pursuant to outstanding warrantsof preferred stock were issued or outstanding. Except as otherwise disclosed on Schedule 3.2, there are no other All the outstanding shares of the Company's capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable assessable. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible or exchangeable into securities having such rights) ("Company Voting Debt") of the Company issued and are free outstanding. The shares of any liens Common Stock issuable upon conversion of the Notes and exercise of the Warrants have been reserved for issuance and, when issued upon conversion of the Notes or encumbrances other than any liens or encumbrances created by or imposed upon exercise of the holders Warrants in accordance with the terms thereof, will be duly authorized, validly issued and are fully paid and nonassessable and not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is boundrights. Except as set forth above, in Schedule 5.2(a) or as described in the Company SEC Documents, and for the rights created pursuant to transactions contemplated by this Agreement, (i) there are no other shares of capital stock of the Company authorized, issued or outstanding and (ii) there are no existing (A) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible or exchangeable securities, agreements, arrangements or commitments or agreements of any character character, relating to which Company is a party the issued or by which it is bound unissued capital stock of the Company, obligating the Company to issue, deliver, sell, repurchase transfer or redeem, sell or cause to be issued, delivered, sold, repurchased transferred or redeemed, sold any shares of capital stock or Company Voting Debt of, or other equity interest in, the Company, (B) securities convertible into or exchangeable for such shares or equity interests or (C) obligations of Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, preemptive right, commitment subscription or other right, convertible security, agreement, arrangement or commitment. There are no contracts, commitments or agreements relating to voting, purchase or sale The Company does not own any equity securities of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholdersother Person.

Capital Structure. (a) The authorized capital stock of the Company consists of (i) 5,000,000 300,000,000 shares of Company Common Stock and 50,000,000 shares of preferred stock, $0.01 par valuevalue per share (the “Company Preferred Stock”). At the close of business on May 30, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable2014, (Bi) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding 169,316,257 shares of Company Common Stock were issued and outstanding (including 225,905 Company Restricted Shares), and (iii) 17,576,015 shares of Company Common Stock were available for grant under the Company Equity Plans. All issued and outstanding shares of the capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable assessable, and no class of capital stock of the Company is entitled to preemptive rights. There are free no outstanding 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 liens matter on which holders of shares of Company Common Stock may vote. Section 4.3(a) of the Company Disclosure Letter, sets forth for each holder of Company Restricted Shares outstanding as of the date of this Agreement (A) the name with respect to the holder (B) the number of such Company Restricted Shares held by such holder, (C) the date of grant of such Company Restricted Shares, and (D) the vesting schedule for such Company Restricted Shares. There are no other rights, options, stock or encumbrances unit appreciation rights, phantom stock or units, restricted stock units, dividend equivalents or similar rights with respect to the Company Common Stock other than as disclosed on Section 4.3(a) of the Company Disclosure Letter. Each Company Restricted Share grant and each LTIP Unit grant was made in accordance in all material respects with the terms of the Company Equity Plans and applicable Law. Prior to the Closing (and as close to Closing as reasonably practicable), the Company will provide to Parent a complete and correct list that contains the information required to be provided in Section 4.3(a) of the Company Disclosure Letter, that is correct and complete as of the date such list is provided; provided, however, that delivery of such updated schedule shall not cure any liens or encumbrances created breach of this Section 4.3(a) for purposes of determining whether the applicable closing condition has been satisfied. There are 1,443,897 OP Units issued and outstanding (other than 5,613,374 OP Units to be issued in respect of the termination of the Listing Agreement), (ii) no Class B OP Units issued and outstanding and (iii) 9,219,108 LTIP Units issued and outstanding, each of which LTIP Units is owned of record and beneficially by or imposed upon the holders thereofCompany Advisor, and are not subject each of which LTIP Units shall be forfeited immediately prior to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is boundEffective Time. Except for as set forth in the rights created pursuant to this Agreementpreceding sentence, there are no other partnership interests or other equity or ownership interests in the Company Operating Partnership and there are no existing options, warrants, calls, rightssubscriptions, convertible securities or other securities, agreements, commitments or agreements obligations of any character to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase the partnership interests or sale of Company's capital stock (i) between other equity or among ownership interests in the Company and Operating Partnership or other securities which would require the Company Operating Partnership to issue or sell any of its Shareholders and (ii) to partnership interests or other equity or ownership interests in the best of Company's knowledge, between or among any of Company's ShareholdersCompany Operating Partnership.

Capital Structure. The authorized capital stock of the Company consists of (i) 5,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; and Forty Million (ii40,000,000) 50,000,000 shares of Common Stock, par value $0.01 0.001 per share and (ii) Five Million (5,000,000) shares of Preferred Stock, par valuevalue $0.001 per share (“Company Preferred Stock”). As of January 11, 2012, there were 18,591,609 shares of which (A) 11,819,653 shares are Company Shares issued and outstanding as fully paid and non-assessable, (B) no shares of Company Preferred Stock issued and outstanding, other than any Company Shares issued after the date hereof pursuant to Company Options and Company RSUs outstanding on the date of this Agreement. As of January 11, 2012, there were outstanding Company Options to acquire 2,363,803 Company Shares and outstanding Company RSUs to acquire 461,468 Company Shares. As of the date of this Agreement, the only outstanding warrants to purchase Company Shares are held in the treasury Company Warrants. Section 4.2 of Company; (C) 2,649,250 the Company Schedule of Exceptions sets forth, as of the date of this Agreement, a complete and accurate list of the Company Options and Company RSUs, the Company Stock Plan under which each Company Option and Company RSU was awarded, the number of shares are issuable upon the thereunder, vesting schedule, exercise of options outstanding under Company's stock benefit plansprice, if any, and (D) 333,333 expiration date relating thereto. All of the issued and outstanding shares of Company Shares have been duly authorized and validly issued and are issuable pursuant to outstanding warrantsfully paid, nonassessable and free of preemptive rights. Except As of the date of this Agreement, except as otherwise disclosed on Schedule 3.2provided by this Agreement and except for the Company Options, Company RSUs and Company Warrants, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorizedsubscriptions, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is bound. Except for the rights created pursuant to this Agreement, there are no other options, warrants, calls, rightsstock appreciation rights or other commitments, commitments rights or agreements of any character relating to dividend rights or the purchase, sale (other than registration rights), issuance or voting of any security of the Company to which the Company or any Subsidiary of the Company is a party party, including any securities convertible into, exchangeable for or by which it is bound obligating Company representing the right to issue, deliver, sell, repurchase purchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemedotherwise receive, any shares of capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreementShares. There are no contractsbonds, commitments debentures, notes or agreements relating to voting, purchase other indebtedness of the Company or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) the Subsidiaries which provide by their terms a right to vote on matters submitted to stockholders of the Company. There are no voting trusts or other agreements or understandings to which the Company or any of the Subsidiaries is a party with respect to the best voting of Company's knowledge, between the shares or among other equity interests of the Company or any of Company's Shareholdersthe Subsidiaries.

Capital Structure. The authorized capital stock of Company consists of (i) 5,000,000 135,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares of Company Common Stock, and 500,000 shares of Preferred Stock, par value $0.01 par value.01 per share ("Preferred Stock"), of which (A) 11,819,653 shares are there were issued and outstanding as fully paid of the close of business on May 28, 1999, 16,857,835 shares of Company Common Stock and non-assessable, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrantsPreferred Stock. Except as otherwise disclosed on Schedule 3.2, there There are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after May 28, 1999 other than pursuant to the date hereofexercise of Company Options outstanding as of such date. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable and are free and clear of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Amended and Restated Certificate of Incorporation or Bylaws Bylaws, each as amended, of Company or any agreement to which Company is a party or by which it is bound. As of the close of business on May 28, 1999, Company has reserved an aggregate of 4,773,019 shares of Common Stock for issuance to employees, consultants and directors pursuant to the Company Stock Option Plans and the Company Options, of which 218,092 shares have been issued pursuant to option exercises or direct stock purchases or awards, 2,570,680 shares are subject to outstanding, unexercised options, and no shares are subject to outstanding stock purchase rights. Since May 28, 1999, Company has not issued or granted additional options under the Company Stock Option Plans or otherwise. Company has not issued or granted any stock appreciation rights or performance units payable in stock of the Company that are currently outstanding. Except for (i) the rights created pursuant to this Agreement, the Company Stock Option Plans, the Company Options and the Option Agreement and (ii) Company's right to repurchase any unvested shares under the Company Stock Option Plans, the Company Options or the Company Employee Stock Ownership Plan, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There Except for this Agreement and as provided by Section 5.11, there are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders stockholders. The terms of the Company Stock Option Plans permit the assumption of options to purchase Company Common Stock as provided in this Agreement, without the consent or approval of the holders of such securities or the Company stockholders. True and (ii) complete copies of all material agreements and instruments, that are currently in force or under which Company has any liability, relating to or issued under the best Company Stock Option Plans, the Company Options and the Company Employee Stock Ownership Plan have been provided to Parent and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments in any case from the form provided to Parent. All outstanding shares of Company's knowledge, between or among any of Company's ShareholdersCompany Common Stock and all Company Options were issued in compliance with all applicable federal and state securities laws.

Capital Structure. The authorized capital stock of Company IRT consists of (i) 5,000,000 150,000,000 shares of IRT Common Stock, of which 34,197,736 shares were outstanding as of September 30, 2002, and 10,000,000 shares of preferred stock, $0.01 1.00 par valuevalue (the "IRT Preferred Stock"), none of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares are outstanding. All of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company IRT Common Stock have been duly authorized and are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is boundnonassessable. Except for the rights created (i) IRT Options to purchase an aggregate of 928,088 shares of IRT Common Stock granted pursuant to this the IRT Plans, and outstanding as of the date hereof, and (ii) the right of the limited partners of IRT Partners, L.P., a Georgia limited partnership ("IRT Partners"), to convert the limited partnership units ("IRT OPUs") of IRT Partners, upon the terms and subject to the satisfaction of certain conditions contained in the Limited Partnership Agreement of IRT Partners dated August 12, 1998 (the "IRT Partners Agreement"), there are no other options, warrants, calls, rights, commitments or agreements into an aggregate of any character to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any 816,000 shares of capital stock IRT Common Stock as of Company or obligating Company to grantthe date hereof, extendno arrangement, accelerate the vesting of, change the price of, or otherwise amend or enter into any such optionsubscription, warrant, call, rightcommitment, commitment agreement, scrip, understanding, option, convertible security, stock appreciation (or agreement. There are no contracts, commitments depreciation) or agreements relating other right (contingent or otherwise) to voting, purchase or sale acquire, or any securities convertible into or exchangeable or exercisable for, any shares of Company's any class or series of capital stock (i"Equity Right") between of IRT or among Company and any of its Shareholders Subsidiaries is authorized or outstanding as of the date of this Agreement and there is not outstanding or in effect as of the date of this Agreement any commitment, agreement, plan, arrangement or understanding (iiwhether oral or written) of IRT or any of its Subsidiaries to issue any such Equity Rights or to distribute to holders of any class or series of its capital stock any evidences of indebtedness or assets. Neither IRT nor any of its Subsidiaries has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof (other than as required by REITs generally under the best Code or as set forth on Schedule 3.1(b) of Company's knowledgethe IRT Disclosure Memorandum). As of the date of this Agreement, between the authorized capital stock, the authorized LLC Interests, the authorized Partnership Interests and the authorized Other Investment Interests, as applicable, of each Subsidiary of IRT consist in their entirety of the shares, the LLC Interests, the Partnership Interests and the Other Investment Interests described on Schedule 3.1(a)(ii) of the IRT Disclosure Memorandum, all of which shares and interests are issued and outstanding and owned beneficially and of record by IRT or among any through wholly owned Subsidiaries of Company's ShareholdersIRT. Schedule 3.1(b) of the IRT Disclosure Memorandum lists all Restrictive Agreements affecting shares of IRT Common Stock or the holders thereof known to IRT.

Capital Structure. (a) The authorized capital stock of the Company consists of (i) 5,000,000 990,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, $0.01 par valuevalue per share (the “Company Preferred Stock”). At the close of business on October 22, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable2013, (Bi) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding 473,649,295 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) 2,283,744 shares of Company Common Stock were reserved for issuance upon the settlement of outstanding Company RSUs, (iv) 591,929 shares of Company Common Stock were reserved for issuance upon the settlement of outstanding Company PSUs (which number assumes a maximum percentage), and (v) 37,820,861 shares of Company Common Stock were available for grant under the Company Equity Plans. All issued and outstanding shares of the capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereofassessable, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is bound. Except for the rights created pursuant to this Agreement, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares class of capital stock of the Company or obligating Company is entitled to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreementpreemptive rights. There are no contractsoutstanding bonds, commitments debentures, notes or agreements relating other indebtedness of the Company having the right to votingvote (or convertible into, purchase or sale exchangeable for, securities having the right to vote) on any matter on which holders of Company's capital stock shares of Company Common Stock may vote. Section 4.3(a) of the Company Disclosure Letter, sets forth for each holder of Company RSUs or Company PSUs outstanding as of the date of this Agreement (iA) between the name with respect to the holder of Company RSUs or among Company and any PSUs, as applicable, (B) the maximum number of its Shareholders shares of Company Common Stock issuable in respect of such Company RSUs or Company PSUs, (C) the date of grant of such Company RSUs or Company PSUs, and (iiD) the vesting schedule and/or performance metrics, as applicable, for such Company RSUs or PSUs. There are no other rights, options, stock or unit appreciation rights, phantom stock or units, restricted stock units, dividend equivalents or similar rights with respect to the best Company Common Stock other than the Company RSUs and Company PSUs disclosed on Section 4.3(a) of Company's knowledgethe Company Disclosure Letter. Each Company RSU grant and each Company PSU grant was made in accordance in all material respects with the terms of the Company Equity Plans and applicable Law. Prior to the Closing (and as close to Closing as reasonably practicable), between or among the Company will provide to Parent a complete and correct list that contains the information required to be provided in Section 4.3(a) of the Company Disclosure Letter, that is correct and complete as of the date such list is provided; provided, however, that delivery of such updated schedule shall not cure any breach of Company's Shareholdersthis Section 4.3(a) for purposes of determining whether the applicable closing condition has been satisfied.

Capital Structure. (a) The authorized capital stock of the Company consists of (i) 5,000,000 25,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock, par value $0.01 par value1.00 per share ("Preferred Stock"). As of the date hereof, none (i) 18,417,966 shares of which is outstanding or reserved for issuance; Company Common Stock were issued and outstanding, (ii) 50,000,000 3,617,064 shares of Company Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (B) no shares are Stock were held in the treasury of the Company; , (Ciii) 2,649,250 shares are issuable upon the exercise options to acquire an aggregate of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding 2,619,515 shares of Company Common Stock were outstanding pursuant to Company Stock Options, including stock appreciation rights, performance units and stock units, (iv) 49,703 shares of Company Common Stock were reserved for issuance under the Stock Purchase Plan, (v) no shares of preferred stock were issued and outstanding and (vi) 277,500 shares of Series A Junior Preferred Stock were authorized and reserved for issuance upon the exercise of the Company Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is boundassessable. Except for as set forth in Section 3.2(a) of the rights created pursuant to this AgreementCompany Disclosure Letter, there are no bonds, debentures, notes or other indebtedness having voting rights (or convertible or exchangeable into securities having such rights) ("Voting Debt") of the Company or any of its subsidiaries issued and outstanding. Section 3.2(a) of the Company Disclosure Letter sets forth, with respect to each plan, arrangement or agreement set forth in Section 3.8(a) of the Company Disclosure Letter pursuant to which options or stock appreciation rights may be granted or under which such options or stock appreciation rights have been granted and are outstanding, in the aggregate by plan, arrangement or agreement the number of options and stock appreciation rights outstanding, their xxxxx xxxxx, the date such options or rights were granted and the number of shares of Company Common Stock reserved for issuance pursuant to the plan, arrangement or agreement (such options and rights being herein collectively referred to as the "Company Options"), a description of the exercise or purchase prices, vesting schedules, expiration dates and numbers of shares of Company Common Stock subject to each such Company Option, together with a listing of all Company Options which by their terms shall vest and the time at which they will vest as a result of the Merger and the other transactions contemplated hereby. Except as set forth above, as set forth in Section 3.2(a) of the Company Disclosure Letter, for the Company Rights and for the transactions contemplated by this Agreement and the Stock Option Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding and (ii) there are no existing (A) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible or exchangeable securities, agreements, arrangements or commitments or agreements of any character character, relating to which the issued or unissued capital stock of the Company is a party or by which it is bound any of its subsidiaries, obligating the Company or any of its subsidiaries to issue, deliver, sell, repurchase transfer or redeem, sell or cause to be issued, delivered, sold, repurchased transferred or redeemed, sold any shares of capital stock of or Voting Debt of, or other equity interest in, the Company or obligating any of its subsidiaries, (B) securities convertible into or exchangeable for such shares or equity interests or (C) obligations of the Company or any of its subsidiaries to grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, preemptive right, commitment subscription or other right, convertible security, agreement. There are no contracts, commitments arrangement or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholderscommitment.

Capital Structure. (i) The authorized capital stock of the Company consists of (iA) 5,000,000 100,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; Company Common Stock and (iiB) 50,000,000 25,000,000 shares of Common Company Preferred Stock. As of June 11, $0.01 par value2007, of which (A) 11,819,653 21,729,185 shares of Company Common Stock are issued and outstanding as fully paid and non-assessableoutstanding, (B) no 3,400,000 shares of Common Stock are classified as Relativity Shares, (C) zero shares of Company Common Stock are held in the treasury of the Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 no shares of Company Preferred Stock are issuable issued or outstanding or held by the Company in its treasury and (E) 4,555,773 shares of Company Common Stock are reserved for future issuance in connection with the Company Incentive Equity Plans (including shares reserved pursuant to issued and outstanding warrantsOptions and RSUs), the Warrants and the Portside Warrant. Except as otherwise disclosed on Schedule 3.2, there are no other All issued and outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and paid, non-assessable assessable, and are free were not issued in violation of any liens preemptive or encumbrances other than right in favor of any liens or encumbrances created by or imposed upon the holders thereofperson, and are not subject no class of capital stock is entitled to preemptive rights rights. There are no bonds, debentures, notes or rights other indebtedness of first refusal created by statutethe Company having the right to vote (or convertible into, or exchangeable for, securities having the Certificate of Incorporation or Bylaws of Company or right to vote) on any agreement to matters on which Company is a party or by which it is boundStockholders may vote. Except for As of the rights created pursuant to this date of the Original Agreement, there are no other options, warrants, calls, preemptive or other outstanding rights, stock appreciation rights, conversion rights, redemption rights, repurchase rights, agreements, arrangements or commitments or agreements of any character kind to which the Company or its Subsidiaries is a party party, or by which it is bound the Company or its Subsidiaries are bound, obligating the Company or its Subsidiaries to issue, deliver, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any shares of capital stock or other securities of the Company or its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any person a right to subscribe for or acquire, any securities of the Company or its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding other than (u) the Company Rights, (v) 25,920 RSUs issued and outstanding, (w) Options representing the right to purchase 2,252,994 shares of Company or obligating Common Stock, (x) Warrants representing the right to purchase 884,284 shares of Company Common Stock, (y) the Portside Warrant representing the right to purchase 1,000,000 shares of Company Common Stock and (z) the Company Convertible Note representing the right to purchase 4,000,000 shares of Company Common Stock. All Options issued by Egami Media pursuant to the Egami Media, Inc. 2005 Incentive Compensation Plan and all Options issued by the Company pursuant to the 1994 Eligible Directors Stock Option Plan have been validly terminated and are no longer outstanding. Section 3.01(b) of the Company Disclosure Letter sets forth each Option, Warrant and RSU, as applicable, the name of the grantee, the date of the grant, extendthe number of shares of Company Common Stock subject to each Option, accelerate Warrant or RSU, the exercise price per share of such Option or Warrant and the vesting ofschedule for such Option, change Warrant or RSU. The Company has made available to Parent true and complete copies of the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements forms of agreement relating to votingthe grant of Options, purchase or sale of Company's capital stock (i) between or among Company Warrants and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's ShareholdersRSUs.

