Common use of Capital Structure Clause in Contracts

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). As of the date of this Agreement, 16,292,071 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertaking.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 75,000,000 shares of Common Stock, par value $0.01 per share. As of July 1, 1997, (i) 27,340,088 shares of Common Stock were issued and 1,000,000 outstanding, and (ii) 1,572,316 shares of preferred stockCommon Stock were reserved for issuance pursuant to the outstanding employee stock options ("Plan Options") granted pursuant to the Stock Plans (as defined in Section 7.04), par value $.0001 per share and other options ("Other Options" and, together with the “Preferred Stock”)Plan Options, the "Stock Options") granted to employees, directors and consultants and former employees, directors and consultants of the Company. As Except as set forth above, as of the date of this Agreement, 16,292,071 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as other voting securities of the date of this AgreementCompany were issued, reserved for issuance or outstanding. All issued and outstanding shares of Common capital stock of the Company are, and all shares which may be issued pursuant to the Stock are Plans or pursuant to the agreements representing outstanding Other Options described in clause (iii) above shall be, when issued and paid for in accordance with the terms of the applicable Stock Plan or Other Option, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there There are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Except as set forth in Section 4.03 of the Disclosure Schedule hereto, as of the date of this Section 3.02Agreement, there are not outstanding any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Significant Subsidiaries is a party or by which any of them is bound obligating the Company or any Company Subsidiary of its Significant Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary of its Significant Subsidiaries or obligating the Company or any Company Subsidiary of its Significant Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement agreement, arrangement or undertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any of its Significant Subsidiaries to purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Significant Subsidiaries or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Significant Subsidiary or any other entity.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 20,000,000 shares of Company Common Stock and 1,000,000 2,000,000 shares of preferred stock, par value $.0001 .01 per share (the “"Company Preferred Stock”"). As of the date of this Agreement, 16,292,071 (i) 5,013,233 shares of Company Common Stock were issued and outstanding and outstanding, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in treasury or its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by any Company Subsidiarysuch holder. As Except as set forth above, as of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are or other voting securities of the Company were issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rightsor reserved for issuance. As of the date of this Agreement, there are were no outstanding subscriptions, options, warrants, stock appreciation rights or rights (other arrangements than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or commitments obligating otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted outstanding on or prior to the date of this Agreement hereof pursuant to the 2002 Stock Plans and the Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there Agreement will not be, any outstanding when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures, notes debentures or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in above, as of the date of this Section 3.02Agreement, there are not no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is of its Subsidiaries was a party or by which any of them is was bound obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any Company Subsidiary of its Subsidiaries or obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreement.

Capital Structure. The As of the date hereof, the authorized ----------------- capital stock of the Company consists of 50,000,000 10,000,000 shares of Common Stock and 1,000,000 shares of preferred stockstock ("Preferred Stock"). At the close of business on the date immediately preceding the date of this Agreement, par value $.0001 per share (i) 2,896,425 shares of Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, (ii) 36,525 shares of Common Stock were reserved for future issuance pursuant to the Stock Option Plan and (iii) 22,954 shares of Common Stock were reserved for future sale and issuance pursuant to the Company's 1996 Salaried Employees' Stock Purchase Plan (the “"Stock Purchase Plan"). No shares of Preferred Stock are outstanding. A total of 500,000 shares of Preferred Stock designated as Series A Cumulative Preferred Stock ("Series A Preferred Stock”"), in connection with the Rights Agreement, have been reserved for issuance upon exercise of the Rights to purchase Series A Preferred Stock ("Rights") pursuant to the Rights Agreement. As of the date of this Agreement, except as set forth above, no shares of capital stock or other voting securities of the Company were authorized, issued, reserved for issuance or outstanding. The Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exchangeable or exercisable for securities having the right to vote) with the shareholders of the Company on any matter ("Voting Debt"). As of the date of this Agreement, 16,292,071 except for not more than 15,000 outstanding Stock Options and not more than 172,725 shares of restricted stock all of which were awarded under the Stock Option Plan, and except for options to purchase approximately $411,000 of shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding that will be accrued as of May 14, 2000 under the date of this Agreement. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this AgreementPurchase Plan, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, authorized options, warrants, calls, rightsrights or subscriptions, claims of any character, obligations, convertible or exchangeable securities or other commitments, agreementscontingent or otherwise, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities Voting Debt of the Company or any Company Subsidiary of its Subsidiaries or obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, rightright or agreement (each an "Issuance Obligation"). Except as contemplated by this Agreement or the Rights Agreement, commitmentthere are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, agreement redeem or undertakingotherwise acquire any shares of Common Stock or the capital stock of the Company or any of its Subsidiaries.