Capital Structure. (a) The authorized capital stock of the Company consists of (i) 5,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares of Common Stock, $0.01 par value1,000,000,000 Company Shares, of which (A) 11,819,653 shares 334,164,092 Company Shares are issued and outstanding as fully paid and non-assessable, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. Of the issued and outstanding Company Shares as of the date hereof, 200,000 are held by GlobeImmune, Inc., a Subsidiary of the Company, and are treated as treasury stock for purposes of GAAP. No Company Shares are held directly by the Company as treasury stock. All of the issued and outstanding shares of Company Common Stock Shares have been duly authorized and are duly authorized, validly issued, fully paid and non-assessable nonassessable. As of the date hereof, there are (i) 21,859,718 Company Shares reserved and are free available for issuance pursuant to the Company Stock Plan, (ii) Company Options to purchase 1,921,128 Company Shares, with a weighted average exercise price per Company Share of any liens or encumbrances other than any liens or encumbrances created by or imposed upon $4.11, outstanding under the holders thereofCompany Stock Plan, and are not subject (iii) the Company Warrant to preemptive rights or rights purchase 2,000,000 Company Shares at an exercise price of first refusal created by statute, the Certificate of Incorporation or Bylaws of $2.65 per Company or any agreement to which Company is a party or by which it is boundShare. Except for the rights created as set forth above and except pursuant to the CVR Agreements or as otherwise permitted under Section 7.1(a) of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, restricted share units, performance units, phantom stock rights, profit participation rights, redemption rights, repurchase rights, agreements, arrangements, calls, rights, commitments or agreements rights, obligations or contracts of any character to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of kind that obligate the Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders Subsidiaries to issue or sell any Company Shares or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any Company Shares. The Company has issued (A) 151,998,715 contingent value rights pursuant to the FDA CVR Agreement and (iiB) 151,998,715 contingent value rights pursuant to the best Sales CVR Agreement, of Company's knowledge, between or among any which an aggregate of Company's Shareholders139,768,338 contingent value rights are subject to irrevocable elections to receive Company Shares in the event of payment with respect to such contingent value rights.

Capital Structure. The authorized capital stock of the Company consists of (i) 5,000,000 3,000,000,000 shares of Company Common Stock, 75,000,000 shares of preferred stock, $0.01 par valuevalue per share (the “Company Preferred Stock”), none of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares of Common Stock600,000,000 excess shares, $0.01 par valuevalue per share (the “Excess Shares”). At the close of business on January 17, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable2007, (Ba) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding 156,968,775.0187 shares of Company Common Stock are were issued and outstanding, all of which were duly authorized, validly issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon preemptive rights, (b) 2,872,743 shares of Company Common Stock were reserved for issuance pursuant to Deferred Share Awards granted under the holders thereofCompany’s 2004 Omnibus Long-Term Incentive Plan (the “Company Stock Plan”), (c) no shares of Company Preferred Stock were issued and outstanding, and (d) no Excess Shares were issued and outstanding. As of the date of this Agreement, except as set forth above, no shares of stock of the Company or options, warrants, convertible or exchangeable securities or other rights to purchase stock of the Company are not subject issued, reserved for issuance or outstanding. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to preemptive rights vote (or rights convertible into, or exchangeable for, securities having the right to vote) on any matter on which the Company’s stockholders may vote. As of first refusal created by statutethe date of this Agreement, except as set forth above, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Certificate of Incorporation or Bylaws of Company or any agreement to which Company of its Subsidiaries is a party or by which it any of them is boundbound obligating the Company or any of its Subsidiaries to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of stock or other voting or equity securities or interests of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking relating to the voting of stock or equity securities or interests of the Company or any of its Subsidiaries. Except for As of the rights created date of this Agreement, other than pursuant to this Agreement, there are no other optionsoutstanding contractual obligations or rights of the Company or any of its Subsidiaries to register or repurchase, warrantsredeem or otherwise acquire, callsvote, rights, commitments dispose of or otherwise transfer or register pursuant to any securities Laws any shares of stock or equity interests of the Company or any of its Subsidiaries. There are no agreements of any character or understandings to which the Company is a party or by which it is bound obligating Company with respect to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, the voting of any shares of capital stock Company Common Stock and, to the Knowledge of the Company, as of the date of this Agreement, there are no third party agreements or understandings with respect to the voting of any shares of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's ShareholdersCommon Stock.

Capital Structure. The (a) As of the date hereof the authorized capital stock of the Company consists of 50,000,000 shares of common stock, par value $0.01 per share (the “Company Common Shares”), of which 37,885,230 shares were outstanding as of the close of business on September 30, 2007. Each Company Common Share is entitled to one (1) vote on all matters submitted to a vote or other action by the shareholders of the Company. All of the issued and outstanding Company Common Shares have been duly authorized, validly issued and are fully paid and nonassessable, and have been issued in compliance with all applicable federal and state securities laws. As of the date hereof other than 213,763 Company Common Shares reserved for issuance under the Company Stock Option Plan, the Company has no Company Common Shares reserved for issuance. Section 3.02 of the Disclosure Schedule contains a correct and complete list as of the date hereof of each outstanding option to purchase Company Common Shares under the Company Stock Option Plan, including (i) 5,000,000 shares the number of preferred stockCompany Common Shares subject to such Company Stock Option, $0.01 par value, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares the exercise price of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessablesuch Company Stock Option, (Biii) no shares are held in the treasury date on which such Company Stock Option was granted, (iv) the applicable vesting schedule and expiration date of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrantssuch Company Stock Option. Except as otherwise disclosed on Schedule 3.2set forth in Section 3.02 of the Disclosure Schedule, there are no other each of the outstanding shares of capital stock or voting other securities and no outstanding commitments to issue any shares of capital stock or voting securities after each of the date hereof. All outstanding shares of Company Common Stock are Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable nonassessable and are owned by the Company, free and clear of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is boundLien. Except for as set forth above and in Section 3.02 of the rights created pursuant to this AgreementDisclosure Schedule, as of the date hereof, there are no other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, calls, rightscommitments, commitments preemptive or other rights or agreements of any character kind that obligate the Company or any of its Subsidiaries to which Company is a party issue or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, sell any shares of capital stock or other securities of the Company or obligating Company to grant, extend, accelerate the vesting of, change the price ofany of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or otherwise amend that give any Person a right to subscribe for or enter into acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such optionrights are authorized, warrantissued or outstanding (collectively, call, right, commitment or agreementthe “Company Equity Rights”). There are no contractsvoting agreements, commitments trusts, proxies or agreements relating other agreements, instruments or undertakings with respect to voting, purchase or sale the voting of Company's the capital stock (i) between or among of the Company and any of its Shareholders and (ii) to which the Company nor, to the best of Company's ’s knowledge, between is there any such agreement, as of the date hereof to which a shareholder of the Company is a party. The Company does not have outstanding any bonds, debentures, notes or among other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter other than, on and after the Initial Closing, the Exchangeable Notes. As of the date hereof, the outstanding shares of the Company's Shareholders’s capital stock are owned as set forth in Section 3.02 of the Disclosure Schedule.

Capital Structure. (a) The authorized capital stock of the Company consists of (i) 5,000,000 50,000,000 shares of the Company Common Stock, and 10,000,000 shares of preferred stock, $0.01 no par valuevalue per share. As of December 31, none 2007, (i) 11,425,790 shares of which is outstanding or reserved for issuance; the Company Common Stock are issued and 11,007,487 outstanding, (ii) 50,000,000 1,000,000 shares of the Company Common StockStock are reserved for issuance under The National Atlantic Holdings Corporation 2004 Stock and Incentive Plan and The National Atlantic Holdings Corporation Nonstatutory Stock Option Plan (collectively, $0.01 par valuethe "Company Stock Plans"), and (iii) no shares of which (A) 11,819,653 shares preferred stock are issued and outstanding as fully paid outstanding. Section 3.2(a) of the Company Disclosure Letter contains a complete and non-assessableaccurate list of all award recipients under the Company Stock Plans and the number of shares subject to such award, (B) no shares are held in the treasury date of Company; (C) 2,649,250 shares are issuable upon grant and the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrantsprice per share at which any option may be exercised. Except as otherwise disclosed on Schedule 3.2, there are no other All outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid paid, nonassessable and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed preemptive rights. There are no restrictions upon the holders thereofvoting or transfer of any shares of the Company Common Stock pursuant to the Company's certificate of incorporation or bylaws and neither the Company nor any of its Subsidiaries is a party to any voting trust, proxy, or other agreement or understanding with respect to the securities of the Company. Except for awards issued or to be issued under the Company Stock Plans and listed on Section 3.2(a) of the Company Disclosure Letter, there is no outstanding option, warrant, right, subscription, call, unsatisfied preemptive right or other agreement or right of any kind to purchase or otherwise acquire from the Company any capital stock of the Company. There is no outstanding security of any kind convertible into such capital stock, and are not subject to preemptive rights there is no outstanding contract or rights other agreement of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement other party to which Company is a party purchase, redeem or by which it is bound. Except for the rights created pursuant to this Agreement, there are no other options, warrants, calls, rights, commitments or agreements of otherwise acquire any character to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any outstanding shares of capital stock or any other equity security of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholders.

Capital Structure. The As of the date of this Agreement, the authorized capital stock of the Company consists of (i) 5,000,000 75,000,000 shares of Company Common Stock and (ii) 1,000,000 shares of preferred stock, par value $0.01 par value0.001 per share (“Company Preferred Stock” and, none together with the Company Common Stock and any other capital stock of which is outstanding or reserved for issuance; and the Company, the “Company Capital Stock”). At the close of business on March 11, 2014 (ii) 50,000,000 shares of Common Stockthe “Capitalization Reference Date”), $0.01 par value, of which (A) 11,819,653 39,206,958 shares are of Company Common Stock were issued and outstanding as fully paid and non-assessableoutstanding, including 472,379 shares of Company Restricted Shares, (B) no shares are held in the treasury of Company; Preferred Stock were issued and outstanding, (C) 2,649,250 2,460,041 shares are issuable upon of Company Common Stock were reserved for issuance pursuant to the exercise of options outstanding under Company's stock benefit plansCompany Stock Plans, and (D) 333,333 shares are issuable pursuant options to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding purchase 1,596,287 shares of capital stock or voting securities Company Common Stock were issued and no outstanding commitments to issue any under the Company Stock Plans, (E) 40,472 shares of capital stock or voting securities after the date hereofCompany Phantom Shares and (F) no Voting Debt was issued and outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to any preemptive rights or rights other statutory rights. Schedule 3.1(b)(i) of first refusal created by statutethe Company Disclosure Schedule sets forth, as of the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is bound. Except for the rights created pursuant to this AgreementCapitalization Reference Date, there are no other all outstanding options, warrants, callsrights (including preemptive rights), rights, commitments or agreements of any character Contracts to which the Company or any Subsidiary of the Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, deliver, sell, repurchase purchase, redeem or redeemacquire, or cause to be issued, delivered, sold, repurchased purchased, redeemed or redeemedacquired, additional shares of Company Capital Stock or any Voting Debt, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement, excluding Company Equity Awards. Schedule 3.1(b)(ii) of the Company Disclosure Schedule sets forth, as of the Capitalization Reference Date, a complete and correct list of all securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of Company Capital Stock or Voting Debt, excluding Company Equity Awards. Schedule 3.1(b)(iii) of the Company Disclosure Schedule sets forth, as of the Capitalization Reference Date, a complete and correct list of all outstanding Company Equity Awards, including the holder, date of grant, exercise price (if applicable) and number of shares of Company Capital Stock subject thereto. All outstanding shares of capital stock of the Subsidiaries of the Company are owned by the Company, or a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Encumbrances other than Encumbrances described in clause (g) of the definition of “Permitted Encumbrances”. Except as set forth in this Section 3.1(b), and except for changes since the Capitalization Reference Date resulting from the exercise or vesting of Company Equity Awards granted in accordance with Section 4.1(b), (1) there are no outstanding shares of Company Capital Stock, (2) there is no Voting Debt, (3) there are no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of Company Capital Stock or Voting Debt, and (4) there are no options, warrants, calls, rights (including preemptive rights), Contracts to which the Company or any Subsidiary of the Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or any Voting Debt, or obligating the Company or any Subsidiary of the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment or agreement. There are no contractsstockholder agreements, commitments voting trusts or agreements other Contracts to which the Company is a party or by which it is bound relating to votingthe voting of any shares of Company Capital Stock. Schedule 3.1(b)(iv) of the Company Disclosure Schedule contains a complete and accurate list of the name, purchase jurisdiction of organization, capitalization and schedule of stockholders of each Subsidiary of the Company. The Company has no joint venture or sale other similar material equity interests in any Person or obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and the joint ventures listed on Schedule 3.1(b)(v) of Company's capital stock (ithe Company Disclosure Schedule. Except as set forth in Schedule 3.1(b)(vi) between of the Company Disclosure Schedule, as of the date of this Agreement, none of the Company or among Company and any of its Shareholders and (ii) Subsidiaries has any Indebtedness other than intercompany indebtedness owed to the best Company or one of Company's knowledge, between or among any of Company's Shareholdersits wholly-owned Subsidiaries.

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 shares of Company Stock and 20,000,000 shares of undesignated stock, par value $0.01 per share (“Undesignated Stock”) of which two (2) million shares have been designated Series A 7% Convertible Preferred Stock, 3,500,000 shares have been designated Class B common stock and 10,000 were designated 8% Convertible Preferred Stock. At the close of business on January 11, 2007 (i) 5,000,000 12,002,015 shares of preferred stockCompany Stock were issued and outstanding, $0.01 par value, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 no shares of Common StockCompany Stock were issued but not outstanding (i.e., $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding held as fully paid and non-assessabletreasury stock), (Biii) 363,645 shares of Company Stock were reserved and available for issuance pursuant to outstanding Company Stock Options, (iv) 192,167 shares of Company Stock were reserved and available for issuance pursuant to outstanding Company Warrants and (v) no shares of Company Preferred Stock were issued or outstanding (including, without limitation, as treasury shares). All Company Stock Options and awards of restricted stock under the PW Eagle, Inc. 1997 Stock Option Plan are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's evidenced by stock benefit plansoption agreements, and (D) 333,333 shares are issuable pursuant to outstanding warrantsrestricted stock purchase agreements or other award agreements. Except as otherwise disclosed on Schedule 3.2, there are no other All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock Options or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after Company Warrants will be, when issued in accordance with the date hereof. All outstanding shares of Company Common Stock are terms thereof, duly authorized, validly issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights rights. There are no bonds, debentures, notes or rights other indebtedness of first refusal created by statutethe Company having the right to vote (or convertible into, or exchangeable for, securities having the Certificate right to vote) on any matters on which shareholders of Incorporation or Bylaws of the Company or any agreement to which Company is a party or by which it is boundmay vote. Except for the rights created pursuant as set forth above in this Section 4.03, and subject to this AgreementSection 6.01, (A) there are no not issued, reserved for issuance or outstanding (1) any shares of capital stock or other optionsvoting securities or equity interests of the Company, (2) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company, (3) any warrants, calls, rightsoptions or other rights to acquire from the Company or any of its Subsidiaries, commitments and no obligation of the Company or agreements any of any character to which Company is a party or by which it is bound obligating Company its Subsidiaries to issue, deliverany capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or (4) any stock appreciation rights, “phantom” stock rights, restricted stock units, performance units, rights to receive shares of Company Stock on a deferred basis or other rights (other than as set forth above) that are linked to the value of Company Stock (collectively, “Company Stock-Based Awards”) and (B) there are not any outstanding obligations to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any shares of capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreementsecurities. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Neither the Company and nor any of its Shareholders and (ii) Subsidiaries is a party to any voting Contract with respect to the best voting of Company's knowledge, between or among any of Company's Shareholderssuch securities.

Capital Structure. The authorized capital stock of the Company consists of the following: (a) 100,000,000 shares of Company Common Stock, (b) 400,000 shares of Company Preferred Stock and (c) 500,000 shares of Company Special Preferred Stock. At the close of business on January 27, 2011, (i) 5,000,000 9,764,194 shares of preferred stockCompany Common Stock, $0.01 par valueno shares of Company Preferred Stock and no shares of Company Special Preferred Stock were issued and outstanding, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 4,852,179 shares of Company Common StockStock were held by the Company in its treasury or by a Company Subsidiary, $0.01 par value, (iii) 2,000,000 shares of Company Common Stock were reserved for issuance under the Company Option Plan (of which (A36,300 shares of Company Common Stock were subject to outstanding Company Stock Options) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (Div) 333,333 203,086.861 shares are issuable of Company Common Stock were held by the trustee pursuant to outstanding warrantsthe Pre-Paid Legal Services, Inc. Employee Stock Ownership and Thrift Plan. Except as otherwise disclosed on Schedule 3.2set forth above, there are as of the date hereof, no other outstanding shares of capital stock or other voting securities and no outstanding commitments to issue any shares of capital stock the Company are issued, reserved for issuance or voting securities after the date hereofoutstanding. All outstanding shares of Company Common Capital Stock have been duly authorized and validly issued and are duly authorized, validly issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the OGCA, the Certificate of Incorporation or Company Charter, the Company Bylaws of Company or any agreement Contract to which the Company is a party or by which it the Company is otherwise bound. Except The Company has made available to Parent a true and complete list, as of January 27, 2011, of all outstanding Company Stock Options or other rights to purchase or receive shares of Company Common Stock granted under the Company Option Plan or otherwise by the Company or any of the Company Subsidiaries, the number of shares of Company Common Stock subject thereto and the expiration dates, vesting schedules and exercise prices thereof. There is no Voting Company Debt issued or outstanding and the only rights outstanding under the Company Option Plan are Company Stock Options. Other than as contemplated by this Agreement and except for the rights created pursuant to this AgreementCompany Stock Options, there are no other (A) options, warrants, calls, rights, commitments convertible or agreements exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which the Company or any Company Subsidiary is a party or by which it any of them is bound (x) obligating the Company or any Company Subsidiary to issue, deliver, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other 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 Company Subsidiary or any Voting Company Debt, (y) obligating the Company or any Company Subsidiary to issue, grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or agreement. There are no contractsundertaking or (z) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of shares of Company Capital Stock, commitments (B) outstanding contractual obligations of the Company or agreements relating any Company Subsidiary to votingrepurchase, purchase redeem or sale otherwise acquire any shares of Company's capital stock of the Company or any Company Subsidiary (iother than open market purchases under the Employee Stock Ownership and Thrift Plan and the Associate Investment Club Stock Purchase Plan) between or among (C) voting trusts or other agreements or understandings to which the Company and or any of its Shareholders and (ii) the Company Subsidiaries is a party with respect to the best voting or transfer of Company's knowledge, between capital stock of the Company or among any of Company's Shareholdersthe Company Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of (i) 5,000,000 2,000,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares of Common Stock, $0.01 common stock no par value, of the Company (the “EFH Common Stock”) of which (A) 11,819,653 1,669,861,379.02 shares of EFH Common Stock are issued and outstanding as fully paid and non-assessable, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All of the outstanding shares of Company EFH Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. Upon the issuance of shares of Reorganized EFH Common Stock in connection with the Issuance, such shares of Reorganized EFH Common Stock will be duly authorized, validly issued, fully paid and non-assessable and are free assessable. Other than up to 7,164,000 shares of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is bound. Except for the rights created EFH Common Stock issuable pursuant to this Agreementthe terms of outstanding awards under the Company Stock Plan outstanding as of the date hereof, there are no options to purchase shares of EFH Common Stock issued and outstanding. Except as set forth in this Section 5.1(b)(i) and Section 5.1(b)(i) of the Company Disclosure Letter, there are no, and upon the issuance of shares of Reorganized EFH Common Stock in connection with the Issuances there will be no, preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements, calls, rights, commitments or agreements rights of any character to which Company is a party or by which it is bound obligating Company to issuekind that obligate the Company, deliver, sell, repurchase or redeemthe reorganized Company, or cause any of their Subsidiaries to be issued, delivered, sold, repurchased issue or redeemed, sell any shares of capital stock or other equity securities of the Company, the reorganized Company, or any of their Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of the Company, the reorganized Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders their Subsidiaries, and (ii) to the best of Company's knowledgeno securities or obligations evidencing such rights are authorized, between issued or among any of Company's Shareholdersoutstanding.

Capital Structure. The As of the date of this Agreement, the authorized capital stock of the Company consists of (ia) 5,000,000 600,000,000 shares of Company Common Stock and (b) 50,000,000 shares of preferred stock, par value $0.01 par valueper share (“Company Preferred Stock” and, none together with the Company Common Stock, the “Company Capital Stock”). At the close of which is outstanding or business on May 13, 2016: (i) 206,360,672 shares of Company Common Stock were issued and outstanding, including 2,619,588 shares of restricted Company Common Stock issued pursuant to the Company Stock Plan; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 16,259,811 shares of Company Common Stock were reserved for issuanceissuance pursuant to the Company Stock Plan; and (iiiv) 50,000,000 shares no Voting Debt of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are the Company was issued and outstanding as fully paid and non-assessable, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereofoutstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws rights. All outstanding shares of Company or any agreement to which Company is a party or by which it is boundCommon Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts. Except for As of the rights created pursuant to this Agreementclose of business on May 13, 2016, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company or any of its Subsidiaries any capital stock of the Company or securities convertible into or exchangeable or exercisable for capital stock of the Company (and the exercise, conversion, purchase, exchange or other similar price thereof). All outstanding shares of capital stock of the Subsidiaries of the Company that are owned by the Company, or a direct or indirect wholly-owned Subsidiary of the Company, are free and clear of all Encumbrances, other than Permitted Encumbrances. Except as set forth in this Section 4.2, and except for stock grants or other awards granted in accordance with Section 6.1(b)(ii), there are outstanding: (1) no shares of Company Capital Stock, (2) no Voting Debt, (3) no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of Company Capital Stock or Voting Debt, and (4) no options, warrants, calls, rights (including preemptive rights), commitments or agreements of any character to which the Company or any Subsidiary of the Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, deliver, sell, repurchase purchase, redeem or redeemacquire, or cause to be issued, delivered, sold, repurchased purchased, redeemed or redeemedacquired, any additional shares of capital stock Company Capital Stock or any Voting Debt or other voting securities of the Company, or obligating the Company or obligating any Subsidiary of the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment or agreement. There Other than the Existing Voting Agreement, there are no contractsnot any stockholder agreements, commitments voting trusts or other agreements to which the Company is a party or by which it is bound relating to votingthe voting of any shares of the Company Capital Stock. As of the date of this Agreement, purchase the Company has no (x) material joint venture or sale of Company's capital stock other similar material equity interests in any Person or (iy) between obligations, whether contingent or among Company and otherwise, to consummate any of material additional investment in any Person other than its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's ShareholdersSubsidiaries.

Capital Structure. The authorized capital stock of the Company consists of (i) 350,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $0.01 without par valuevalue (the “Company Preferred Stock”). As of May 25, none of which is outstanding or reserved for issuance; and 2006, (iia) 50,000,000 124,080,451 shares of Company Common StockStock (including the associated Series A Junior Participating Preferred Stock Purchase Rights) were issued and outstanding, $0.01 par value(b) 23,212,490 shares of Company Common Stock were held by the Company in its treasury, (c) 7,430,419 shares of which Company Common Stock were subject to outstanding options to acquire shares of Company Common Stock granted pursuant to the Company’s 2002 Long-Term Incentive Plan, the Stock Option Plan of 1999 for Certain Key Employees, the Company’s Stock Option Plan of 1991 and the Directors Stock Option Plan, (Ad) 11,819,653 restricted stock units to acquire 21,470 shares are of Company Common Stock were issued and outstanding as fully paid and non-assessablegranted pursuant to the Company’s 2002 Long Term Incentive Plan, (Be) 154,657 shares of Company Common Stock had been awarded under, and remain subject to, the Company’s deferred compensation plans for directors and (f) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, Company Preferred Stock were issued and (D) 333,333 shares are issuable pursuant to outstanding warrantsoutstanding. Except as otherwise disclosed on Schedule 3.2, there are no other All outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to or issued in violation of any preemptive rights rights. There are not issued, reserved for issuance or rights outstanding (A) any securities of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which of its Significant Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company is a party or by which it is bound. Except for the rights created pursuant to this Agreement, there are no other options, any of its Significant Subsidiaries or (B) any warrants, calls, options, subscriptions or other rights, agreements or commitments to acquire from the Company or agreements any of its Significant Subsidiaries, or any character to which obligation of the Company is a party or by which it is bound obligating Company any of its Significant Subsidiaries to issue, deliverany capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any of its Significant Subsidiaries (each, a “Company Option”). Neither the Company nor any of its Significant Subsidiaries (i) has any obligation to repurchase, redeem or otherwise acquire the securities described in the preceding sentence or to issue, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any shares of capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment securities or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) is a party to any voting agreement or proxy with respect to the best voting of Company's knowledge, between or among any of Company's Shareholderssuch securities.

Capital Structure. The authorized capital stock of the Company consists of (i) 5,000,000 50,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.01 par value.01 per share ("Preferred Stock"). At the close of business on April 24, none 1998, (i) 25,520,763 shares of which is outstanding or reserved for issuance; Company Common Stock and no shares of Preferred Stock were issued and outstanding, (ii) 50,000,000 18,845 shares of Company Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessableStock were held by the Company in its treasury, (Biii) no 5,484,329 shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable Company Common Stock were reserved for issuance pursuant to outstanding warrantsStock Options under the Company Stock Plans (each as defined in Section 7.04), 17 (iv) 180,816 shares of Company Common Stock were reserved for issuance pursuant to the Yurie Systems, Inc., Employee Stock Purchase Plan (the "ESPP") and (v) 191,374 shares of Company Common Stock were reserved for issuance pursuant to the Yurie Systems, Inc. 401(k) Savings Plan (the "401(k) Plan"). Except as otherwise disclosed set forth above, at the close of business on Schedule 3.2April 24, there are 1998, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. All outstanding shares of capital stock or voting securities of the Company are, and no outstanding commitments all shares which may be issued pursuant to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are Plans, the ESPP and the 401(k) Plan will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company's Certificate of Incorporation or Bylaws of Company By-laws or any agreement Contract (as defined in Section 4.04) to which the Company is a party or by which it is otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of the Company may vote ("Voting Company Debt"). Except for the rights created pursuant to this Agreementas set forth above, there are no other securities, options, warrants, calls, rights, commitments commitments, agreements, arrangements, or agreements undertakings of any character kind to which the Company or any of its subsidiaries is a party or by which it any of them is bound (i) obligating the Company or any subsidiary to issue, deliver, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible into or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any subsidiary or any Voting Company Debt or (ii) obligating the Company or any subsidiary to issue, grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or agreementundertaking. The Company is not a party to any voting agreement with respect to the voting of any of its securities. There are no contracts, commitments not any outstanding contractual obligations of the Company or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries. The outstanding capital stock of the Company was issued in compliance with all applicable Federal and (ii) state securities laws and regulations. The shares of Company Common Stock set forth in Exhibit A to the best Stockholders Agreement represent in excess of Company's knowledge, between or among any a majority of Company's Shareholders.the outstanding shares of Company Common Stock on a fully diluted basis. 18

Capital Structure. (i) The authorized capital stock of the Company consists of (iA) 5,000,000 100,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; Company Common Stock and (iiB) 50,000,000 25,000,000 shares of Common Company Preferred Stock. As of the date hereof, $0.01 par value, of which (A) 11,819,653 21,576,544 shares of Company Common Stock are issued and outstanding as fully paid and non-assessableoutstanding, (B) no 3,400,000 shares of Common Stock are classified as Relativity Shares, (C) zero shares of Company Common Stock are held in the treasury of the Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 no shares of Company Preferred Stock are issuable issued or outstanding or held by the Company in its treasury and (E) 4,695,184 shares of Company Common Stock are reserved for future issuance in connection with the Company Incentive Equity Plans (including shares reserved pursuant to issued and outstanding warrantsOptions and RSUs), the Warrants and the Portside Warrant. Except as otherwise disclosed on Schedule 3.2, there are no other All issued and outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and paid, non-assessable assessable, and are free were not issued in violation of any liens preemptive or encumbrances other than right in favor of any liens or encumbrances created by or imposed upon the holders thereofperson, and are not subject no class of capital stock is entitled to preemptive rights rights. There are no bonds, debentures, notes or rights other indebtedness of first refusal created by statutethe Company having the right to vote (or convertible into, or exchangeable for, securities having the Certificate of Incorporation or Bylaws of Company or right to vote) on any agreement to matters on which Company is a party or by which it is boundStockholders may vote. Except for As of the rights created pursuant to date of this Agreement, there are no other options, warrants, calls, preemptive or other outstanding rights, stock appreciation rights, conversion rights, redemption rights, repurchase rights, agreements, arrangements or commitments or agreements of any character kind to which the Company or its Subsidiaries is a party party, or by which it is bound the Company or its Subsidiaries are bound, obligating the Company or its Subsidiaries to issue, deliver, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any shares of capital stock or other securities of the Company or its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any person a right to subscribe for or acquire, any securities of the Company or its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding other than (u) the Company Rights, (v) 25,920 RSUs issued and outstanding, (w) Options representing the right to purchase 2,428,917 shares of Company or obligating Common Stock, (x) Warrants representing the right to purchase 984,284 shares of Company Common Stock, (y) the Portside Warrant representing the right to purchase 1,000,000 shares of Company Common Stock and (z) the Company Convertible Note representing the right to purchase 4,000,000 shares of Company Common Stock. All Options issued by Egami Media pursuant to the Egami Media, Inc. 2005 Incentive Compensation Plan and all Options issued by the Company pursuant to the 1994 Eligible Directors Stock Option Plan have been validly terminated and are no longer outstanding. Section 3.01(b) of the Company Disclosure Letter sets forth each Option, Warrant and RSU, as applicable, the name of the grantee, the date of the grant, extendthe number of shares of Company Common Stock subject to each Option, accelerate Warrant or RSU, the exercise price per share of such Option or Warrant and the vesting ofschedule for such Option, change Warrant or RSU. The Company has made available to Parent true and complete copies of the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements forms of agreement relating to votingthe grant of Options, purchase or sale of Company's capital stock (i) between or among Company Warrants and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's ShareholdersRSUs.

Capital Structure. (i) The authorized capital stock of the Company consists of (i) 5,000,000 1,000,000,000 shares of Company Common Stock and 20,000,000 shares of preferred stock, par value $0.01 par value0.0001 per share (the “Company Preferred Stock”). At the close of business on May 1, none of which is outstanding or reserved for issuance; and 2015 (ii) 50,000,000 shares of Common Stockthe “Determination Date”), $0.01 par value, of which (A) 11,819,653 48,325,772 shares are of Company Common Stock were issued and outstanding as fully paid and non-assessableoutstanding, (B) no shares are of Company Common Stock were held by the Company in the treasury of Company; its treasury, (C) 2,649,250 11,225,011 shares are of Company Common Stock were subject to outstanding options (the “Company Stock Options”), (D) 5,449,976 shares of Company Common Stock were issuable upon settlement or vesting of outstanding Company restricted stock units (the exercise of options outstanding under Company's stock benefit plans“Company Restricted Stock Units”), and (DE) 333,333 no shares of Preferred Stock were issued or outstanding or held by the Company in its treasury. All shares of Company Common Stock that are issuable pursuant to issued and outstanding warrantsas of the Determination Date are uncertificated shares. Section 3.01(c)(i) of the Company Disclosure Letter sets forth, as of the Determination Date, the number of shares of Company Common Stock reserved for issuance under all Company warrants (the “Company Warrants”) and convertible notes, including the Company Convertible Notes (“Convertible Notes”), together with the exercise/conversion prices and exercise/conversion periods thereof. Except as otherwise disclosed on Schedule 3.2set forth above (and except with respect to shares that are issuable with respect to the Convertible Notes and Company Warrants), there are as of the Determination Date the Company has no shares of Company Common Stock, shares of Company Preferred Stock, Company Warrants, Convertible Notes or other outstanding shares of capital stock or voting equity securities or instruments convertible or exchangeable into Company Common Stock outstanding, reserved for or subject to issuance, and no the Company does not have any outstanding commitments to issue any shares of capital stock Common Stock subject to vesting or voting other forfeiture conditions or rights or repurchase by the Company. There are no bonds, debentures, notes or other indebtedness of the Company that give the holders thereof the right to vote (or that are convertible into, or exchangeable for, securities after having the date hereof. All outstanding shares right to vote) on any matters on which holders of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of may vote (“Voting Company or any agreement to which Company is a party or by which it is bound. Except for the rights created pursuant to this Agreement, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's ShareholdersDebt”).

Capital Structure. The authorized capital stock of Company BGST consists of (i) 5,000,000 10,000,000 shares of preferred stock, stock $0.01 .0001 par value, none and 200,000,000 shares of which is outstanding or reserved common stock $.0001 par value (“BGST Common Stock”). Amendments to BGST’s Articles Of Incorporation will be filed concurrent with the Closing, to reflect, among other things, the 1 for issuance; 50 reverse split and (ii) 50,000,000 simultaneous increase of the authorized shares to reflect a post Closing authorized capitalization of 310,000,000 shares consisting of 10,000,000 Preferred Stock, $0.0001 par value per share and 300,000,000 shares of Common Stock. $0.0001 par value per share (attached herein as Annex H) As of the date hereof, $0.01 par value, (i) 7,797,693 shares of which (A) 11,819,653 shares BGST Common Stock are issued and outstanding as fully paid and non-assessableoutstanding, (Bii) Two (2) shares of BGST Series A Super Voting Preferred Stock are issued and outstanding, but will be exchanged for two thousand and ninety five shares (2,095) shares of BGST Preferred Stock which will convert into two million ninety five thousand shares (2,095,000) of post merger Common Stock concurrent with the Closing and (iii) no shares of capital stock of BGST are held by BGST in its treasury. All of the treasury shareholders (and the number of Company; (Cshares held by same) 2,649,250 of the issued and outstanding shares of the BGST capital stock are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrantslisted on Annex A hereto. Except as otherwise disclosed set forth above and on Schedule 3.2Annex A, there are no other outstanding shares of capital stock or other voting securities and no outstanding commitments to issue any shares of capital stock BGST were issued, reserved for issuance or voting securities after the date hereofoutstanding. All outstanding shares of Company BGST Common Stock are are, and all shares of BGST Preferred Stock that may be issued in connection with the Transaction Documents will be when issued, duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Delaware Business Corporation Act, the Certificate of Incorporation or BGST Charter, the BGST Bylaws of Company or any agreement Contract to which Company BGST is a party or by which it is otherwise bound. Except for There are not any bonds, debentures, notes or other indebtedness of BGST having the rights created pursuant right to this Agreementvote (or convertible into, there or exchangeable for, securities having the right to vote) on any matters on which holders of capital stock of BGST may vote (“Voting BGST Debt”). There are no other not any options, warrants, calls, rights, commitments convertible or agreements exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which Company BGST is a party or by which it is bound (i) obligating Company BGST to issue, deliver, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Company or other equity interest in, BGST or any Voting BGST Debt, (ii) obligating Company BGST to issue, grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or agreementundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of BGST. There are no contractsnot any outstanding contractual obligations of BGST to repurchase, commitments redeem or agreements relating to voting, purchase or sale otherwise acquire any shares of Company's capital stock (i) between of BGST. BGST is not a party to any agreement granting any securityholder of BGST the right to cause BGST to register shares of the capital stock or among Company other securities of BGST held by such securityholder under the Securities Act. The stockholder list provided to USASF is the current stockholder list generated by its stock transfer agent, and any such list accurately reflects all of its Shareholders the issued and (ii) to outstanding shares of the best of Company's knowledge, between or among any of Company's ShareholdersBGST Common Stock.

Capital Structure. The authorized capital stock of the Company consists of (i) 5,000,000 100,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.01 par value.01 per share ("COMPANY PREFERRED STOCK"). At the close of business on December 20, 2001, (i) 38,766,678 shares of Company Common Stock were issued and outstanding, none of which is outstanding shares are subject to restrictions (other than with respect to Rule 144 of the Securities Act) or reserved for issuance; and forfeiture risks, (ii) 50,000,000 no shares of Company Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessableStock were held by the Company in its treasury, (Biii) 5,623,424 shares of Company Common Stock were issuable pursuant to outstanding Company Stock Options, and (iv) no shares are held in of Company Preferred Stock were issued or outstanding. Since December 20, 2001, except as permitted by Section 4.1(a)(ii) of this Agreement, (i) there have been no issuances of capital stock of the treasury Company (or securities convertible into or exchangeable or exercisable for such capital stock) other than issuances of Company; (C) 2,649,250 shares are issuable upon Company Common Stock pursuant to the exercise of options outstanding on December 20, 2001 under Company's stock benefit plansCompany Stock Plans, and (Dii) 333,333 no options, warrants, securities convertible into, or commitments with respect to the issuance of shares are issuable pursuant to outstanding warrantsof Company Common Stock have been issued, granted or made. Except as otherwise disclosed on Schedule 3.2, there are no other All outstanding shares of capital stock or voting securities of the Company are, and no outstanding commitments all shares which may be issued pursuant to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights rights. There are no bonds, debentures, notes or rights other indebtedness of first refusal created by statutethe Company having the right to vote (or convertible into, or exchangeable for, securities having the Certificate right to vote) on any matters on which stockholders of Incorporation or Bylaws the Company may vote. Except (i) as set forth above in this Section 3.1(c), and (ii) for shares of Company Common Stock reserved for issuance under any plan or any agreement to which Company is a party or by which it is bound. Except arrangement providing for the rights created grant of options to purchase shares of Company Common Stock to current or former officers, directors, employees or consultants of the Company or its Subsidiaries or resulting from the issuance of shares of Company Common Stock pursuant to this AgreementStock Options outstanding as of the close of business on December 20, 2001, (x) there are no not issued, issuable, reserved for issuance or outstanding (A) any shares of capital stock or other optionsvoting securities of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company, (C) any warrants, calls, rightsoptions or other rights to acquire from the Company or any Subsidiary of the Company, commitments and no obligation of the Company or agreements any Subsidiary of any character to which Company is a party or by which it is bound obligating the Company to issue, deliverany capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or (D) stock appreciation rights or rights to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise; and (y) there are not any outstanding obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased any such securities. Neither the Company nor any Subsidiary is a party to any voting agreement with respect to the voting of any such securities. Except as set forth in this Section 3.1(c), there are no issued, issuable, reserved for issuance or redeemed, outstanding (A) securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (B) warrants, calls, options or other rights to acquire from the Company or obligating any Subsidiary of the Company, and no obligation of the Company or any Subsidiary of the Company to grantissue, extendany capital stock, accelerate the vesting of, change the price ofvoting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Subsidiary of the Company or (C) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise amend or enter into acquire any such optionoutstanding securities of Subsidiaries of the Company or to issue, warrantdeliver or sell, callor cause to be issued, rightdelivered or sold, commitment any such securities. Except as set forth above in this Section 3.1(c), neither the Company nor any Subsidiary is a party to or agreement. There are no contracts, commitments bound by any agreement regarding any securities of the Company or agreements relating to voting, purchase or sale any Subsidiary of the Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholders.

Capital Structure. The (a) As of September 30, 2006, the authorized capital stock of the Company consists of (i) 5,000,000 50,000,000 shares of Common Stock and 1,000,000 shares of preferred stock. As of September 30, $0.01 par value2006, none (i) 8,152,063 shares of which is outstanding or reserved for issuance; Common Stock were issued and outstanding, (ii) 50,000,000 no shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (B) no shares are Stock were held in the treasury of the Company; , (Ciii) 2,649,250 1,000,000 shares are issuable upon the exercise of options Common Stock were reserved for issuance under outstanding under Company's Company Stock Plans, including stock benefit plansappreciation rights, performance units and stock units, and (Div) 333,333 no shares are issuable pursuant to outstanding warrantsof preferred stock were issued or outstanding. Except as otherwise disclosed on Schedule 3.2, there are no other All the outstanding shares of the Company's capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable assessable. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible or exchangeable into securities having such rights) ("Company Voting Debt") of the Company issued and are free outstanding. The shares of any liens Common Stock issuable upon conversion of the Notes and exercise of the Warrants have been reserved for issuance and, when issued upon conversion of the Notes or encumbrances other than any liens or encumbrances created by or imposed upon exercise of the holders Warrants in accordance with the terms thereof, will be duly authorized, validly issued and are fully paid and nonassessable and not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is boundrights. Except as set forth above, in Schedule 5.2(a) or as described in the Company SEC Documents, and for the rights created pursuant to transactions contemplated by this Agreement, (i) there are no other shares of capital stock of the Company authorized, issued or outstanding and (ii) there are no existing (A) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible or exchangeable securities, agreements, arrangements or commitments or agreements of any character character, relating to which Company is a party the issued or by which it is bound unissued capital stock of the Company, obligating the Company to issue, deliver, sell, repurchase transfer or redeem, sell or cause to be issued, delivered, sold, repurchased transferred or redeemed, sold any shares of capital stock or Company Voting Debt of, or other equity interest in, the Company, (B) securities convertible into or exchangeable for such shares or equity interests or (C) obligations of Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, preemptive right, commitment subscription or other right, convertible security, agreement, arrangement or commitment. There are no contracts, commitments or agreements relating to voting, purchase or sale The Company does not own any equity securities of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholdersother Person.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 shares of Common Stock and 100,000,000 shares of Preferred Stock, par value $.01 per share. As of the close of business on October 20, 2006, (i) 5,000,000 39,926,087 shares of preferred stockCommon Stock were issued and outstanding (including 93,700 outstanding shares of Common Stock that are comprised of Restricted Stock, $0.01 par valueissued pursuant to the Company Stock Plans), none of which is outstanding or reserved for issuance; and (ii) 50,000,000 no shares of Preferred Stock were outstanding (iii) Options, issued pursuant to the Company Stock Plans, to purchase an aggregate of 2,012,259 shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and were outstanding as fully paid and non-assessable, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (Div) 333,333 shares are issuable Performance Share Awards, granted pursuant to outstanding warrantsthe Company Stock Plans, in respect of 211,275 shares of Common Stock, were outstanding. Except as otherwise disclosed on Schedule 3.2, there are no other All of the outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorized, validly issuedissued and outstanding, fully paid and non-assessable and are free from any statutory or contractual preemptive rights. Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for or otherwise obligating the Company with respect to the issuance of any liens equity securities or encumbrances other than any liens stock or encumbrances created by securities convertible into or imposed upon exchangeable for any equity securities of the holders thereofCompany. As of the date of this Agreement, and are the Company is not subject to preemptive any obligation to repurchase, redeem or otherwise acquire any shares of its equity securities or any convertible securities, rights or rights options of first refusal created by statutethe type described in the preceding sentence. From October 20, 2006 to the date of this Agreement, the Certificate Company has not (i) issued any shares of Incorporation Common Stock except in connection with the conversion, exercise or Bylaws settlement of Company any Options or Performance Share Awards and (ii) issued or granted any agreement options, warrants or securities convertible into or exercisable for shares of its Common Stock. Section 3.2(a) of the Disclosure Schedule sets forth a complete list of the holders and the respective exercise prices of the Options, the holders of the Restricted Stock and the holders of Performance Share Awards, each as of October 20, 2006. Since October 20, 2006 to which Company is a party or by which it is bound. Except for the rights created pursuant to date of this Agreement, there have been no changes to the information set forth in Section 3.2(a) of the Disclosure Schedule, except as a result of the conversion, exercise or settlement of any Options or Performance Share Awards. To the Company's knowledge, there are no voting trusts, proxies, shareholder rights plans or other optionsarrangements relating to the issuance, warrantssale, callsvoting, rightstransfer, commitments ownership or agreements of any character other rights with respect to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholders.