Capital Structure. The authorized capital stock of the Company Gotham consists of 50,000,000 190,000,000 shares of Common Stock common stock, $0.001 par value per share and 1,000,000 10,000,000 shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). No other class or series of capital stock is authorized or outstanding. As of the date of this Agreementhereof and immediately prior to the Closing, 16,292,071 (a) 5,266,075 shares of Common Stock were Gotham’s common stock are issued and outstanding outstanding, and (b) no shares were of Gotham’ common stock are held by Gotham in treasury or by any Company Subsidiaryits treasury. As of the date of this Agreementhereof and immediately prior to the Closing, 1,000,000 no shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were preferred stock are issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as other voting securities of the date of this AgreementGotham were issued, reserved for issuance or outstanding. All issued and outstanding shares of Common Stock are the capital stock of Gotham are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. As right, subscription right or any similar right under any provision of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus PlanNew Jersey Statutes, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectivelyGotham Charter, the “Company Stock Plans”)Gotham Bylaws or any Contract to which Gotham is a party or otherwise bound. Other than as contemplated above in this Section 3.02, there There are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company Gotham having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of Gotham’ common stock may vote (“Voting Gotham Debt”). As of the Company may vote. Except as set forth in date of this Section 3.02Agreement, there are not outstanding securities, any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary Gotham is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary Gotham to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company interests in, or any Company Subsidiary security convertible or obligating the Company exercisable for or exchangeable into any capital stock of or other equity interest in, Gotham or any Company Subsidiary Voting Gotham Debt, (b) obligating Gotham to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreement Contract, arrangement or undertakingundertaking or (c) 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 Gotham. As of the date of this Agreement, there are not any outstanding contractual obligations of Gotham to repurchase, redeem or otherwise acquire any shares of capital stock of Gotham. The stockholder list provided to Oxys or its counsel is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Gotham’ common stock.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 200,000,000 shares of Company Common Stock and 1,000,000 500,000 shares of preferred stock, par value $.0001 0.01 per share (the “Company Preferred Stock”, and together with the Company Common Stock, the “Company Capital Stock”). As At the close of business on March 31, 2010 (the date of this Agreement“Measurement Date”), 16,292,071 (a) 24,141,919 shares of Company Common Stock (which includes 612,444 shares of Company Common Stock subject to vesting or other forfeiture conditions or repurchase by the Company (such shares, the “Company Restricted Stock”)) were issued and outstanding, (b) no shares of Company Common Stock were issued held by the Company in its treasury, (c) 1,731,521 shares of Company Common Stock were subject to outstanding Company Employee Stock Options (as defined in Section 6.04(f)) and outstanding 2,803,775 additional shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans (as defined in Section 6.04) and (d) no shares were held in treasury or by any of Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and or outstanding. Except as set forth above, at the close of business on the Measurement Date, no other shares of capital stock are issued or outstanding as other voting securities of the date of this AgreementCompany were issued, reserved for issuance or outstanding. All issued and outstanding shares of Company Common Stock are 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 have no not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. As right, subscription right or any similar right under any provision of the date of this AgreementDGCL, there the Company Charter, the Company Bylaws or any Contract (as defined in Section 3.05(a)) to which the Company is a party or otherwise bound. There are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the Company Common Stock may votevote (“Voting Company Debt”). Except as set forth in above, as of the date of this Section 3.02Agreement, there are not outstanding securities, no options, warrants, callsrights, rightsconvertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary or any Voting Company Debt or (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, callsecurity, right, commitment, agreement commitment or undertaking. There are no outstanding 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, other than pursuant to the Company Stock Plans or the Company 401(k) and Employee Stock Ownership Plan (the “Company ESOP”).