Capital Structure. The authorized capital stock of the Company consists of (i) 5,000,000 an unlimited number of shares of preferred stock, $0.01 par value, none Company Common Stock and an unlimited number of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessablecumulative, (B) no shares are held in non-voting, redeemable Class A Preference Stock. As of the treasury date of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2this Agreement, there are 3,150,020 shares of Company Common Stock issued and outstanding, and no shares of Company Common Stock are held by the Company in its treasury. No shares of capital stock of the Company are reserved for issuance for any other purpose. All the issued and outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable nonassessable and are free have not been issued in violation of any liens preemptive or encumbrances similar rights. There are no bonds, debentures, notes or other than indebtedness issued or outstanding having the right to vote ("Voting Debt") on any liens or encumbrances created by or imposed upon the matters on which holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is boundCommon Stock may vote. Except for the rights created pursuant to this Agreement, there There are no other options, warrants, calls, rights, commitments commitments, or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, or sell, repurchase or redeem, or cause to be be, issued, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or any Voting Debt of Company the Company, or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment commitment, or agreement. There are no contractsoutstanding contractual obligations of the Company to repurchase, commitments redeem, or agreements relating to voting, purchase otherwise acquire any shares of Company Common Stock or sale of Company's other capital stock (i) between or among of the Company. Schedule 1 identifies as of the date of this Agreement the record and beneficial owner, if different, of the issued and outstanding shares of Company Common Stock. Upon entry and effectiveness of the Sale Order and Buyer's acquisition of the Shares at the Closing pursuant to the terms and conditions of this Agreement, Buyer will acquire 100% of the issued and outstanding capital stock of the Company and all securities convertible into, exercisable for or exchangeable into capital stock of the Company, free and clear of any of its Shareholders Liens and (ii) to the best of Company's knowledge, between or among any of Company's ShareholdersClaims.

Capital Structure. The authorized capital stock of the Company consists solely of (i) 5,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 10,000,000 shares of Common Stock, $0.01 par value, of which (A) 11,819,653 5,135,516 shares are were issued and outstanding as of the close of business on January 27, 2006. Since such date, the Company has not issued any shares of Common Stock. All of the outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, (B) nonassessable. The Company has no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable Common Stock reserved for issuance other than 50,000 Shares reserved for issuance pursuant to outstanding warrantsthe Company’s Amended and Restated 2001 Stock Option Plan (the “Stock Plan”). Except as otherwise disclosed on Schedule 3.2, there There are no options to purchase Common Stock or other awards granted under the Stock Plan or rights outstanding in respect of securities of the Company or any of its Subsidiaries under any other Company Benefit Plan (collectively, “Company Options and Awards”). Each of the outstanding shares of capital stock or voting other securities and no outstanding commitments to issue any shares of capital stock or voting securities after each of the date hereof. All outstanding shares of Company Common Stock are Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable nonassessable and are owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any liens lien, pledge, security interest, claim or encumbrances other than encumbrance (collectively, “Liens”). Except for the Top-Up Options, there are no preemptive or other options, warrants, rights, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, redemption rights, repurchase rights, calls, stock-based performance units, commitments, Contracts, arrangements or undertakings of any liens or encumbrances created by or imposed upon kind to which the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company of its Subsidiaries is a party or by which it is bound. Except for the rights created pursuant to this Agreement, there are no other options, warrants, calls, rights, commitments or agreements any of any character to which Company is a party or by which it them is bound (i) obligating the Company or any of its Subsidiaries to issue, deliver, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any shares of capital stock or other equity interests in, or any security convertible into, or exercisable or exchangeable for, any capital stock of or other equity interest in, the Company or any of its Subsidiaries or any Voting Debt, (ii) obligating the Company or any of its Subsidiaries to issue, grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or agreementundertaking or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of shares of capital stock of or other equity interests in, or any security convertible into, or exercisable or exchangeable for, any capital stock of or other equity interest in, the Company or any of its Subsidiaries or any Voting Debt, and no such obligations, instruments or securities are authorized, issued or outstanding. There are no contracts, commitments voting trusts or agreements relating other arrangements or understandings to voting, purchase which the Company or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) Subsidiaries is a party with respect to the best voting of Company's knowledge, between any capital stock of or among other equity interest in the Company or any of its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter (“Voting Debt”). The Company does not own, directly or indirectly, any voting interest that may require a filing by Parent or any of its affiliates under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Exhibit 21 to the Company's Shareholders’s Annual Report on Form 10-K for the fiscal year ended July 31, 2005, includes all of the Subsidiaries of the Company that, as of the date of this Agreement are “Significant Subsidiaries” (as defined in Rule 1-02 of Regulation S-X of the SEC).

Capital Structure. The authorized capital stock of the Company consists of (i) 5,000,000 101,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; Company Common Stock and (ii) 50,000,000 1,000,000 shares of preferred stock ("Company Preferred Stock"). At the close of business on December 13, 2002 (the "Stock Reference Date"): (i) 12,816,452 shares of Company Common Stock, $0.01 par value, of which (A) 11,819,653 shares are Stock were issued and outstanding; (ii) 13,102,800 shares of Company Common Stock were held by the Company in its treasury; and (iii) 2,758,540 shares of Company Common Stock were subject to outstanding as fully paid employee, consultants and non-assessabledirectors stock options to purchase Company Common Stock or rights to receive Company Common Stock upon exercise of phantom stock awards (collectively, the "Company Stock Options") granted pursuant to the Company's incentive plans (B) collectively, the "Company Stock Plans"). On the Stock Reference Date, no shares are held in of the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrantsCompany Preferred Stock were issued or outstanding. Except as otherwise disclosed on Schedule 3.2, there are no other All outstanding shares of capital stock or voting securities of the Company are, and no outstanding commitments to issue any all shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are which may be issued will be, when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights. Except (i) for changes since the Stock Reference Date resulting from the issuance of shares of Company Common Stock pursuant to the Company Stock Options and (ii) for outstanding rights issued pursuant to the Company Rights Agreement as defined herein, there are not issued, reserved for issuance or outstanding (A) shares of capital stock or other voting securities of the Company, (B) securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company or (C) warrants, calls, options or other rights of first refusal created by statute, to acquire from the Certificate of Incorporation or Bylaws of Company or any agreement Subsidiary any capital stock or voting securities of the Company or any Subsidiary. There are no outstanding obligations of the Company or any Subsidiary to which repurchase, redeem or otherwise acquire any such securities. Neither the Company nor any Subsidiary is a party or by which it is boundto any voting agreement with respect to the voting of any such securities. Except for as shown in SECTION 3.1(C) of the rights created pursuant to this AgreementCompany Disclosure Schedule, there are no outstanding (A) securities of the Company or any Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other optionsvoting securities or ownership interests in any Subsidiary, (B) warrants, calls, rightsoptions or other rights to acquire from the Company or any Subsidiary, commitments and no obligation of the Company or agreements of any character to which Company is a party or by which it is bound obligating Company Subsidiary to issue, deliverany capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Subsidiary or (C) obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of Subsidiaries or to issue, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any shares of capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholderssecurities.

Capital Structure. (i) The authorized capital stock of the Company consists of (i) 5,000,000 110,000,000 Shares, of which 87,965,099 Shares were outstanding as of the close of business on May 9, 2007, and 500,000 shares of $1 par value preferred stock, $0.01 par value, none of which is are outstanding. All of the outstanding or Shares have been duly authorized and are validly issued, fully paid and nonassessable. Other than, 11,371,095 Shares reserved for issuance under the 2004 Stock Option Plan and 233,000 Shares reserved for issuance under the Company’s Restrictive Shares Plan (collectively, the “Stock Plans”), the Company has no Shares reserved for issuance; . Schedule 5.1(b)(i) of the Company Disclosure Letter contains a correct and (ii) 50,000,000 shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise complete list of options outstanding and restricted stock, under Company's stock benefit plansthe Stock Plans, including the holder, date of grant, term, number of Shares and, where applicable, exercise price and (D) 333,333 shares are issuable pursuant to outstanding warrantsvesting schedule. Except as otherwise disclosed on Schedule 3.2, there are no other Each of the outstanding shares of capital stock or voting other securities and no outstanding commitments to issue any shares of capital stock or voting securities after each of the date hereof. All outstanding shares of Company Common Stock are Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable nonassessable and are owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any liens lien, charge, pledge, security interest, claim or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereofencumbrance (each, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is bound“Lien”). Except for the rights created pursuant to this Agreementas set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, rightsputs, commitments or agreements rights of any character kind that obligate the Company or any of its Subsidiaries to which Company is a party issue or by which it is bound obligating Company to issue, deliver, sell, repurchase sell or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, purchase any shares of capital stock or other securities of the Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the best of Company's knowledge, between Company or among any of Company's Shareholdersits Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.

Capital Structure. The authorized capital stock of the Company consists of (i) 5,000,000 400,000,000 shares of Company Common Stock and (ii) 20,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares of Common Stock, $0.01 without par value, of which the Company (A"Company Authorized Preferred Stock"). At the close of business on September 30, 1998: (i) 11,819,653 149,975,019 shares are of Company Common Stock were issued and outstanding as fully paid and non-assessable, outstanding; (Bii) 12,702,063 shares of Company Common Stock were held by the Company in its treasury; (iii) no shares are held in the treasury of CompanyCompany Authorized Preferred Stock were issued or outstanding; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (Div) 333,333 3,210,548 shares are issuable pursuant of Company Common Stock were subject to outstanding warrantsemployee stock options to purchase Company Common Stock granted under The Amended and Restated 1989 Stock Incentive and Option Plan (the "Company Stock Plan") at September 30, 1998 (collectively, "Company Employee Stock Options"). Except as otherwise disclosed on Schedule 3.2, there are no other All outstanding shares of capital stock or voting securities of the Company are, and no outstanding commitments to issue any all shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are which may be issued will be, when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights rights. Except (i) as set forth in this Section 3.1(c), (ii) for changes since September 30, 1998 resulting from the issuance of first refusal created by statute, the Certificate of Incorporation or Bylaws shares of Company or any agreement to which Company is a party or by which it is bound. Except for the rights created Common Stock pursuant to this the Company Employee Stock Options, (iii) for outstanding rights issued pursuant to the Company Rights Agreement, and (iv) as permitted by Section 4.1(a)(ii), (x) there are no other options, warrants, calls, rights, commitments or agreements of any character to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be not issued, delivered, sold, repurchased reserved for issuance or redeemed, outstanding (A) any shares of capital stock or other voting securities of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company or obligating (C) any warrants, calls, options or other rights to acquire from the Company or any Company subsidiary, and no obligation of the Company or any Company subsidiary to grantissue, extendany capital stock, accelerate the vesting of, change the price of, voting securities or otherwise amend securities convertible into or enter into any such option, warrant, call, right, commitment exchangeable or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's exercisable for capital stock (i) between or among voting securities of the Company and any of its Shareholders and (iiy) to the best of Company's knowledge, between or among any of Company's Shareholders.there

Capital Structure. (a) The authorized issued and outstanding capital stock of the Company as of the date hereof consists of (i) 5,000,000 23,800 shares of preferred common stock, $0.01 227 par valuevalue per share, none which constitute all of which is outstanding or reserved for issuance; and (ii) 50,000,000 the XXXX Shares. There are 3,023,800 authorized shares of Common Stockcapital stock of the Company, consisting of 1,500,000 shares of redeemable preferred stock - series A, $0.01 100 par valuevalue per share, 1,500,000 shares of which (A) 11,819,653 redeemable preferred stock - series B, $100 par value per share, and 23,800 shares are of common stock, $227 par value per share. The issued and outstanding capital stock of AAC as of the date hereof consists of 1,000,000 shares of common stock, which constitute all of the AAC Shares. Except for the Shares, no shares of capital stock or other equity interests of the Company or AAC are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company and AAC were duly authorized and validly issued and are fully paid and non-assessable, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to any preemptive rights rights. Sellers are the record and beneficial owner of all of the Shares, free and clear of all pledges, liens, charges, encumbrances and security interests of any kind (collectively, “Liens”), other than restrictions on transfer or rights otherwise under applicable securities laws. There are no restrictions upon the voting or transfer of first refusal created by statutethe Shares pursuant to the Organizational Documents of the Company or AAC, the Certificate of Incorporation or Bylaws of Company as applicable, or any agreement to which Sellers or the Company or AAC is a party. Upon consummation of the transactions contemplated by this Agreement in the manner contemplated hereby, Buyer shall be vested with good and marketable title in and to all of the Shares, free and clear or all Liens, other than restrictions on transfer or otherwise under applicable securities laws or any Liens imposed by Buyer or any of its Affiliates. There are no securities, options, warrants, rights, or other commitments or agreements (other than this Agreement or the Transaction Agreements) of any kind to which either Seller, AAC or the Company is a party or by which it is bound. Except for the rights created pursuant to this Agreement, there are no other options, warrants, calls, rights, commitments or agreements either of any character to which Company is a party or by which it them is bound obligating Company either of them to issue, deliver, sell, repurchase purchase, redeem or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any deliver shares of capital stock or other equity interests of the Company or obligating Company to grantAAC, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholdersas applicable.

Capital Structure. The authorized capital stock of Company ----------------- consists of (i) 5,000,000 30,000,000 shares of preferred common stock, par value $0.01 par value, none of which is outstanding or reserved for issuance; per share (the "Common Stock") and (ii) 50,000,000 10,000,000 shares of Preferred Stock, par value $0.01 per share ("Preferred Stock"), of which 250,000 shares are designated Series G Junior Participating Preferred Stock ("Series G Preferred Stock"). At the close of business on April 15, 1998: (i) 8,381,193 shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are Stock were issued and outstanding as fully paid and non-assessableoutstanding, (Bii) no 2,877,977 shares are held in of Common Stock were reserved for issuance pursuant to outstanding Options granted under the treasury Stock Option Plans, (iii) 218,152 shares of Common Stock were reserved for issuance pursuant to Company's 1995 Employee Stock Purchase Plan (the "Stock Purchase Plan"), and (iv) 250,000 shares of Company; (C) 2,649,250 shares are issuable upon 's Series G Preferred Stock were authorized for issuance solely pursuant to the exercise of options outstanding under Company's the preferred stock benefit plans, and purchase rights (Dthe "Rights") 333,333 shares are issuable issued pursuant to outstanding warrantsthe Shareholder Protection Rights Agreement, dated as of November 21, 1997, between Company and SunTrust Bank, Atlanta, as rights agent (the "Company Rights Agreement"). Except as otherwise disclosed set forth in the immediately preceding sentence, at the close of business on Schedule 3.2April 15, there are 1998, no shares of capital stock (including without limitation shares of Series G Preferred Stock) or other equity securities of Company were issued, reserved for issuance or outstanding. All outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights rights. Except as specified above or rights in Section 4.1(c) of first refusal created by statutethe Disclosure Memorandum, neither Company nor any Subsidiary of Company has or, at or after the Certificate Effective Time will have, any outstanding option, warrant, call, subscription or other right, agreement or commitment which (i) obligates Company or any Subsidiary of Incorporation Company to issue, sell or Bylaws transfer, or repurchase, redeem or otherwise acquire, any shares of the capital stock of Company or any agreement to which Company is a party or by which it is bound. Except for Subsidiary of Company, (ii) restricts the rights created pursuant to this Agreement, there are no other options, warrants, calls, rights, commitments or agreements transfer of any character to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and Subsidiaries, or (iiiii) relates to the best voting of Company's knowledge, between any shares of Company or among any of Company's Shareholdersits Subsidiaries. No bonds, debentures, notes or other indebtedness of Company or any Subsidiary of Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the shareholders of Company or any Subsidiary of Company may vote are issued or outstanding.

Capital Structure. The authorized capital stock of the Company consists of (i) 5,000,000 16,000,000 shares of Company Common Stock and 2,000,000 shares of preferred stock, par value $0.01 par valueper share, none of the Company (“Company Preferred Stock”). As of the date of this Agreement: (i) 3,657,336 shares of Company Common Stock were issued and outstanding; (ii) 2,341,524 shares of Company Common Stock were held by the Company in its treasury and no shares of Company Common Stock were held by Subsidiaries of the Company; (iii) no shares of Company Preferred Stock were issued and outstanding; (iv) no shares of Company Preferred Stock were held by the Company in its treasury or were held by any Subsidiary of the Company; (v) 1,112,755 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans, of which is 503,991 shares are subject to outstanding or reserved for issuanceCompany Stock Options; and (iivi) 50,000,000 shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding 22,295 shares of Company Common Stock are subject to Company Stock-Based Awards that are accrued as of the date hereof under the Excess ESOP. All outstanding shares of capital stock of the Company are, and all shares thereof which may be issued prior to the Closing will be, when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights rights. The Company has delivered to Parent a true and complete list, as of the close of business on the date of this Agreement, of all outstanding Company Stock Options granted under the Company Stock Plans and all outstanding and unvested Company Stock-Based Awards granted or rights of first refusal created by statuteaccrued under the Company Stock Plans and the Excess ESOP, or otherwise granted, the Certificate number of Incorporation shares subject to each such Company Stock Option or Bylaws Company Stock-Based Award, the grant dates, the vesting schedule and the exercise prices (if any) of each such Company Stock Option or Company Stock-Based Award and the names of the holders thereof. Except as set forth in this Section 3.1(c), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or voting securities or other ownership interests of the Company, (B) any securities of the Company or any agreement to which Subsidiary of the Company is a party convertible into or by which it is bound. Except exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests of the rights created pursuant to this AgreementCompany, there are no other options, or (C) any warrants, calls, rightsoptions or other rights to acquire from the Company or any Subsidiary of the Company, commitments or agreements any obligation of the Company or any character to which Company is a party or by which it is bound obligating Company of its Subsidiaries to issue, deliverany capital stock, voting securities or other ownership interests in, or securities convertible into or exchangeable or exercisable for, capital stock or voting securities or other ownership interests of the Company, and (y) there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased any such securities, other than pursuant to any “cashless exercise” provision of any Company Stock Options as previously disclosed to Parent. Except as set forth in Section 3.1(c) of the Company Disclosure Schedule, there are no outstanding (A) securities of the Company or redeemed, any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests in any Subsidiary of the Company, (B) warrants, calls, options or other rights to acquire from the Company or obligating any of its Subsidiaries, or any obligation of the Company or any of its Subsidiaries to grantissue, extendany capital stock, accelerate voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for, any capital stock, voting securities or other ownership interests in, any Subsidiary of the vesting Company or (C) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities of Subsidiaries of the Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party and, to the knowledge of the Company as of the date hereof, no other Person having beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of 5% or more of the outstanding Company Common Stock (a “Major Company Stockholder”) is a party, to any agreement restricting the transfer of, change relating to the price voting of, requiring registration of, or otherwise amend granting any preemptive or enter into antidilutive rights with respect to any such option, warrant, call, right, commitment of the securities of the Company or agreementany of its Subsidiaries. There are no contracts, commitments voting trusts or other agreements relating or understandings to voting, purchase which the Company or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) Subsidiaries is a party or, to the best knowledge of Company's knowledgethe Company as of the date hereof, between any Major Company Stockholder is a party with respect to the voting of the capital stock of the Company or among any of Company's Shareholdersits Subsidiaries.

Capital Structure. The authorized capital stock of the Company consists solely of (i) 5,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 10,000,000 shares of Common Stock, $0.01 par value, of which (A) 11,819,653 5,135,516 shares are were issued and outstanding as of the close of business on January 27, 2006. Since such date, the Company has not issued any shares of Common Stock. All of the outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, (B) nonassessable. The Company has no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable Common Stock reserved for issuance other than 50,000 Shares reserved for issuance pursuant to outstanding warrantsthe Company’s Amended and Restated 2001 Stock Option Plan (the “Stock Plan”). Except as otherwise disclosed on Schedule 3.2, there There are no options to purchase Common Stock or other awards granted under the Stock Plan or rights outstanding in respect of securities of the Company or any of its Subsidiaries under any other Company Benefit Plan (collectively, “Company Options and Awards”). Each of the outstanding shares of capital stock or voting other securities and no outstanding commitments to issue any shares of capital stock or voting securities after each of the date hereof. All outstanding shares of Company Common Stock are Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable nonassessable and are owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any liens lien, pledge, security interest, claim or encumbrances other than encumbrance (collectively, “Liens”). Except for the Top-Up Options, there are no preemptive or other options, warrants, rights, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, redemption rights, repurchase rights, calls, stock-based performance units, commitments, Contracts, arrangements or undertakings of any liens or encumbrances created by or imposed upon kind to which the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company of its Subsidiaries is a party or by which it is bound. Except for the rights created pursuant to this Agreement, there are no other options, warrants, calls, rights, commitments or agreements any of any character to which Company is a party or by which it them is bound (i) obligating the Company or any of its Subsidiaries to issue, deliver, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any shares of capital stock or other equity interests in, or any security convertible into, or exercisable or exchangeable for, any capital stock of or other equity interest in, the Company or any of its Subsidiaries or any Voting Debt, (ii) obligating the Company or any of its Subsidiaries to issue, grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or agreementundertaking or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of shares of capital stock of or other equity interests in, or any security convertible into, or exercisable or exchangeable for, any capital stock of or other equity interest in, the Company or any of its Subsidiaries or any Voting Debt, and no such obligations, instruments or securities are authorized, issued or outstanding. There are no contracts, commitments voting trusts or agreements relating other arrangements or understandings to voting, purchase which the Company or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) Subsidiaries is a party with respect to the best voting of Company's knowledge, between any capital stock of or among other equity interest in the Company or any of its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter (“Voting Debt”). The Company does not own, directly or indirectly, any voting interest that may require a filing by Parent or any of its affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Exhibit 21 to the Company's Shareholders’s Annual Report on Form 10-K for the fiscal year ended July 31, 2005, includes all of the Subsidiaries of the Company that, as of the date of this Agreement are “Significant Subsidiaries” (as defined in Rule 1-02 of Regulation S-X of the SEC).

Capital Structure. (a) The authorized capital stock of the Company consists of (i) 5,000,000 shares an unlimited number of preferred stock, $0.01 par value, none Company Shares and an unlimited number of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares of Common Stock, $0.01 par valuepreference shares, of which (A) 11,819,653 20,040,213 Company Shares were issued and outstanding and nil preference shares are were issued and outstanding as of the close of business on October 30, 2019. All of the outstanding Company Shares have been duly authorized and are validly issued, fully paid and non-assessable, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable . Other than 1,311,171 Company Shares reserved for issuance pursuant to outstanding warrantsawards under the Stock Option Plan, of which 958,971 Company Shares relate to awards under the Stock Option Plan having an exercise price of less than the Consideration Value, and 291,895 Company Shares reserved for issuance pursuant to outstanding awards under the RSU Plan, the Company has no Company Shares reserved for issuance. Except as otherwise disclosed on Schedule 3.2, there are no other Each of the outstanding shares or other securities of capital stock or voting securities and no outstanding commitments to issue any shares each of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable and are owned by the Company, a direct or indirect wholly-owned Subsidiary of the Company or the party specified in Section (2)(c) of the Company Disclosure Letter, free and clear of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is boundLiens except Permitted Liens. Except for the rights created SRP Rights issued pursuant to this Agreementthe Shareholder Rights Plan as set forth above, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, rights, commitments or agreements rights of any character to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of kind that obligate the Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) Subsidiaries to issue or sell any shares or other securities of the best of Company's knowledge, between Company or among any of Company's Shareholdersits Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding.

Capital Structure. (i) The authorized capital stock of the Company consists of (i) 5,000,000 25,000,000 shares of common stock of the Company, par value $1.00 per share, of which 2,843,064 shares are outstanding, including 8,983 shares held as treasury stock, and 1,000,000 shares of preferred stockstock of the Company, par value $0.01 par value1.00 per share, none of which is 22,500 shares of Series A Preferred Stock and 1,125 shares of Series B Preferred Stock are issued and outstanding. All of the outstanding or Shares and shares of Series A Preferred Stock and Series B Preferred Stock have been duly authorized and are validly issued, fully paid and nonassessable. Section 5.1(b)(i) of the Company Disclosure Letter sets forth a complete and accurate list of the names and addresses of all holders of record, as of the date of this Agreement, of Shares. The Company has no Shares reserved for issuance; and (ii) 50,000,000 shares . Each of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting other securities and no outstanding commitments to issue any shares of capital stock or voting securities after each of the date hereof. All outstanding shares of Company Common Stock are Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonnonassessable and, except for directors’ qualifying shares, owned by the Company or by a direct or indirect wholly-assessable owned Subsidiary of the Company, free and are free clear of any liens lien, charge, pledge, security interest, claim or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereofencumbrance (each, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is bound“Lien”). Except for the rights created pursuant to this Agreement, there There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, rights, commitments or agreements rights of any character kind that obligate the Company or any of its Subsidiaries to which Company is a party issue or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, sell any shares of capital stock or other securities of the Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the best of Company's knowledge, between Company or among any of Company's Shareholdersits Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter.

Capital Structure. The authorized share capital stock of Company Teva consists of (i) 5,000,000 999,575,693 ordinary shares, 424,247 class “A” ordinary shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares of Common Stock, $0.01 par value60 deferred shares, of which (A) 11,819,653 shares are 277,108,725 Teva Ordinary Shares, including 199,231,374 Teva Ordinary Shares represented by 199,231,374 outstanding Teva ADSs, were outstanding as of the close of business on October 29, 2003. One Teva ADS represents one Teva Ordinary Share. All of the issued and outstanding as Teva Ordinary Shares and Teva ADSs have been, and all Teva ADSs representing Teva Ordinary Shares which are to be issued pursuant to the Merger have been duly authorized and will be, when issued in accordance with the terms of this Agreement, validly issued, fully paid and non-assessable, (B) no shares nonassessable and are held in not subject to any preemptive or similar right. Each of the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock stock, ownership interests, or voting other securities and no outstanding commitments to issue any of each of the Teva’s Significant Subsidiaries (including without limitation the shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are Merger Sub) is duly authorized, validly issued, fully paid and nonnonassessable and is owned by Teva or a direct or indirect wholly-assessable owned Subsidiary of Teva, free and are free clear of any liens lien, pledge, security interest, claim or encumbrances other than any liens or encumbrances created by or imposed upon encumbrance. Except pursuant to Teva’s stock plans (collectively, the holders thereof“Teva Stock Plans”), as set forth on Section 5.2(b) of the Teva Disclosure Schedules, and are not subject to preemptive rights or rights except as otherwise set forth on Section 5.2(b) of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is bound. Except for the rights created pursuant to this AgreementTeva Disclosure Schedules, there are no preemptive or other outstanding rights, options, warrants, calls, conversion rights, commitments or agreements of any character to which Company is a party or by which it is bound obligating Company to issuestock appreciation rights, deliver, sellredemption rights, repurchase rights, agreements, arrangements or redeem, commitments to issue or cause to be issued, delivered, sold, repurchased or redeemed, sell any shares of capital stock stock, ownership interests or other securities of Company Teva or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) Significant Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to the best subscribe for or acquire, any securities of Company's knowledge, between Teva or among any of Company's Shareholdersits Significant Subsidiaries, and so securities or obligations evidencing such rights authorized, issued or outstanding. Except as set forth on Section 5.2(b) of the Teva Disclosure Schedules, Teva does not have outstanding any Voting Debt.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 40,000,000 shares of common stock, $.01 par value (i) 5,000,000 "Company Common Stock"), and 2,000,000 shares of preferred stock, $0.01 .01 par valuevalue ("Company Preferred Stock"). At the date hereof, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are 10,252,844 Company Shares were issued and outstanding as fully paid and non-assessable, (B) no shares of Company Preferred Stock were issued and outstanding. In addition, at the date hereof, an aggregate of 1,114,930 shares of Company Common Stock were reserved for issuance under various employee and director plans and agreements of the Company all as accurately described in all material respects in Section 3.1(c) of the Company Disclosure Letter. Except as -------------- set forth above, no shares of capital stock or other equity or voting securities of the Company are held in reserved for issuance or outstanding. All outstanding shares of capital stock of the treasury of Company; (C) 2,649,250 Company are, and all such shares are issuable upon the exercise of stock options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorizedwill be, validly issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights rights. No capital stock has been issued by the Company since July 14, 1998, to the date hereof, other than shares of Company Common Stock issued pursuant to options outstanding on or rights prior to such date in accordance with their terms at such date. Except pursuant to stock option plans of first refusal created by statutethe Company described in Section 3.1(l) of the Company Disclosure Letter -------------- (collectively, the Certificate of Incorporation or Bylaws of "Company or any agreement to which Company is a party or by which it is bound. Except for the rights created pursuant to this AgreementStock Plans"), there are no other outstanding or authorized securities, options, warrants, calls, rights, commitments commitments, preemptive rights, agreements, arrangements or agreements undertakings of any character kind to which the Company or any of its subsidiaries is a party, or by which any of them is bound, obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock or other equity or voting securities of, or other ownership interests in, the Company or any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except as set forth in Section 3.1(c) of the Company Disclosure Letter, all of which shall be -------------- terminated without cost to the Company by the Effective Time of the Merger, there are not as of the date hereof and there will not be at the Effective Time any stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound obligating Company relating to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, the voting of any shares of the capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreementCompany. There are no contracts, commitments or agreements relating restrictions on the Company with respect to voting, purchase or sale voting the stock of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholderssubsidiaries.

Capital Structure. The authorized capital stock of the Company consists of (i) 5,000,000 60,000,000 shares of Class A Common Stock, (ii) 10,000,000 shares of Class B Common Stock and (iii) 10,000,000 shares of preferred stock, par value $0.01 par valueper share (the “Company Preferred Stock”). As of the date hereof, none of which is outstanding or reserved for issuance; and (iiA) 50,000,000 18,520,585 shares of Class A Common Stock, $0.01 par value, 2,560,093 shares of which (A) 11,819,653 Class B Common Stock and no shares of Company Preferred Stock are issued and outstanding as fully paid and non-assessableoutstanding, (B) no shares of Class A Common Stock and no shares of Class B Common Stock are held by the Company in the treasury of Company; its treasury, (C) 2,649,250 3,665,148 shares of Class A Common Stock are issuable upon subject to outstanding Company Options and 777,052 shares of Class A Common Stock are reserved for issuance pursuant to the exercise of options outstanding under Company's stock benefit plans, Company Stock Plans and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding 14,338,957 shares of Company Common Stock are subject to outstanding Company Warrants. Section 3.3 of the Company Disclosure Schedule sets forth, as of the date hereof, the holder, grant date, regular vesting date(s) and expiration date of each Company Option. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth in Section 3.3 of the Company Disclosure Schedule, all outstanding shares of the Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Certificate of Incorporation Company Charter, the Company By-laws or Bylaws of any Contract to which the Company or any agreement Company Subsidiary is a party or otherwise bound. There are 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 holders of shares of the Company Common Stock may vote (“Voting Company Debt”). Except as set forth above and except as set forth in Section 3.3 of the Company Disclosure Schedule, there are no outstanding or authorized options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments or Contracts of any kind to which the Company or any Company Subsidiary is a party or by which it any of them is bound. Except for bound (x) obligating the rights created pursuant Company or any Company Subsidiary to this Agreement, there are no other options, warrants, calls, rights, commitments or agreements make a payment to any person solely due to such person’s ownership of any character to which Company is a party Securities or by which it is bound equity securities of any Company Subsidiary (other than under the organizational documents of the Company and the Company Subsidiaries), (y) obligating the Company or any Company Subsidiary to issue, deliver, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other 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 Company Subsidiary or any Voting Company Debt or (z) obligating the Company or any Company Subsidiary to issue, grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, security, commitment or agreementContract. There Except as set forth in Section 3.3 of the Company Disclosure Schedule and except as set forth in the certificate of designations relating to the DPC Preferred Stock, there are not any outstanding or authorized contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.3 of the Company Disclosure Schedule, there are no contractsvoting trusts, commitments proxies or other written agreements relating or understandings to votingwhich the Company, purchase any Company Subsidiary or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) their respective stockholders or equity owners is a party or by which the Company or any of the Company Subsidiaries or their respective stockholders or equity owners is bound with respect to the best voting of Company's knowledgeany shares of capital stock, between or among any other equity or voting security or interest of Company's Shareholdersthe Company or any Company Subsidiary. Except as set forth in Section 3.3 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is the subject of any voluntary bankruptcy, dissolution, liquidation, reorganization or similar proceeding and, except as set forth in Section 3.3 of the Company Disclosure Schedule, as of the date of this Agreement, neither the Company nor any Company Subsidiary is the subject of any involuntary or other bankruptcy, dissolution, liquidation, reorganization or similar proceeding. Each holder of Company Common Stock is subject to “drag-along” obligations that are at least no less favorable to the beneficiary of such rights as the “drag along” obligations described in Section 4.4 of the Investors’ Agreement, and such “drag-along” obligations apply to the Transactions.

Capital Structure. The capitalization of the Company as of the date hereof, including the authorized capital stock of Company consists of (i) 5,000,000 shares of preferred stock, $0.01 par valuethe number of shares issued and outstanding, none the number of which is outstanding or shares issuable and reserved for issuance; and (ii) 50,000,000 shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (B) no shares are held in issuance pursuant to the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit option plans, the number of shares issuable and (D) 333,333 shares are issuable reserved for issuance pursuant to outstanding warrantssecurities exercisable or exchangeable for, or convertible into, any shares of capital stock is set forth on SCHEDULE 2.4 of the Company Disclosure Schedule. Except as otherwise disclosed on Schedule 3.2, there are no other All of such outstanding shares of capital stock have been, or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorizedupon issuance, will be, validly issued, fully paid and non-assessable and assessable. Except as set forth on SCHEDULE 2.4, no shares of capital stock of the Company are free of subject to preemptive rights or any liens other similar rights or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which the Company is a party or by which it is boundparty. Except for the rights created pursuant to this Agreementas set forth on SCHEDULE 2.4, there are no other outstanding options, warrants, callsscrip, rightsrights to subscribe to, calls or commitments or agreements of any character to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeemwhatsoever relating to, or cause to be issued, delivered, sold, repurchased securities or redeemedrights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, nor are any such issuances or arrangements contemplated. The Company has furnished to the best Purchaser or its representatives true and correct copies of all instruments and agreements governing securities convertible into or exercisable or exchangeable for capital stock of the Company's knowledge. EXHIBIT A sets forth a true, between correct and complete list of all Persons that hold equity in the Company, or among any instrument convertible into equity as of Company's Shareholdersthe Closing Date, and sets forth the state of residence for each such Person. Company shall deliver an updated EXHIBIT A at or prior to the Closing Date.

Capital Structure. (a) The authorized capital stock of the Company consists of (i) 5,000,000 40,000,000 shares of preferred stockCompany Common Stock, $0.01 par value, none 27,056,778 shares of which is are issued and outstanding or reserved for issuance; and (ii) 50,000,000 2,000,000 shares of Common Company Preferred Stock, $0.01 par value, 2,000,000 shares of which (A) 11,819,653 shares are issued and outstanding outstanding. The capitalization of the Company is as fully paid set forth on SCHEDULE 2.03(A) hereto. The names, addresses, number of shares held and non-assessable, (Bdomiciles of each the Company Shareholder are set forth on SCHEDULE 2.03(A) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrantshereto. Except as otherwise disclosed set forth on Schedule 3.2SCHEDULE 2.03(A) hereto, there are no other outstanding shares of capital stock of the Company authorized, issued or voting securities outstanding. Except for Company Common Stock and Company Preferred Stock set forth on SCHEDULE 2.03(A) hereto, there are no classes or series of ownership interests of the Company of any kind authorized, outstanding commitments to issue any shares of capital stock or voting securities after the date hereofissuable. All outstanding shares of Company Common Stock and Company Preferred Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereofassessable, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate Articles of Incorporation or Bylaws of Company the Company, or any agreement to which the Company is a party or by which it is bound. Except for the rights created pursuant to this AgreementAll shares of Company Common Stock and Company Preferred Stock have been issued in compliance with all applicable federal and state securities laws. The designations, there are no other optionspowers, warrants, callspreferences, rights, commitments or agreements of any character to which Company is a party or by which it is bound obligating Company to issuequalifications, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock limitations and restrictions in respect of Company or obligating Common Stock and Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreementPreferred Stock are as set forth in SCHEDULE 2.03(A) hereto. There are no contracts, commitments declared or agreements relating accrued but unpaid dividends with respect to voting, purchase or sale any shares of Company's the Company capital stock (i) between or among and none of the Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholderscapital stock is held in treasury.

Capital Structure. The authorized capital stock of the Company consists of (i) 5,000,000 10,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; Company Common Stock and (ii) 50,000,000 2,000,000 shares of preferred stock (“Company Preferred Stock”). At the date hereof (the “Stock Reference Date”): (i) 5,932,653 shares of Company Common Stock, $0.01 par value, of which (A) 11,819,653 shares Stock are issued and outstanding as fully paid and non-assessable, outstanding; (Bii) no 463,291 shares of Company Common Stock are held by the Company in the treasury of Companyits treasury; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (Diii) 333,333 593,082 shares of Company Common Stock are issuable subject to outstanding employee, consultants and directors stock options to purchase Company Common Stock (collectively, the “Company Stock Options”) granted pursuant to outstanding warrantsthe Company’s incentive plans (collectively, the “Company Stock Plans”), all such stock options are set forth on Section 3.1(c) of the Company Disclosure Schedule. Except as otherwise disclosed on Schedule 3.2No shares of the Company Preferred Stock have been issued or are outstanding. Other than the Company Stock Options, there are no other outstanding securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities are outstanding as of the Stock Reference Date, and no outstanding commitments warrants, calls, options or other rights to issue any acquire shares of capital stock or voting securities after were outstanding as of the date hereofStock Reference Date. All outstanding shares of Company Common Stock are of the Company are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and are free were not issued, and will not be issued, in violation of any liens preemptive or encumbrances other than similar rights of any liens or encumbrances created by or imposed upon the holders thereofPersons, and are not subject were issued in accordance with the registration and qualification requirements of the Securities Act and all Legal Requirements applicable to preemptive rights the offer and sale of securities or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement pursuant to which Company is a party or by which it is boundvalid exemptions therefrom. Except for the rights created pursuant to this AgreementCompany Stock Options and the issued and outstanding shares and treasury shares described above, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be not issued, delivered, sold, repurchased reserved for issuance or redeemed, outstanding (A) any shares of capital stock or other voting securities of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company or obligating (C) any warrants, calls, options or other rights to acquire from the Company to grant, extend, accelerate any capital stock or voting securities of the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreementCompany. There are no contractsoutstanding obligations of the Company to repurchase, commitments redeem or agreements relating otherwise acquire any such securities. The Company is not a party to voting, purchase or sale any voting agreement with respect to the voting of Company's any such securities. There are no outstanding obligations of the Company to register under the Securities Act any shares of its capital stock (i) between or among Company and to include in any registration of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholderscapital stock shares held by others.