Capital Structure. The authorized capital stock of the Company UCP consists of 50,000,000 800,000,000 shares of Common Stock common stock, par value $0.0001 per share, and 1,000,000 shares 200,000,000shares of preferred stock, par value $.0001 0.0001 per share (the “Preferred Stock”)share. As of the date of this Agreement, 16,292,071 There are 39,500,000 shares of Common Stock were issued UCP’s common stock and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 0 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were UCP’spreferred stock issued and outstanding. No shares of UCP’s common stock or preferred stock are held by UCP in its treasury. Except as set forth abovein the UCP Disclosure Letter or the SEC Reports, no other shares of capital stock are issued or outstanding as other voting securities of the date of this AgreementUCP were issued, reserved for issuance or outstanding. All issued and outstanding shares of Common Stock are the capital stock of UCP are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. As right, subscription right or any similar right under any provision of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus PlanNevada Revised Statutes, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectivelyUCP Charter, the “Company Stock Plans”)UCP Bylaws or any Contract to which UCP is a party or otherwise bound. Other than as contemplated above in this Section 3.02, there There are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company UCP having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the Company UCP’s common stock may votevote (“Voting UCP Debt”). Except as set forth in this Section 3.02the UCP Disclosure Letter, there are not outstanding securities, any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary UCP is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary UCP to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company interests in, or any Company Subsidiary security convertible or obligating the Company exercisable for or exchangeable into any capital stock of or other equity interest in, UCP or any Company Subsidiary Voting UCP Debt, (b) obligating UCP to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 UCP. As of the date of this Agreement, there are not any outstanding contractual obligations of UCP to repurchase, redeem or otherwise acquire any shares of capital stock of UCP. Except as set forth in the UCP Disclosure Letter, UCP is not a party to any agreement granting any securityholder of UCP the right to cause UCP to register shares of the capital stock or undertakingother securities of UCP held by such securityholder under the Securities Act. The stockholder list provided to Kapital is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the UCP’s common stock.

Capital Structure. The authorized capital stock of the Company Provident consists of 50,000,000 150,000,000 shares of Provident Common Stock and 1,000,000 25,000,000 shares of preferred stock, par value $.0001 1.00 per share share. At the close of business on November 17, 1998, (the “Preferred Stock”). As of the date of this Agreement, 16,292,071 i) 135,406,403 shares of Provident Common Stock and no shares of preferred stock were issued and outstanding and no (ii) 294,151 shares of Provident Common Stock were held by Provident in treasury or by any Company Subsidiaryits treasury. As of the date of this AgreementNovember 17, 1,000,000 1998, collectively, 6,983,551 shares of Preferred Provident Common Stock have been designated as Class A Preferred Stockwere subject to options ("Provident Stock Options") granted under the Stock Plan of 1994, Stock Option Plan of which no 1989, Employee Stock Option Plan of 1998, Non-Employee Director Compensation Plan of 1998 and Amended and Restated Annual Management Incentive Compensation Plan of 1994 (collectively, the "Provident Stock Plans"). As of November 17, 1998, there were 9,278,780 shares were issued and outstandingof Provident Common Stock reserved for issuance under the Provident Stock Plans. Except as set forth above, at the close of business on November 17, 1998, no other shares of capital stock or other voting securities of Provident were issued, reserved for issuance or outstanding. There are issued no outstanding stock appreciation rights ("SARs") or outstanding rights (other than the Provident Stock Options) to receive shares of Provident Common Stock on a deferred basis granted under the Provident Stock Plans or otherwise. Schedule 3.01(c) of the Provident Disclosure Schedule sets forth a true and complete list, as of November 17, 1998, of all Provident Stock Options, the date number of this Agreementshares subject to each such option, the grant dates and the exercise prices thereof. All issued and outstanding shares of Common capital stock of Provident are, and all shares which may be issued pursuant to this Agreement or the Provident Stock are Plans will be, when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company Provident having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company Provident may votevote are issued or outstanding. Except as set forth in above, as of the date of this Section 3.02Agreement, there are not no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Provident or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound obligating the Company Provident or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company Provident or any Company Subsidiary of its subsidiaries, or giving any person a right to subscribe for or acquire, any securities of Provident or any of its subsidiaries or obligating the Company Provident or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement agreement, arrangement or undertaking. There are no outstanding contractual obligations of Provident or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Provident or any of its subsidiaries. There are no outstanding contractual obligations of Provident to vote or to dispose of any shares of the capital stock of any of its subsidiaries. To the knowledge of Provident, each individual or entity executing the Stockholders Agreement contemporaneously with or prior to the execution and delivery hereof is the record owner of, or is a trustee of a trust that is the record holder of, a number of shares of Provident Common Stock which is equal to the number of shares of Provident Common Stock set forth opposite such individual's or entity's name on Schedule A to the Stockholders Agreement.