Capital Structure. The authorized capital stock of the Company consists of 95,000,000 shares of Company Common Stock, and 5,000,000 preferred shares, without par value (the "Company Preferred Stock"). At the close of business on June 30, 2004: (i) 5,000,000 53,342,125 shares of preferred stock, $0.01 par value, none Company Common Stock were issued and outstanding; (ii) no shares of which is outstanding or reserved for issuanceCompany Preferred Stock were issued and outstanding; and (ii) 50,000,000 shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (Biii) no shares are of Company Common Stock were held in the treasury of the Company; (C. The Company has outstanding Company Options to acquire 2,810,392 shares of Company Common Stock. Section 3.1(c) 2,649,250 shares are issuable upon of the exercise Company Disclosure Letter contains a true and complete list as of options June 30, 2004 of all outstanding under Company's stock benefit plansCompany Options, and (D) 333,333 shares are issuable pursuant stock awards and the number, exercise prices, vesting schedules and expiration dates of each grant to outstanding warrantssuch holders. Except as otherwise disclosed on Schedule 3.2, there There are no phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any capital stock of the Company. All outstanding shares of capital stock or voting securities of the Company are, and no outstanding commitments to issue any all shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are that may be issued will be, when issued, duly authorized, validly issued, fully paid and non-assessable and are free of any liens nonassessable. Except as set forth in this Section 3.1(c) or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereofas permitted pursuant to Section 4.1(a), and (A) there are not subject to issued, reserved for issuance or outstanding (1) any shares of capital stock or other voting securities of the Company or any Company Subsidiary, (2) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company or any Company Subsidiary, or (3) any warrants, calls, options, preemptive rights or rights, rights of first refusal created by statute, or other rights to acquire from the Certificate of Incorporation or Bylaws of Company or any agreement Company Subsidiary, and no obligation of the Company or any Company Subsidiary to which issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company is a party or by which it is bound. Except for the rights created pursuant to this Agreement, any Company Subsidiary and (B) there are no other optionsoutstanding obligations of the Company or any Company Subsidiary to repurchase, warrants, calls, rights, commitments redeem or agreements of otherwise acquire any character to which Company is a party such securities or by which it is bound obligating Company to issue, deliver, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any shares of capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment securities. Neither the Company nor any Company Subsidiary is a party to any voting agreement or agreementproxy with respect to the voting of any such securities. There are no contractsoutstanding bonds, commitments debentures, notes or agreements relating other indebtedness of the Company having the right to votingvote (or convertible into, purchase or sale exchangeable for, securities of the Company having the right to vote) on any matter on which the Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholdersshareholders may vote.

Capital Structure. (a) The authorized capital stock of the Company consists solely of (i) 5,000,000 155,587,386 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; Series A Prime Preferred Stock and (ii) 50,000,000 1,964,919,785 shares of Common Stock, $0.01 par value, . A total of which (Ai) 11,819,653 147,735,654 shares of Series A Prime Preferred Stock and (ii) 1,592,640,443 shares of Common Stock are issued and outstanding as fully paid and non-assessable, (B) of the Agreement Date. There are no shares are of Capital Stock owned by the Company, held by the Company in the Company’s treasury or held by any of the Company; ’s Subsidiaries. Schedule 2.2(a) of the Company Disclosure Letter accurately sets forth, as of the Agreement Date, a true, correct and complete list of (Ci) 2,649,250 the Stockholders that are the record and beneficial owners of the issued and outstanding shares of Capital Stock and the number and type of such shares so owned by such Stockholder and the respective certificate number(s) representing such Shares, or a notation that such Shares are issuable upon the exercise of options outstanding under Company's stock benefit plansnot certificated, and (Dii) 333,333 the number of shares of Capital Stock that are issuable pursuant to outstanding warrantsnot vested under the terms of any Contract with the Company (including any stock option agreement, stock option or warrant exercise agreement) as of the Agreement Date (the “Unvested Shares”), including as applicable the number and type of Unvested Shares, the per share purchase price paid for such Unvested Shares, the vesting schedule in effect for such Unvested Shares (and the terms of any acceleration thereof) and the per share repurchase price payable for such Unvested Shares. Except as otherwise disclosed Each share of Preferred Stock is convertible into Common Stock on Schedule 3.2, there are a one-for-one basis. The Company has never declared or paid any dividends on any shares of Capital Stock. There is no other Liability for dividends accrued or declared and unpaid by the Company. All issued and outstanding shares of capital stock or voting securities Capital Stock and no outstanding commitments to issue any shares all Equity Interests of capital stock or voting securities after the date hereof. All outstanding shares Company and each of Company Common Stock its Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereofEncumbrances, and are not subject to outstanding subscriptions, preemptive rights or rights, rights of first refusal or “put” or “call” rights created by statute, or any Contract to which the Certificate of Incorporation or Bylaws of Company or any agreement to which Company of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries or any of their respective assets is bound. Except for The Company is not under any obligation to register under the rights created pursuant to this AgreementSecurities Act any shares of Capital Stock, there are no any Equity Interests or any other optionssecurities of the Company, warrantswhether currently outstanding or that may subsequently be issued. All shares of Capital Stock, callsall Company Equity Awards and all Warrants of the Company and each of its Subsidiaries were issued in compliance with all Applicable Law and all requirements set forth in the Organizational Documents, rightscertificate of incorporation, commitments bylaws or agreements other equivalent organizational documents, as applicable, of the Company and each of its Subsidiaries, and any character applicable Contracts to which the Company or any of its Subsidiaries is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of the Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between Subsidiaries or among any of Company's Shareholderstheir respective assets is bound.

Capital Structure. The authorized capital stock of the Company consists of 105,000,000 shares, consisting of (i) 100,000,000 shares of Company Common Stock, and (ii) 5,000,000 shares of preferred stock, par value $0.01 par value0.001 per share (“Company Preferred Stock”), none of which is 1,000,000 shares have been designated as Series A Preferred Stock. As of June 13, 2005, (a) 61,161,746 shares of Company Common Stock were issued and outstanding or and (b) 1,000,000 shares of Series A Preferred Stock were reserved for issuance; and (ii) 50,000,000 . No shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares Company Preferred Stock are issued or outstanding. Each of the outstanding shares of capital stock or other securities of the Company is, and outstanding as each share of Company Common Stock which may be issued in connection with any Company Options or Warrants will be, duly authorized, validly issued, fully paid and non-assessable, (B) no shares are held in . Each of the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting other securities and no outstanding commitments to issue any shares of capital stock or voting securities after each of the date hereof. All outstanding shares of Company Common Stock are Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable and are is owned by the Company or a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any liens lien, pledge, claim, option, charge, security interest, limitation, encumbrance and restriction of any kind (including any restriction on the right to vote, sell or encumbrances otherwise dispose of such capital stock of other ownership interests). Other than any liens or encumbrances created by or imposed upon with respect to the holders thereof, and are not subject to preemptive rights or rights Subsidiaries listed on Section 3.1(c) of first refusal created by statutethe Company Disclosure Schedule, the Certificate Company does not directly or indirectly own any securities or other beneficial ownership interests in any other entity (including through joint ventures or partnership arrangements), or have any investment in any other person. Other than as specified in Section 3.1(c) of Incorporation or Bylaws of the Company or any agreement to which Company is a party or by which it is bound. Except for the rights created pursuant to this AgreementDisclosure Schedule, there are no preemptive or other options, warrants, calls, outstanding rights, Company Options, Warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments or agreements of any character kind to which the Company or any of its Subsidiaries is a party party, or by which it is bound the Company or any of its Subsidiaries are bound, obligating the Company or any of its Subsidiaries to issue, deliver, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any shares of capital stock or other securities of the Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and (iino securities or obligations evidencing such rights are authorized, issued or outstanding. Other than as specified in Section 3.1(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or aware of any voting or other stockholders agreement with respect to its securities or the securities of any of its Subsidiaries. Other than as set forth in Section 3.1(c) of the Company Disclosure Schedule, there are not any outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or to file any registration statement with respect to any shares of capital stock of the Company or any of its Subsidiaries. The Warrants are exercisable only for Company Common Stock. No Subsidiary of the Company owns any Company Common Stock, Company Options or other interest convertible into or determined by reference to the best value of Company's knowledgeCompany Common Stock. No bonds, between debentures, notes or among other indebtedness of the Company or any of Company's Shareholdersits Subsidiaries having the right to vote on any matters on which stockholders may vote (or which is convertible into, or exchangeable for, securities having such right) are issued or outstanding as of the date hereof.

Capital Structure. The authorized capital stock of the Company consists of (i) 5,000,000 100,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.01 par value.01 per share ("Company Preferred Stock"). At the close of business on December 20, 2001, (i) 38,766,678 shares of Company Common Stock were issued and outstanding, none of which is outstanding shares are subject to restrictions (other than with respect to Rule 144 of the Securities Act) or reserved for issuance; and forfeiture risks, (ii) 50,000,000 no shares of Company Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessableStock were held by the Company in its treasury, (Biii) 5,623,424 shares of Company Common Stock were issuable pursuant to outstanding Company Stock Options, and (iv) no shares are held in of Company Preferred Stock were issued or outstanding. Since December 20, 2001, except as permitted by Section 4.1(a)(ii) of this Agreement, (i) there have been no issuances of capital stock of the treasury Company (or securities convertible into or exchangeable or exercisable for such capital stock) other than issuances of Company; (C) 2,649,250 shares are issuable upon Company Common Stock pursuant to the exercise of options outstanding on December 20, 2001 under Company's stock benefit plansCompany Stock Plans, and (Dii) 333,333 no options, warrants, securities convertible into, or commitments with respect to the issuance of shares are issuable pursuant to outstanding warrantsof Company Common Stock have been issued, granted or made. Except as otherwise disclosed on Schedule 3.2, there are no other All outstanding shares of capital stock or voting securities of the Company are, and no outstanding commitments all shares which may be issued pursuant to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights rights. There are no bonds, debentures, notes or rights other indebtedness of first refusal created by statutethe Company having the right to vote (or convertible into, or exchangeable for, securities having the Certificate right to vote) on any matters on which stockholders of Incorporation or Bylaws the Company may vote. Except (i) as set forth above in this Section 3.1(c), and (ii) for shares of Company Common Stock reserved for issuance under any plan or any agreement to which Company is a party or by which it is bound. Except arrangement providing for the rights created grant of options to purchase shares of Company Common Stock to current or former officers, directors, employees or consultants of the Company or its Subsidiaries or resulting from the issuance of shares of Company Common Stock pursuant to this AgreementStock Options outstanding as of the close of business on December 20, 2001, (x) there are no not issued, issuable, reserved for issuance or outstanding (A) any shares of capital stock or other optionsvoting securities of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company, (C) any warrants, calls, rightsoptions or other rights to acquire from the Company or any Subsidiary of the Company, commitments and no obligation of the Company or agreements any Subsidiary of any character to which Company is a party or by which it is bound obligating the Company to issue, deliverany capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or (D) stock appreciation rights or rights to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise; and (y) there are not any outstanding obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased any such securities. Neither the Company nor any Subsidiary is a party to any voting agreement with respect to the voting of any such securities. Except as set forth in this Section 3.1(c), there are no issued, issuable, reserved for issuance or redeemed, outstanding (A) securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (B) warrants, calls, options or other rights to acquire from the Company or obligating any Subsidiary of the Company, and no obligation of the Company or any Subsidiary of the Company to grantissue, extendany capital stock, accelerate the vesting of, change the price ofvoting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Subsidiary of the Company or (C) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise amend or enter into acquire any such optionoutstanding securities of Subsidiaries of the Company or to issue, warrantdeliver or sell, callor cause to be issued, rightdelivered or sold, commitment any such securities. Except as set forth above in this Section 3.1(c), neither the Company nor any Subsidiary is a party to or agreement. There are no contracts, commitments bound by any agreement regarding any securities of the Company or agreements relating to voting, purchase or sale any Subsidiary of the Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholders.

Capital Structure. The authorized capital stock of the Company consists of 100,000,000 Company Shares, of which 21,185,790 Company Shares were issued and outstanding and no Company Shares were held in treasury as of the close of business on the Agreement Date, and 5,000,000 shares of Preferred Stock, par value $0.01 per share (the "Company Preferred Shares"), of which 850 Company Preferred Shares were outstanding as of the close of business on the Agreement Date. All of the outstanding Company Shares have been duly authorized and are validly issued, fully paid and nonassessable. Other than (i) 5,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; Company Shares subject to issuance as set forth below and (ii) 50,000,000 as set forth on Schedule 5.2, the Company has no Company Shares, Company Preferred Shares or other shares of Common Stockcapital stock reserved for or otherwise subject to issuance, $0.01 par valueas of the Agreement Date. As of the Agreement Date, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (B) no shares are held in there were not more than 8,100,000 Company Shares that the treasury of Company; (C) 2,649,250 shares are issuable upon Company was obligated to issue pursuant to the exercise of options outstanding under Company's stock benefit plans, plans (collectively the "Company Stock Plans") and (D) 333,333 shares are issuable pursuant to outstanding stock purchase warrants. Except as otherwise disclosed on Schedule 3.2, there are no other Each of the outstanding shares of capital stock or voting other securities and no outstanding commitments of each of the Company's "Significant Subsidiaries" (as defined in Rule 1-02(w) of Regulation S-X promulgated pursuant to issue the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are Subsidiaries that if aggregated would together constitute a Significant Subsidiary) is duly authorized, validly issued, fully paid and nonnonassessable and owned by the Company or a direct or indirect wholly-assessable owned Subsidiary of the Company, free and are free clear of any liens lien, pledge, security interest, claim or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is boundencumbrance. Except for as set forth above or as set forth on Schedule 5.2, as of the rights created pursuant to this AgreementAgreement Date, there are no preemptive or other outstanding rights, options, warrants, calls, conversion rights, commitments or agreements of any character to which Company is a party or by which it is bound obligating Company to issuestock appreciation rights, deliver, sellredemption rights, repurchase rights, agreements, arrangements or redeem, commitments to issue or cause to be issued, delivered, sold, repurchased or redeemed, sell any shares of capital stock or other securities of the Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) Significant Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the best of Company's knowledge, between Company or among any of Company's Shareholders.its Significant Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except as set forth on Schedule 5.2, as of the Agreement Date, the Company does not have

Capital Structure. (a) The authorized capital stock of the Company consists of (i) 5,000,000 23,000,000 Shares, 14,674,936 of which were issued and outstanding as of the close of business on November 9, 2021 (the “Reference Date”), and (ii) 100,000 shares of preferred stockstock of the Company, par value $0.01 par value1.00 per share, none of which is were outstanding or as of the date of this Agreement. All of the outstanding Shares have been, and all of the Shares reserved for issuance; and (ii) 50,000,000 shares of Common Stockissuance with respect to the 2016 Plan, $0.01 par valuewhen issued in accordance with the respective terms thereof, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessablewill be, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable. The Company has a number of Shares reserved for issuance equal to at least the number of Shares issuable with respect to outstanding Company Equity Awards. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued and, where such concepts are applicable, fully paid and non-assessable and are owned by the Company or by a Wholly Owned Subsidiary of the Company, free and clear of any liens or encumbrances other than Encumbrance. At the close of business on the Reference Date, there were outstanding (A) Company Options to purchase an aggregate of 659,080 Shares, (B) Company SARs linked to an aggregate of 53,900 Shares and (C) Company RSUs (including for the avoidance of doubt any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws dividend equivalent units credited in respect of Company or any agreement RSUs) with respect to which Company is a party or by which it is boundan aggregate of 19,800 Shares. Except for the rights created pursuant to this Agreement, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend other equity or enter into any such optionvoting interests in, warrantthe Company’s Subsidiaries, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among neither the Company and nor any of its Shareholders and Subsidiaries owns, directly or indirectly, any capital stock of, or other equity or voting interests in any Person (ii) to the best of Company's knowledgeor any security or other right, between Contract or among commitment convertible into or exercisable or exchangeable for, any of Company's Shareholderscapital stock of, or other equity or voting interest in any Person).

Capital Structure. The authorized capital stock of the Company consists of (i) 5,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares of Common Stock, $0.01 par value100,000,000 Shares, of which 28,762,983 Shares were outstanding as of the close of business on April 29, 1999, 250,000 shares of nonvoting common stock par value $0.01 per share, of the Company, of which no shares were outstanding as of the date hereof and 2,000,000 shares of Preferred Stock, par value $0.01 per share (A) 11,819,653 the "Preferred Shares"), of the Company, of which no shares are were outstanding as of the date hereof. All of the issued and outstanding as Shares have been duly authorized and are validly issued, fully paid and non-assessablenonassessable. The Company has no Shares reserved for or subject to issuance, (B) no shares are held except that, as of April 29, 1999, there were 3,313,104 Shares reserved in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable aggregate for issuance pursuant to outstanding warrantsthe Company 1997 Stock Option Plan, the Company 1993 Amended and Restated Stock Option Plan, the Company 1987 Amended and Restated Stock Option Plan, the Company 1995 Non-Employee Director Stock Option Plan and the Company 1996 Non-Employee Director Stock Option Plan (collectively, the "Stock Plans"). Except as otherwise disclosed on Schedule 3.2, there are no other Each of the outstanding shares of capital stock or voting other securities and no outstanding commitments to issue any shares of capital stock or voting securities after each of the date hereof. All outstanding shares of Company Common Stock are Company's Subsidiaries is duly authorized, validly issued, fully paid and nonnonassessable and owned by the Company or a direct or indirect wholly-assessable owned Subsidiary of the Company, free and are free clear of any liens lien, pledge, security interest, claim or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is boundencumbrance. Except for the rights created pursuant to this Agreementas set forth above, there are no preemptive or other outstanding rights, options, warrants, calls, conversion rights, commitments or agreements of any character to which Company is a party or by which it is bound obligating Company to issuestock appreciation rights, deliver, sellredemption rights, repurchase rights, agreements, arrangements or redeem, commitments to issue or cause to be issued, delivered, sold, repurchased or redeemed, sell any shares of capital stock or other securities of the Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the best of Company's knowledge, between Company or among any of Company's Shareholdersits Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter ("Voting Debt").

Capital Structure. The authorized capital stock of the Company consists of (i) 5,000,000 10,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; Company Common Stock and (ii) 50,000,000 2,000,000 shares of preferred stock ("Company Preferred Stock"). At the date hereof (the "Stock Reference Date"): (i) 5,932,653 shares of Company Common Stock, $0.01 par value, of which (A) 11,819,653 shares Stock are issued and outstanding as fully paid and non-assessable, outstanding; (Bii) no 463,291 shares of Company Common Stock are held by the Company in its treasury; and (iii) 593,082 shares of Company Common Stock are subject to outstanding employee, consultants and directors stock options to purchase Company Common Stock (collectively, the treasury of Company; (C"Company Stock Options") 2,649,250 shares are issuable upon granted pursuant to the exercise of options outstanding under Company's incentive plans (collectively, the "Company Stock Plans"), all such stock benefit plansoptions are set forth on SECTION 3.1(c) of the Company Disclosure Schedule. No shares of the Company Preferred Stock have been issued or are outstanding. Other than the Company Stock Options, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities are outstanding as of the Stock Reference Date, and no outstanding commitments warrants, calls, options or other rights to issue any acquire shares of capital stock or voting securities after were outstanding as of the date hereofStock Reference Date. All outstanding shares of Company Common Stock are of the Company are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and are free were not issued, and will not be issued, in violation of any liens preemptive or encumbrances other than similar rights of any liens or encumbrances created by or imposed upon the holders thereofPersons, and are not subject were issued in accordance with the registration and qualification requirements of the Securities Act and all Legal Requirements applicable to preemptive rights the offer and sale of securities or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement pursuant to which Company is a party or by which it is boundvalid exemptions therefrom. Except for the rights created pursuant to this AgreementCompany Stock Options and the issued and outstanding shares and treasury shares described above, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be not issued, delivered, sold, repurchased reserved for issuance or redeemed, outstanding (A) any shares of capital stock or other voting securities of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company or obligating (C) any warrants, calls, options or other rights to acquire from the Company to grant, extend, accelerate any capital stock or voting securities of the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreementCompany. There are no contractsoutstanding obligations of the Company to repurchase, commitments redeem or agreements relating otherwise acquire any such securities. The Company is not a party to voting, purchase or sale any voting agreement with respect to the voting of Company's any such securities. There are no outstanding obligations of the Company to register under the Securities Act any shares of its capital stock (i) between or among Company and to include in any registration of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholderscapital stock shares held by others.

Capital Structure. The authorized capital stock of the Company consists of (i) 5,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 150,000,000 shares of Common Stock, $0.01 .01 par valuevalue and 5,000,000 shares of Preferred Stock, $.01 par value per share (the "Preferred Stock"), of which 12,000 shares have been designated Series B Cumulative Convertible Preferred Stock, $.01 par value per share (A) 11,819,653 the "Series B Preferred Stock"). As of the date hereof and prior to consummation of the transactions contemplated by this Agreement and the Repurchase Agreement, 14,303,033 shares of the Company Common Stock are issued and outstanding, 2,423,027 shares of the Company Common Stock are reserved for issuance upon the exercise of outstanding options and warrants to purchase the Company Common Stock, 8,000 shares of Series B Preferred Stock are issued and outstanding as fully paid and non-assessable, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities the Company Preferred Stock are issued and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereofoutstanding. All outstanding shares of the Company Common Stock and Series B Preferred Stock are duly authorized, validly issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is boundrights. Except for the rights created pursuant to this Agreement, there There are no other outstanding rights, options, warrants, subscriptions, calls, rights, commitments convertible securities or agreements of any character to or nature (other than as disclosed herein) under which the Company is a party or by which it is bound obligating Company may become obligated to issue, deliver, sell, repurchase issue or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, transfer any shares of its capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreementkind. There are no contracts, commitments agreements or agreements relating to voting, purchase arrangements under which the Company or sale of Company's capital stock (i) between or among Company and any of its Shareholders Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except as set forth in the Registration Rights Agreement). There are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and (ii) there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares. The Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement. The Company has furnished to the best Investor true and correct copies of the Company's knowledgeCertificate of Incorporation, between or among any as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's ShareholdersBy-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible or exchangeable into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 shares of Common Stock and 100,000,000 shares of Preferred Stock, par value $.01 per share. As of the close of business on October 20, 2006, (i) 5,000,000 39,926,087 shares of preferred stockCommon Stock were issued and outstanding (including 93,700 outstanding shares of Common Stock that are comprised of Restricted Stock, $0.01 par valueissued pursuant to the Company Stock Plans), none of which is outstanding or reserved for issuance; and (ii) 50,000,000 no shares of Preferred Stock were outstanding (iii) Options, issued pursuant to the Company Stock Plans, to purchase an aggregate of 2,012,259 shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and were outstanding as fully paid and non-assessable, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (Div) 333,333 shares are issuable Performance Share Awards, granted pursuant to outstanding warrantsthe Company Stock Plans, in respect of 211,275 shares of Common Stock, were outstanding. Except as otherwise disclosed on Schedule 3.2, there are no other All of the outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorized, validly issuedissued and outstanding, fully paid and non-assessable and are free from any statutory or contractual preemptive rights. Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for or otherwise obligating the Company with respect to the issuance of any liens equity securities or encumbrances other than any liens stock or encumbrances created by securities convertible into or imposed upon exchangeable for any equity securities of the holders thereofCompany. As of the date of this Agreement, and are the Company is not subject to preemptive any obligation to repurchase, redeem or otherwise acquire any shares of its equity securities or any convertible securities, rights or rights options of first refusal created by statutethe type described in the preceding sentence. From October 20, 2006 to the date of this Agreement, the Certificate Company has not (i) issued any shares of Incorporation Common Stock except in connection with the conversion, exercise or Bylaws settlement of Company any Options or Performance Share Awards and (ii) issued or granted any agreement options, warrants or securities convertible into or exercisable for shares of its Common Stock. Section 3.2(a) of the Disclosure Schedule sets forth a complete list of the holders and the respective exercise prices of the Options, the holders of the Restricted Stock and the holders of Performance Share Awards, each as of October 20, 2006. Since October 20, 2006 to which Company is a party or by which it is bound. Except for the rights created pursuant to date of this Agreement, there have been no changes to the information set forth in Section 3.2(a) of the Disclosure Schedule, except as a result of the conversion, exercise or settlement of any Options or Performance Share Awards. To the Company’s knowledge, there are no voting trusts, proxies, shareholder rights plans or other optionsarrangements relating to the issuance, warrantssale, callsvoting, rightstransfer, commitments ownership or agreements of any character other rights with respect to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholders.

Capital Structure. The authorized capital stock of the Company consists of (i) 5,000,000 400,000,000 shares of Company Common Stock and (ii) 20,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares of Common Stock, $0.01 without par value, of which the Company (A"Company Authorized Preferred Stock"). At the close of business on September 30, 1998: (i) 11,819,653 149,975,019 shares are of Company Common Stock were issued and outstanding as fully paid and non-assessable, outstanding; (Bii) 12,702,063 shares of Company Common Stock were held by the Company in its treasury; (iii) no shares are held in the treasury of CompanyCompany Authorized Preferred Stock were issued or outstanding; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (Div) 333,333 3,210,548 shares are issuable pursuant of Company Common Stock were subject to outstanding warrantsemployee stock options to purchase Company Common Stock granted under The Amended and Restated 1989 Stock Incentive and Option Plan (the "Company Stock Plan") at September 30, 1998 (collectively, "Company Employee Stock Options"). Except as otherwise disclosed on Schedule 3.2, there are no other All outstanding shares of capital stock or voting securities of the Company are, and no outstanding commitments to issue any all shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are which may be issued will be, when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights rights. Except (i) as set forth in this Section 3.1(c), (ii) for changes since September 30, 1998 resulting from the issuance of first refusal created by statute, the Certificate of Incorporation or Bylaws shares of Company or any agreement to which Company is a party or by which it is bound. Except for the rights created Common Stock pursuant to this the Company Employee Stock Options, (iii) for outstanding rights issued pursuant to the Company Rights Agreement, and (iv) as permitted by Section 4.1(a)(ii), (x) there are no not issued, reserved for issuance or outstanding (A) any shares of capital stock or other optionsvoting securities of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company or (C) any warrants, calls, rightsoptions or other rights to acquire from the Company or any Company subsidiary, commitments and no obligation of the Company or agreements of any character to which Company is a party or by which it is bound obligating Company subsidiary to issue, deliverany capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are no outstanding obligations of the Company or any Company subsidiary to repurchase, redeem or otherwise acquire any such securities or, other than agreements entered into with respect to the Company Stock Plan in effect as of the close of business on September 30, 1998, to issue, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased any such securities. Neither the Company nor any Company subsidiary is a party to any voting agreement with respect to the voting of any such securities. There are no outstanding (A) securities of the Company or redeemed, any Company subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any Company subsidiary, (B) warrants, calls, options or other rights to acquire from the Company or any Company subsidiary, and no obligation of the Company or any Company subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Company subsidiary or (C) obligations of the Company or any Company subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of Company subsidiaries or obligating Company to grantissue, extend, accelerate the vesting of, change the price ofdeliver or sell, or otherwise amend cause to be issued, delivered or enter into sold, any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholderssecurities.

Capital Structure. (i) The authorized capital stock of the Company consists of 40,000,000 shares of Company Common Stock, par value $0.01 per share, and 10,000,000 shares of Preferred Stock, par value $0.01 per share. As of the date of this Agreement, there are (i) 5,000,000 4,679,849 shares of preferred stockCompany Common Stock issued and outstanding, $0.01 par valueincluding (A) 11,150 shares of Company RSAs and (B) 253,547 shares of Company Common Stock held by the ESOP, none of which is outstanding or reserved for issuance; 108,999 are allocated and 144,548 are unallocated, (ii) 50,000,000 no shares of Company Common StockStock held in treasury, $0.01 par value(iii) 214,140 shares of Company Common Stock reserved for issuance upon the exercise of outstanding Company Stock Options, (iv) no shares of which (A) 11,819,653 shares Company Preferred Stock are issued and outstanding as fully paid and non-assessable, (Bv) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or other voting securities and no outstanding commitments to issue any shares of capital stock the Company are issued, reserved for issuance or voting securities after the date hereofoutstanding. All of the issued and outstanding shares of Company Common Stock are have been duly authorized, authorized and validly issued, fully paid and non-assessable issued and are fully paid, nonassessable and free of any liens preemptive rights, with no personal liability attaching to the ownership thereof. No trust preferred or encumbrances other than any liens or encumbrances created by or imposed upon subordinated debt securities of the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party Subsidiary are issued or by which it is boundoutstanding. Except for as set forth in Section 3.2(c) of the rights created pursuant to this AgreementCompany’s Disclosure Letter, there are no other outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of obligating the Company or any character to which Company is a party or by which it is bound obligating Company Subsidiary to issue, delivertransfer, sell, repurchase purchase, redeem or redeem, or cause to be issued, delivered, sold, repurchased or redeemedotherwise acquire, any shares such securities. Except to the extent disclosed pursuant to Section 3.2(r) of capital stock of Company or obligating Company the Company’s Disclosure Letter with respect to grantthe ESOP, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and its Subsidiaries are not a party to any of its Shareholders and (ii) voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the best voting or transfer of the Company Common Stock or other equity interests of the Company's knowledge, between or among any of Company's Shareholders.

Capital Structure. The As of the date hereof, the Company's authorized capital stock includes 151,000,000 shares, consisting of 150,000,000 shares of common stock at $0.0001 par value per share ("Company consists of (iCommon Stock") 5,000,000 and 1,000,000 shares of preferred stock, stock at $0.01 0.0001 par value, none of which is outstanding or reserved for issuance; and value per share (ii) 50,000,000 shares of Common "Company Preferred Stock, $0.01 par value"), of which (A) 11,819,653 there are 52,000,000 shares are of Company Common Stock issued and outstanding as fully paid outstanding, and non-assessable, (B) no zero shares of Company Preferred Stock issued and outstanding. No shares of the Company Common Stock or Company Preferred Stock are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereofCompany treasury. All outstanding shares of Company Common Stock are duly authorized, and validly authorized and issued, fully paid and non-assessable assessable, and are free held of record and owned beneficially by the Company's shareholders in the amounts set forth on Schedule 3.2(a). Except as outlined on Schedule 3.2(a), no shares of Company Common Stock were issued in violation of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereofpreemptive rights. The Company has no outstanding options, and are not subject to warrants, purchase rights, subscription rights, conversion rights, exchange rights, preemptive rights or other contracts or commitments issued or granted to or in favor of any person to purchase or otherwise acquire any securities convertible or exchangeable for Company Common Stock. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any of the Company Common Stock. There are no outstanding or authorized stock appreciation, phantom stock, or similar rights with respect to the Company Common Stock. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting, transfer, dividend or other rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is boundCommon Stock. Except for the rights created pursuant to Other than as listed on Schedule 3.2(a) and this Acquisition Agreement, there are no other optionsagreements, warrantswritten or oral, calls, rights, commitments or agreements of any character to which the Company or, to the Knowledge of Company, any officer or director, is a party or by which it is bound obligating Company to issueparty, deliveror, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best Knowledge of the Company's knowledge, between or among any of the officers or directors, relating to the issuance, acquisition (including rights of first refusal or preemptive rights), disposition, registration under the Securities Act or voting of the shares or other securities of the Company's Shareholders.

Capital Structure. The authorized capital stock of Company consists of ----------------- (i) 5,000,000 96,481,272 shares of voting common stock, $.01 par value per share, (ii) 3,518,728 shares of non-voting common stock, $.01 par value per share, and (iii) 20,000,000 shares of preferred stock, $0.01 .01 par valuevalue per share. At the close of business on September 30, none 1996: (i) 70,365,241 shares of which is outstanding or voting common stock were issued and outstanding, 3,763,283 shares of voting common stock were reserved for issuance; issuance pursuant to Stock Option Plans and (ii) 50,000,000 no shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (B) no shares are common stock were held by Company in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrantsits treasury. Except as otherwise disclosed set forth in the immediately preceding sentence, at the close of business on Schedule 3.2September 30, there are 1996, no shares of capital stock (including, without limitation, non-voting common stock or preferred stock) or other equity securities of Company were issued, reserved for issuance or outstanding. All outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights rights. No bonds, debentures, notes or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws other indebtedness of Company or any agreement Subsidiary of Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the stockholders of Company is a party or by which it is boundany Subsidiary of Company may vote are issued or outstanding. Except for as disclosed in Section 5.1(b) of the rights created pursuant to this AgreementDisclosure Schedule, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any all the outstanding shares of capital stock of each Subsidiary of Company have been validly issued and are fully paid and nonassessable and are owned by Company, by one or more Subsidiaries of Company or obligating by Company to grantand one or more such Subsidiaries, extendfree and clear of Liens (as defined in Section 10.3). Except as set forth above or in Section 5.1(b) of the Disclosure Schedule, accelerate and except for the vesting ofStock Option Agreement, change neither Company nor any Subsidiary of Company has or, at or after the price ofEffective Time will have, or otherwise amend or enter into any such outstanding option, warrant, call, subscription or other right, agreement or commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock which either (i) between obligates Company or among any Subsidiary of Company and to issue, sell or transfer, repurchase, redeem or otherwise acquire or vote any shares of its Shareholders and the capital stock of Company or any Subsidiary of Company or (ii) to restricts the best transfer of Company's knowledge, between or among any of Company's ShareholdersCompany Common Stock.

Capital Structure. The authorized capital stock of the Company consists of 40,000,000 shares of common stock, $.01 par value (i) 5,000,000 "Company Common Stock"), and 2,000,000 shares of preferred stock, $0.01 .01 par valuevalue ("Company Preferred Stock"). At the date hereof, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are 10,252,844 Company Shares were issued and outstanding as fully paid and non-assessable, (B) no shares of Company Preferred Stock were issued and outstanding. In addition, at the date hereof, an aggregate of 1,114,930 shares of Company Common Stock were reserved for issuance under various employee and director plans and agreements of the Company all as accurately described in all material respects in Section 3.1(c) of the Company Disclosure Letter. Except as set forth above, no shares of capital stock or other equity or voting securities of the Company are held in reserved for issuance or outstanding. All outstanding shares of capital stock of the treasury of Company; (C) 2,649,250 Company are, and all such shares are issuable upon the exercise of stock options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorizedwill be, validly issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights rights. No capital stock has been issued by the Company since July 14, 1998, to the date hereof, other than shares of Company Common Stock issued pursuant to options outstanding on or rights prior to such date in accordance with their terms at such date. Except pursuant to stock option plans of first refusal created by statutethe Company described in Section 3.1(l) of the Company Disclosure Letter (collectively, the Certificate of Incorporation or Bylaws of "Company or any agreement to which Company is a party or by which it is bound. Except for the rights created pursuant to this AgreementStock Plans"), there are no other outstanding or authorized securities, options, warrants, calls, rights, commitments commitments, preemptive rights, agreements, arrangements or agreements undertakings of any character kind to which the Company or any of its subsidiaries is a party, or by which any of them is bound, obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock or other equity or voting securities of, or other ownership interests in, the Company or any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except as set forth in Section 3.1(c) of the Company Disclosure Letter, all of which shall be terminated without cost to the Company by the Effective Time of the Merger, there are not as of the date hereof and there will not be at the Effective Time any stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound obligating Company relating to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, the voting of any shares of the capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreementCompany. There are no contracts, commitments or agreements relating restrictions on the Company with respect to voting, purchase or sale voting the stock of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholderssubsidiaries.

Capital Structure. The (a) As of the date hereof the authorized capital stock of the Company consists of 50,000,000 shares of common stock, par value $0.01 per share (the “Company Common Shares”), of which 37,885,230 shares were outstanding as of the close of business on September 30, 2007. Each Company Common Share is entitled to one (1) vote on all matters submitted to a vote or other action by the shareholders of the Company. All of the issued and outstanding Company Common Shares have been duly authorized, validly issued and are fully paid and nonassessable, and have been issued in compliance with all applicable federal and state securities laws. As of the date hereof other than 213,763 Company Common Shares reserved for issuance under the Company Stock Option Plan, the Company has no Company Common Shares reserved for issuance. Section 3.02 of the Disclosure Schedule contains a correct and complete list as of the date hereof of each outstanding option to purchase Company Common Shares under the Company Stock Option Plan, including (i) 5,000,000 shares the number of preferred stockCompany Common Shares subject to such Company Stock Option, $0.01 par value, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares the exercise price of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessablesuch Company Stock Option, (Biii) no shares are held in the treasury date on which such Company Stock Option was granted, (iv) the applicable vesting schedule and expiration date of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrantssuch Company Stock Option. Except as otherwise disclosed on Schedule 3.2set forth in Section 3.02 of the Disclosure Schedule, there are no other each of the outstanding shares of capital stock or voting other securities and no outstanding commitments to issue any shares of capital stock or voting securities after each of the date hereof. All outstanding shares of Company Common Stock are Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable nonassessable and are owned by the Company, free and clear of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is boundLien. Except for as set forth above and in Section 3.02 of the rights created pursuant to this AgreementDisclosure Schedule, as of the date hereof, there are no other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, calls, rightscommitments, commitments preemptive or other rights or agreements of any character kind that obligate the Company or any of its Subsidiaries to which Company is a party issue or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, sell any shares of capital stock or other securities of the Company or obligating Company to grant, extend, accelerate the vesting of, change the price ofany of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or otherwise amend that give any Person a right to subscribe for or enter into acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such optionrights are authorized, warrantissued or outstanding (collectively, call, right, commitment or agreementthe “Company Equity Rights”). There are no contractsvoting agreements, commitments trusts, proxies or agreements relating other agreements, instruments or undertakings with respect to voting, purchase or sale the voting of Company's the capital stock (i) between or among of the Company and any of its Shareholders and (ii) to which the Company nor, to the best of Company's ’s knowledge, between is there any such agreement, as of the date hereof to which a shareholder of the Company is a party. The Company does not have outstanding any bonds, debentures, notes or among other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter other than the Exchangeable Notes. As of the date hereof, the outstanding shares of the Company's Shareholders’s capital stock are owned as set forth in Section 3.02 of the Disclosure Schedule.

Capital Structure. (a) The authorized capital stock of the Company consists of (i) 5,000,000 6,666,667 shares of Company Common Stock, and 1,693,052 shares of preferred stock, par value $0.01 par value, none .01 per share (of which is outstanding or reserved for issuance; 1,692,752 shares have been designated Series A Convertible Preferred Stock and (ii) 50,000,000 [300] shares of Common Stock, $0.01 par value, have been designated Series TS Convertible Preferred Stock of which (A) 11,819,653 shares there are issued and outstanding as fully paid 6,594,390 shares of Company Common Stock and non-assessable, (B) no shares of preferred stock. There are held in the treasury no declared or accrued but unpaid dividends with respect to any shares of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrantsCompany Common Stock. Except as otherwise disclosed on Schedule 3.2, there There are no other issued and outstanding shares of capital stock Company Common Stock. Section 2.2(a) of the Company Disclosure Letter sets forth a true, correct and complete list (with names and addresses) of all of the Company’s security holders, the number of shares, warrants, options or voting securities other rights owned and no outstanding commitments to issue any the total number of shares of capital stock Company Common Stock reserved for issuance and any Persons with rights to acquire Company securities including all holders of outstanding Company Options, the exercise or voting securities after vesting schedule, exercise price, and tax status of any options under Section 422 of the date hereofCode. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereofliens, and are not subject to charges, claims, encumbrances, preemptive rights or rights, rights of first refusal and “put” or “call” rights created by statute, the Certificate of Incorporation or Bylaws of Company Company’s organizational documents or any agreement to which Company is a party or by which it is bound. Except for the rights created pursuant to this Agreement, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Company is a party or by which it is bound or of which it has knowledge except as set forth on Section 2.2(a) of the Company Disclosure Letter. Except as set forth on Section 2.10(a) of the Company Disclosure Letter, there are no Company Options or Contracts obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of any Company Common Stock and/or Company Options or obligating the Company to grant, extend, accelerate the vesting and/or waive any repurchase rights of, change the price of, or otherwise amend or enter into any such optionCompany Option. Except as set forth in Section 2(a) of the Company Disclosure Letter, warrant, call, right, commitment or agreement. There there are no contracts, commitments or agreements Contracts relating to voting, purchase or sale of Company's capital stock any Company Common Stock (i) between or among the Company and any of its Shareholders security holders, other than written contracts granting the Company the right to purchase unvested shares upon termination of employment or service, and (ii) to the best of Company's ’s knowledge, between or among any of the Company's Shareholders’s security holders. All outstanding the Company securities were issued in compliance with all applicable federal and state securities laws.

Capital Structure. (i) The authorized capital stock of the Company consists of (i) 5,000,000 25,000,000 shares of common stock of the Company, par value $1.00 per share, of which 2,843,064 shares are outstanding, including 8,983 shares held as treasury stock, and 1,000,000 shares of preferred stockstock of the Company, par value $0.01 par value1.00 per share, none of which is 22,500 shares of Series A Preferred Stock and 1,125 shares of Series B Preferred Stock are issued and outstanding. All of the outstanding or Shares and shares of Series A Preferred Stock and Series B Preferred Stock have been duly authorized and are validly issued, fully paid and nonassessable. Section 5.1(b)(i) of the Company Disclosure Letter sets forth a complete and accurate list of the names and addresses of all holders of record, as of the date of the Original Merger Agreement, of Shares. The Company has no Shares reserved for issuance; and (ii) 50,000,000 shares . Each of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting other securities and no outstanding commitments to issue any shares of capital stock or voting securities after each of the date hereof. All outstanding shares of Company Common Stock are Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonnonassessable and, except for directors’ qualifying shares, owned by the Company or by a direct or indirect wholly-assessable owned Subsidiary of the Company, free and are free clear of any liens lien, charge, pledge, security interest, claim or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereofencumbrance (each, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is bound“Lien”). Except for the rights created pursuant to this Agreement, there There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, rights, commitments or agreements rights of any character kind that obligate the Company or any of its Subsidiaries to which Company is a party issue or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, sell any shares of capital stock or other securities of the Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the best of Company's knowledge, between Company or among any of Company's Shareholdersits Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter.