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 20,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stockStock, par value $.0001 .01 per share share. Subject to any Permitted Changes (the “Preferred Stock”as defined in Section 6.1(d). As ) there were, as of the date close of this Agreementbusiness on January 16, 16,292,071 1998: (i) 9,174,261 shares of Company Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding; (ii) no shares of Company Common Stock are held in the treasury of the Company; (iii) 1,634,853 shares of Company Common Stock are reserved for issuance upon exercise of outstanding Company Stock Options (of which options 190,500 shares will be cancelled prior to the consummation of the Offer); and (iv) 767,200 shares of Company Common Stock issuable upon exercise of outstanding Warrants (the 'Warrants'). Section 4.3 of the Disclosure Schedule sets forth the exercise price for the outstanding Company Stock Options and the Warrants. Except as set forth aboveabove or in Section 3.3 of the Disclosure Schedule, no other shares of capital stock are issued or outstanding as other equity securities of the date of this AgreementCompany are issued, reserved for 8 issuance or outstanding. All issued and outstanding shares of Common capital stock of the Company are, and all shares which may be issued pursuant to the Stock are Option Plan including any increases pursuant to existing contractual obligations will be, when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As Except as set forth on Section 4.3 of the date of this AgreementDisclosure Schedule, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Except as set forth in this Section 3.02above, there are not no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any Company Subsidiary of its Subsidiaries or obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertaking.,

Capital Structure. The As of the date hereof, the authorized capital stock of the Company consists of 50,000,000 fifteen million (15,000,000) shares of Common Stock and 1,000,000 one million (1,000,000) shares of preferred stock, par value $.0001 .001 per share (the “"Preferred Stock”"). At the close of business on May 18, 1999, (i) 3,730,135 shares of Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, (ii) 740 shares of Common Stock were held in the treasury of the Company or by Subsidiaries of the Company and (iii) 413,389 shares of Common Stock were reserved for future issuance pursuant to the Company's 1995 Long-Term Incentive Plan and 1987 Statutory-Nonstatutory Stock Option Plan (collectively, the "Stock Option Plans"). No shares of Preferred Stock are outstanding. A total of 150,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock ("Series A Preferred Stock"), in connection with the Rights Agreement. As of the date of this Agreement, except (i) as set forth above, (ii) for the rights to purchase Series A Preferred Stock ("Rights") pursuant to the Rights Agreement and (iii) as set forth in the Company SEC Documents (as hereinafter defined), no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. The Company does not have any outstanding 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 ("Voting Debt"). As of the date of this Agreement, 16,292,071 except for stock options covering not in excess of 305,240 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of under the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this AgreementOption Plans, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, authorized options, warrants, calls, rightsrights or subscriptions, claims of any character, obligations, convertible or exchangeable securities or other commitments, agreementscontingent or otherwise, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary of its Subsidiaries or obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, right or agreement or undertaking(each an "Issuance Obligation").

Capital Structure. The authorized capital stock of the Company FPI consists of 50,000,000 20,000,000 shares, of which 15,000,000 shares of are designated Class A Common Stock, 3,500,000 shares are designated Class B Common Stock and 1,000,000 1,500,000 shares are designated Preferred Stock. Of the authorized capital stock of FPI, 9,274,007 shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). As of the date of this Agreement, 16,292,071 shares of FPI Common Stock were are issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 0 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were preferred stock are issued and outstanding. The FPI Board of Directors has granted 3,449,000 options to purchase shares of FPI Common Stock that remain outstanding, and has reserved for issuance 3,750,000 shares of FPI Common under the FPI Equity Incentive Plan. In addition, the FPI Board of Directors has granted warrants to purchase 441,078 shares of FPI Common Stock, but has not reserved any shares of FPI Common Stock for issuance pursuant to such outstanding warrants. Except as set forth above, no shares or other shares equity securities of capital stock FPI are issued issued, reserved for issuance or outstanding as of the date of this Agreementoutstanding. All issued and outstanding shares of Common Stock FPI are duly authorized, validly issued, fully paid and non-assessable and have no