Capital Structure. (a) The authorized capital stock of the Company consists solely of (i) 5,000,000 100,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; Company Common Stock and (ii) 50,000,000 5,000,000 shares of Company Preferred Stock. As of the close of business on October 18, 2017 (the “Measurement Date”), a total of 31,583,519 shares of Company Common StockStock were issued and outstanding and no shares of Company Preferred Stock were issued and outstanding. The Company has not designated, $0.01 par valueauthorized or issued any other shares of capital stock. The Company holds no shares of Company Common Stock in its treasury as of the close of business on the Measurement Date. As of the close of business on the Measurement Date, the Company has reserved (A) 4,976,051 shares of Company Common Stock for issuance to employees, non-employee directors and consultants pursuant to the Company Option Plans, of which (A) 11,819,653 1,465,479 shares are issued subject to outstanding and unexercised Company Options, 1,787,449 shares are subject to or otherwise deliverable in connection with outstanding as fully paid Company RSUs, 160,773 shares are subject to or otherwise deliverable in connection with outstanding Company PSUs and non-assessable, 1,562,350 shares remain available for issuance thereunder and (B) no 8,300,188 shares are held in the treasury of Company; (C) 2,649,250 shares are Company Common Stock as may from time to time be issuable upon conversion of the exercise Convertible Notes. The maximum number of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable of Company Common Stock subject to issuance pursuant to the Convertible Notes outstanding warrants. Except as otherwise disclosed of the close of business on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities the Measurement Date to the extent converted in accordance with their terms and no outstanding commitments after giving effect to issue any shares of capital stock or voting securities after the date hereofMerger is 7,141,004. All issued and outstanding shares of Company Common Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereofall Encumbrances, and are not subject to preemptive rights or rights, rights of first refusal and “put” or “call” rights created by statute, the Certificate certificate of Incorporation incorporation or Bylaws bylaws of the Company or any agreement Contract to which the Company is a party or by which it is bound. Except As of the Agreement Date, no shares of Company Capital Stock are subject to a right of repurchase or otherwise not fully vested under the terms of any Contract with the Company at the Effective Time (including any stock option agreement, stock option exercise agreement, restricted stock purchase agreement or restricted stock grant agreement). There is no liability for dividends accrued and unpaid by the rights created pursuant to this AgreementCompany or any Subsidiary. As of the Agreement Date, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock Company Capital Stock that have become outstanding since the Measurement Date other than pursuant to the exercise of Company Options or obligating Company to grant, extend, accelerate the vesting ofof Company RSUs, change Company PSUs or Convertible Notes outstanding on the price of, Measurement Date and included in the amounts set forth above or amounts otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholdersgranted in accordance with Section 4.2.

Capital Structure. The authorized capital stock (the “Capital Stock”) of the Company consists of an aggregate of 750,000,000 shares, of which 700,000,000 are shares of common stock, par value US $0.001 per share (i) 5,000,000 “Common Stock”), and 50,000,000 are shares of preferred stock, par value US $0.01 par value0.001 per share (“Preferred Stock”), none and of which is outstanding or reserved for issuance; and (ii) 50,000,000 which, as of November 30, 2016, 533,331,508 shares of Common StockStock are outstanding and no shares of Preferred Stock are outstanding. Section 2.3 of the Disclosure Schedules contains a list of all of the holders of shares of Capital Stock and the number of shares of Common Stock and Preferred Stock owned by each such holder as of immediately prior to the applicable Closing. There are no options, $0.01 par valuewarrants, call rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, or any other rights, agreements or undertakings to purchase equity (contingent or otherwise) to which the Company or any Subsidiary is a party or by which any of which them is bound (A) 11,819,653 collectively with the shares are of Capital Stock of the Company, “Equity Securities”). All of the issued and outstanding as fully paid and non-assessable, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are have been duly authorized, authorized and validly issued, are fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights, rights of first refusal created by statute, or other restrictions on transfer or third party rights. The Securities and any PIK Dividend Shares (as defined in the Certificate of Incorporation or Bylaws Designations) are duly authorized, and when issued and (solely with respect to the Securities) fully paid in accordance with this Agreement and the Certificate of Company or any agreement to which Company is a party or by which it is bound. Except for Designations, the rights created pursuant to this Purchased Securities and the PIK Dividend Shares will be duly and validly issued, fully paid and nonassessable and free of Liens and encumbrances and, except as set forth in the Investors’ Stockholders Agreement, there are no other options, warrants, calls, will not be subject to preemptive rights, commitments rights of first refusal or agreements other restrictions on transfers. The Conversion Stock has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the Certificate of Designations, will be validly issued, fully paid and nonassessable. The Securities, Purchased Securities, and Conversion Stock will be free of any character Liens; provided, however, that the Securities, Purchased Securities, Conversion Stock and Common Stock are subject to which such preemptive rights, rights of first refusal and other restrictions on transfer as set forth herein and in the Transaction Documents. Immediately after the Closing, the Purchased Securities will represent at least ten and a half percent (10.5%) of the total equity securities of the Company is (calculated on a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock fully diluted basis and excluding (i) between or among Company and any of its Shareholders the Preferred Return with respect to the Series A Preferred Stock and (ii) shares of Common Stock issued upon exchange of the Company’s outstanding 9.250% Senior Notes due 2019, issued under that certain Senior Indenture, dated July 25, 2012, among Laureate Education, Inc., the guarantors named therein and Xxxxx Fargo Bank, National Association, as trustee, as amended). No direct ownership interest (or, to the best knowledge of the Company's knowledge, between indirect ownership interest) in the Company or among any of its Subsidiaries is held or controlled by or for the benefit of any Government Official or, to the Knowledge of the Company's Shareholders, any immediate relatives of any Government Official (other than publicly traded stock on a recognized stock exchange) and no Government Official is employed by the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of Company Capital Stock consists solely of (i) 5,000,000 10,843,073 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; Company Common Stock and (ii) 50,000,000 1,466,689 shares of Company Preferred Stock, 746,909 shares of which are designated as Series Seed A Preferred Stock and 719,780 shares of which are designated as Series Seed B Preferred Stock. A total of 8,626,819 shares of Company Common Stock, $0.01 par value746,909 shares of Series Seed A Preferred Stock and 719,778 shares of Series Seed B Preferred Stock, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (B) no shares are held in of the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plansAgreement Date, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other issued and outstanding shares of capital stock or voting securities Company Capital Stock and no outstanding commitments or Contracts to issue any shares of capital stock Company Capital Stock other than pursuant to the exercise of Company Options under the Company Option Plans that are outstanding as of the Agreement Date or voting securities the conversion of Company Notes that are outstanding as of the Agreement Date. The Company does not hold any treasury shares. Schedule 2.2(a) of the Company Disclosure Letter sets forth, as of the Agreement Date, (i) a true, correct and complete list of the Company Stockholders and the number and type of such shares so owned by such Company Stockholder, and any beneficial holders thereof, if applicable and (ii) the number of shares of Company Common Stock that would be owned by such Company Stockholder assuming conversion of all shares of Company Preferred Stock so owned by such Person after the date hereofgiving effect to all anti-dilution and similar adjustments. All issued and outstanding shares of Company Common Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereofEncumbrances, and are not subject to outstanding subscriptions, preemptive rights or “put” or “call” rights of first refusal created by statute, the Certificate of Incorporation or Incorporation, the Bylaws of Company or any agreement Contract to which the Company is a party or by which it is the Company or any of its assets are bound. Except The Company has never declared or paid any dividends on any shares of Company Capital Stock. There is no Liability for dividends accrued and unpaid by the rights created pursuant Company. The Company is not under any obligation to this Agreementregister under the Securities Act or any other Applicable Law any shares of Company Capital Stock, there any Equity Interests or any other securities of the Company, whether currently outstanding or that may subsequently be issued. To the knowledge of the Company, no Company Stockholder that is a limited partnership has any limited partners who are no other optionsemployees of Acquirer. Each share of Company Preferred Stock is convertible into shares of Company Common Stock on a one-for-one basis. All issued and outstanding shares of Company Capital Stock and all Company Options and Company Notes were issued in compliance with Applicable Law and all requirements set forth in the Certificate of Incorporation, warrantsthe Bylaws, calls, rights, commitments or agreements of the Company Option Plans (if applicable) and any character applicable Contracts to which the Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of the Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best assets are bound. No share of Company's knowledge, between or among any Company Capital Stock is certificated. No share of Company's ShareholdersCompany Capital Stock is an Unvested Company Share.

Capital Structure. The (a) As of the Effective Date, the authorized capital stock of the Company consists of (i) 5,000,000 1,000 shares of Company Common Stock, and no shares of preferred stock, par value $0.01 par valueper share. As of the Effective Date, none (i) 1,000 shares of which is outstanding Company Common Stock and no shares of preferred stock were issued and outstanding, (ii) no options or reserved warrants for issuanceshares of Company Common Stock were issued and outstanding; and (ii) 50,000,000 shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (Biii) no shares are of Company Common Stock were held in the treasury of the Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All the outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable assessable. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible or exchangeable into securities having such rights) ("Company Voting Debt") of the Company issued and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is boundoutstanding. Except for the rights created pursuant to this Agreementas set forth above, there are no other equity interests of the Company authorized, issued or outstanding and there are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible or exchangeable securities, agreements, arrangements or commitments or agreements of any character character, relating to which Company is a party the issued or by which it is bound unissued equity interests of the Company, obligating the Company to issue, deliver, sell, repurchase transfer or redeem, sell or cause to be issued, deliveredtransferred or sold any equity interest or Company Voting Debt of, soldor other equity interest in, repurchased the Company, (ii) securities convertible into or redeemed, any shares exchangeable for such equity interests or (iii) obligations of capital stock of the Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, preemptive right, commitment subscription or other right, convertible security, agreement. There are no contracts, commitments arrangement or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholderscommitment.

Capital Structure. The authorized capital stock of the Company consists of (i) 5,000,000 8,000,000 shares of Company Common Stock and 2,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares of Common Stock, $0.01 no par value, of which the Company (A“Company Preferred Stock”). As of the date of this Agreement: (i) 11,819,653 3,075,820 shares are of Company Common Stock were issued and outstanding as fully paid and non-assessable, outstanding; (Bii) no shares are of Company Common Stock were held by the Company in its treasury and no shares of Company Common Stock were held by Subsidiaries of the treasury of Company; (Ciii) 2,649,250 no shares of Company Preferred Stock were issued and outstanding; (iv) no shares of Company Preferred Stock were held by the Company in its treasury or were held by any Subsidiary of the Company; and (v) 322,500 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans, of which 199,708.938 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant subject to outstanding warrantsCompany Stock Options. Except as otherwise disclosed on Schedule 3.2, there are no other All outstanding shares of capital stock or voting securities of the Company are, and no outstanding commitments all shares thereof which may be issued prior to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are Closing will be, when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights rights. The Company has delivered to Parent a true and complete list, as of the close of business on the date of this Agreement, of all outstanding Company Stock Options granted under the Company Stock Plans and all outstanding and unvested Company Stock-Based Awards granted or rights of first refusal created by statuteaccrued under the Company Stock Plans, or otherwise granted, the Certificate number of Incorporation shares subject to each such Company Stock Option or Bylaws Company Stock-Based Award, the grant dates, the vesting schedule and the exercise prices (if any) of each such Company Stock Option or Company Stock-Based Award and the names of the holders thereof. Except as set forth in this Section 3.1(b), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or voting securities or other ownership interests of the Company, (B) any securities of the Company or any agreement to which Subsidiary of the Company is a party convertible into or by which it is bound. Except exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests of the rights created pursuant to this AgreementCompany, there are no other options, or (C) any warrants, calls, rightsoptions or other rights to acquire from the Company or any Subsidiary of the Company, commitments or agreements any obligation of the Company or any character to which Company is a party or by which it is bound obligating Company of its Subsidiaries to issue, deliver, deliver or sell, repurchase any capital stock, voting securities or redeemother ownership interests in, or securities convertible into or exchangeable or exercisable for, capital stock or voting securities or other ownership interests of the Company, and (y) there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered, delivered or sold, repurchased any such securities. Except as set forth in SECTION 3.1(c) of the Company Disclosure Schedule, there are no outstanding (A) securities of the Company or redeemed, any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests in any Subsidiary of the Company, (B) warrants, calls, options or other rights to acquire from the Company or obligating any of its Subsidiaries, or any obligation of the Company or any of its Subsidiaries to grantissue, extenddeliver or sell any capital stock, accelerate voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for, any capital stock, voting securities or other ownership interests in, any Subsidiary of the vesting Company or (C) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities of Subsidiaries of the Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party and, to the knowledge of the Company as of the date hereof, no other Person having beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of 5% or more of the outstanding Company Common Stock (a “Major Company Shareholder”) is a party, to any agreement restricting the transfer of, change relating to the price voting of, or otherwise amend granting a proxy in respect of, requiring registration of, or enter into granting any such optionpreemptive or antidilutive rights with respect to any of the securities of the Company or any of its Subsidiaries, warrant, call, right, commitment or agreementother than the Support Agreement. There are no contracts, commitments voting trusts or other agreements relating or understandings to voting, purchase which the Company or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) Subsidiaries is a party or, to the best knowledge of Company's knowledgethe Company as of the date hereof, between any Major Company Shareholder is a party with respect to the voting of the capital stock of the Company or among any of Company's Shareholdersits Subsidiaries, other than the Support Agreement.

Capital Structure. (a) The authorized share capital stock of the Company consists of (i) 5,000,000 shares $1,050,000 divided into 1,000,000,000 Shares of preferred stock, a par value of US $0.01 0.001 and 50,000,000 Preference Shares of a par value, none value of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares of Common Stock, US $0.01 par value0.001, of which (A) 11,819,653 shares 106,854,744 Shares and no Preference Shares are issued and outstanding as fully paid of December 21, 2012. Of the total number of issued and non-assessableoutstanding Shares as of December 21, (B) no shares 2012, 70,764,744 Shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereofrepresented by ADSs. All of the issued and outstanding shares of Company Common Stock Shares have been duly authorized and are duly authorized, validly issued, fully paid and nonnonassessable. As of December 21, 2012, there are 9,177,886 Shares reserved for outstanding Company Stock Options and 12,500 Shares reserved for Company Warrants. Each of the outstanding shares of share capital or other securities of each of the Company’s directly or indirectly wholly-assessable owned Subsidiaries, which are set forth in Exhibit 8 included in the Company’s annual report on Form 20-F for the year ended December 31, 2011, has been duly authorized, and are validly issued, and is fully paid and nonassessable and owned by the Company or by a wholly-owned Subsidiary, free and clear of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is boundLiens. Except for as set forth in Section 3.2(a) of the rights created pursuant to this AgreementCompany Disclosure Schedule, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, rights, commitments or agreements rights of any character kind that obligate the Company or any of its Subsidiaries to which Company is a party issue or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, sell any shares of share capital stock or other securities of the Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the best of Company's knowledge, between Company or among any of Company's Shareholdersits Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter.

Capital Structure. The authorized capital stock of the Company consists of an aggregate of 260,488,392 shares of Company Capital Stock, consisting of an aggregate of 149,000,000 shares of Company Common Stock and an aggregate of 111,488,392 shares of Company Preferred Stock. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. As of the date of this Agreement, (i) 5,000,000 an aggregate of 11,109,641 shares of preferred stock, $0.01 par valueCompany Common Stock are issued and outstanding, none of which is outstanding or reserved for issuanceare Company Restricted Stock; (ii) an aggregate of 111,488,392 shares of Company Preferred Stock are issued and outstanding; and (ii) 50,000,000 shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (Biii) no shares of Company Capital Stock are held in the treasury of the Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock No Company Restricted Stock is issued or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereofoutstanding. All of the issued and outstanding shares of Company Common Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statuteLaw, the Certificate of Incorporation or Bylaws of Company Charter Documents or any agreement Contract to which the Company is a party or by which it is bound. Except for There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. As of the rights created pursuant to date of this Agreement, there the Company Capital Stock is held by the Persons as set forth on Section 3.2(a) of the Disclosure Schedule, which schedule also sets forth for each such Company Stockholder (A) the address of such Company Stockholder on record with the Company and, to the extent known by the Company, the electronic mail address of such Company Stockholder; (B) the number, class and series of shares held by stock certificate number; (C) the date of issuance of such shares; (D) the purchase price of such shares; (E) whether such shares were acquired pursuant the exercise of an incentive stock option (as defined in Section 422 of the Code); and (F) the percentage held by such Company Stockholder relative to each class or series of shares that such Company Stockholder owns and the total issued and outstanding shares of Company Capital Stock as of the date of this Agreement. The Company has reserved an aggregate of 27,066,601 shares of Company Common Stock for issuance under the Plan, of which (1) an aggregate of 23,380,688 shares are no issuable, as of the date of this Agreement, upon the exercise of outstanding, unexercised options granted under the Plan; (2) 1,013,445 shares of Company Common Stock have been issued upon the exercise of options or purchase of restricted stock granted under the Plan and remain outstanding as of the date of this Agreement; and (3) 2,672,468 shares remain available for future grant. The Company has not issued any Company Option (or other options, warrants, calls, rights, commitments or agreements of any character right to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, acquire any shares of Company Capital Stock) that may provide for the issuance of any Company Restricted Stock prior to the Effective Time. The Company has reserved a sufficient number of authorized and unissued shares of Company Capital Stock to allow for the issuance of all shares of Company Capital Stock issuable upon exercise and conversion of all outstanding shares of Company Preferred Stock, Company Options and Company Warrants. Except as set forth in this Section 3.2(a), the Company has no other capital stock of Company authorized, issued or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholdersoutstanding.

Capital Structure. (a) The authorized capital stock of the Company consists is 125,000,000 shares having a par value of $.01 per share solely for the purpose of any statute or regulation imposing a tax or fee based on the capitalization of the Company, which consist of 100,000,000 shares of Company Common Stock and 25,000,000 undesignated shares. At the close of business on August 4, 2006, there were 33,332,412 shares of Company Common Stock issued and outstanding (840,000 of which were shares of Company Restricted Stock) and no undesignated shares were issued or outstanding. All of the outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable and not subject to any preemptive rights. Section 3.2(a) of the Company Disclosure Schedule sets forth a complete list, as of the date hereof, of: (i) 5,000,000 all outstanding Company Stock Options, indicating with respect to each such Company Stock Option the name of the holder thereof, the Company Stock Plan under which it was granted, the number of shares of preferred stockCompany Common Stock subject to such Company Stock Option, $0.01 par value, none the exercise price and the date of which is outstanding or reserved for issuancegrant thereof; and (ii) 50,000,000 all outstanding shares of Company Restricted Stock, indicating with respect to each such shares of Company Restricted Stock the name of the holder thereof, the Company Stock Plan under which it was granted, the number of shares of Company Common Stock subject to such Company Restricted Stock and the date of grant thereof. The Company has not issued pursuant to any Company Stock Plan shares of Company Common Stock, $0.01 par valueor awards representing rights to acquire shares of Company Common Stock, which in the aggregate exceed the total number of which shares of Company Common Stock issuable pursuant to such Company Stock Plan; provided that such calculation, to the extent consistent with such Company Stock Plan, shall exclude any awards that expired, were cancelled or were forfeited prior to having vested. There are no (A) 11,819,653 options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares are issued and outstanding as fully paid and non-assessableof capital stock of, or other equity interests in, the Company or any Subsidiary (including, but not limited to, any Company Restricted Stock), (B) no shares are held in voting securities of the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plansCompany or securities convertible, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding exchangeable or exercisable for shares of capital stock or voting securities and no outstanding commitments to issue of the Company, or (C) equity equivalents, interests in the ownership or earnings of the Company or any shares of capital stock Subsidiary or voting securities after the date hereofsimilar rights. All outstanding shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable nonassessable and are free of any liens preemptive (or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is bound. Except for the rights created pursuant to this Agreement, there are no other options, warrants, calls, similar) rights, commitments or agreements of any character to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contractsoutstanding contractual obligations of the Company or any Subsidiary to repurchase, commitments redeem or agreements otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary or any other Person. The Company does not have a “poison pill” or similar stockholders rights plan. None of the Company or any Subsidiary is a party to any stockholder agreement, voting trust agreement or registration rights agreement relating to votingany equity securities of the Company or any Subsidiary or any other contract relating to disposition, purchase voting or sale dividends with respect to any equity securities of Company's capital stock (i) between the Company or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholders.any