not subject to preemptive rights. As of the date of this Agreement, there There are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company FPI having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company FPI may vote. The FPI Disclosure Schedule sets forth the outstanding capitalization of FPI, including a list of all holders of FPI Common Stock and their respective holdings. Except as set forth in this Section 3.02on the FPI Disclosure Schedule, there are not no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary FPI is a party or by which any of them it is bound obligating the Company or any Company Subsidiary FPI to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary FPI or obligating the Company or any Company Subsidiary FPI to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of FPI or any FPI Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any securities of FPI. There are no agreements or arrangements pursuant to which FPI is or could be required to register FPI Common Stock or other securities under the Securities Act, or other agreements or arrangements with or among any security holders of FPI with respect to securities of FPI.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 30,000,000 shares of Company Common Stock and 1,000,000 15,000,000 shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). As of the date of this Agreement, 16,292,071 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no 810,810 shares were have been designated as “Series A Preferred Stock,” 1,516,302.80 shares have been designated as “Series B Preferred Stock” and 3,750,000 shares have been designated as “Series C Preferred Stock.” There are issued and outstanding. Except as set forth above, no other outstanding 11,454,316 shares of capital stock are issued or outstanding Company Common Stock and 810,810 shares of the Company’s “Series A Preferred Stock,” 1,516,302.80 shares of the Company’s “Series B Preferred Stock” and 2,280,548.02 shares of the Company’s “Series C Preferred Stock” as of the date hereof. There are not outstanding any adjustments made or required to be made to the conversion rates applicable to Company Preferred Stock set forth in Company’s Amended and Restated Articles of this AgreementIncorporation (the “Articles of Incorporation”). There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock or Company Preferred Stock. Each share of Company Preferred Stock is convertible into Company Common Stock on a one-to-one basis. There are no other issued and outstanding shares of Company Capital Stock as of the date hereof. Section 2.2(a) of the Company Disclosure Letter sets forth a true, correct and complete list (with names and addresses) of (i) all of the Company’s security holders as of the date hereof, the number of shares, warrants, options or other rights owned and the total number of shares of Company Common Stock reserved under the Company’s Common Stock Option and Common Stock Purchase Plan (the “Company Stock Plan”), (ii) any Persons with rights to acquire Company securities (including all holders of outstanding Company Options, whether or not granted under the Company Stock Plan, the exercise or vesting schedule, exercise price, and tax status of such options under Section 422 of the Code) pursuant to any agreement to which the Company is a party, and (iii) any Persons, to the knowledge of the Company, with rights to acquire Company securities pursuant to any agreement to which the Company is not a party, in each case, as of the date hereof. All issued and outstanding shares of Common Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and have no are free of any liens, charges, claims, encumbrances, preemptive rights, rights of first refusal and “put” or “call” rights created by statute, the Company’s organizational documents or any agreement to which the Company is a party or by which it is bound. As Except for (A) outstanding Company Options to purchase 3,544,800 shares of Company Common Stock under the date Company Stock Plan and 2,249,524 outstanding non-plan options for a total of this Agreement5,794,324 Company Options outstanding, (B) outstanding Company Common Stock Warrants to purchase 310,439 shares of Company Common Stock, and outstanding Company Series C Warrants to purchase 342,082 shares of Series C Preferred Stock, and (C) outstanding Company Preferred Stock, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitmentscommitments or (written or oral) contracts, agreements, arrangements instruments, arrangements, understandings, commitments or undertakings of any kind undertakings, including leases, licenses, guarantees, sublicenses and subcontracts (each, a “Contract”), to which the Company or any Company Subsidiary is a party party, or by which any of them it is bound bound, obligating the Company or any Company Subsidiary to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, after the date hereof any shares of capital stock or other equity or voting securities of the Company or any Capital Stock and/or Company Subsidiary Options or obligating the Company or any Company Subsidiary to issue, grant, extend extend, accelerate the vesting and/or waive any repurchase rights of, change the price of or otherwise amend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. Except as set forth in Section 2.2 of the Company Disclosure Letter, agreement there are no Contracts relating to voting, purchase or undertakingsale of any Company Capital Stock (1) between or among the Company and any of its security holders, other than written contracts granting the Company the right to purchase shares in connection with the termination of employment or service, and (2) to the Company’s knowledge, between or among any of the Company’s security holders. All outstanding Company securities were issued in compliance with all applicable federal and state securities laws.

Capital Structure. The Except as set forth in Schedule 3.3 of the Company Disclosure Schedule, the authorized capital stock of the Company consists of 50,000,000 shares Shares of Common Stock Stock, $.10 par value (the "Common Stock") and 1,000,000 10,000,000 shares of preferred stock, par value $.0001 1.00 per share (the “"Preferred Stock”Shares"). As of the date of this Agreementhereof, 16,292,071 (i) 10,627,875 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares Shares were issued and outstanding, (ii) 1,647,995 shares of Common Stock were reserved for issuance upon exercise of Options pursuant to Option Plans, (iii) Options were outstanding exercisable into 886,510 shares of Common Stock with an average exercise price of $17.74 and (iv) 203,365 shares of Common Stock were issued and are held in the Company's treasury. Except as set forth aboveabove or on Schedule 3.3 of the Company Disclosure Schedule, no other shares of capital stock are issued or outstanding as of the date of this Agreement. All issued : (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) there are no stock appreciation rights, phantom stock units, restricted stock grants, contingent stock grants or Benefit Plans which grant awards of any of the foregoing, and there are no other outstanding contractual rights to which the Company is a party the value of which is based on the value of Shares; (iii) all outstanding shares of Common Stock are capital stock of the Company are, and all Shares which may be issued will be, when so issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As of the date of this Agreement, ; and (iv) there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Except as set forth in above, as of the date of this Section 3.02Agreement, there are not no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any Company Subsidiary of its Subsidiaries or obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement agreement, arrangement or undertaking. There are no outstanding contractual obligations of the Company or any of its Subsidiaries, to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. Schedule 3.3 of the Company Disclosure Schedule accurately sets forth information regarding the current exercise price, date of grant and number of outstanding Options for each holder of Options pursuant to any Option Plan. Following the Effective Time, no holder of Options will have any right to receive shares of common stock of the Surviving Corporation upon exercise of Options.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 the following: (a) 100,000,000 shares of Company Common Stock, (b) 400,000 shares of Company Preferred Stock and 1,000,000 (c) 500,000 shares of preferred stock, par value $.0001 per share (the “Company Special Preferred Stock”). As At the close of the date of this Agreementbusiness on January 27, 16,292,071 2011, (i) 9,764,194 shares of Company Common Stock, no shares of Company Preferred Stock and no shares of Company Special Preferred Stock were issued and outstanding and no outstanding, (ii) 4,852,179 shares of Company Common Stock were held by the Company in its treasury or by any a Company Subsidiary. As of the date of this Agreement, 1,000,000 (iii) 2,000,000 shares of Preferred Company Common Stock have been designated as Class A Preferred Stock, were reserved for issuance under the Company Option Plan (of which no 36,300 shares of Company Common Stock were issued subject to outstanding Company Stock Options) and outstanding(iv) 203,086.861 shares of Company Common Stock were held by the trustee pursuant to the Pre-Paid Legal Services, Inc. Employee Stock Ownership and Thrift Plan. Except as set forth above, as of the date hereof, no other shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of Company Capital Stock have been duly authorized and validly issued and are fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the OGCA, the Company Charter, the Company Bylaws or any Contract to which the Company is a party or by which the Company is otherwise bound. 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 as of and the date of this Agreement. All issued and only rights outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating under the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Option Plan are Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in by this Section 3.02Agreement and except for the Company Stock Options, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote no (or securities convertible into, or exchangeable for, securities having the right to voteA) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (x) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (y) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreement Contract, arrangement or undertakingundertaking or (z) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of shares of Company Capital Stock, (B) outstanding 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 (other than open market purchases under the Employee Stock Ownership and Thrift Plan and the Associate Investment Club Stock Purchase Plan) or (C) voting trusts or other agreements or understandings to which the Company or any of the Company Subsidiaries is a party with respect to the voting or transfer of capital stock of the Company or any of the Company Subsidiaries.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock 10,600,000 Shares and 1,000,000 894,000 shares of preferred stockstock of the Company ("Company Preferred Shares"). At the close of business on the last business day immediately preceding the date hereof (the "Measurement Date"), (i) 3,838,742 Shares were issued and outstanding, (ii) 3,336,419 Shares were held by the Company in its treasury, (iii) 106,000 shares of Series A Participating Preferred Stock, par value $.0001 1 per share (the “Preferred Stock”"Participating Preferred"). As of , were reserved for issuance pursuant to the date of this Company Rights Agreement, 16,292,071 shares of Common Stock were issued and outstanding and (iv) other than the Participating Preferred, no shares were held in treasury or by any other Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock Shares have been designated as Class A Preferred Stock, of which no shares were issued and outstandingor issued. Except as set forth above, at the close of business on the Measurement Date, no other shares of capital stock are issued or outstanding as other voting securities of the date Company or any Subsidiary were issued, reserved for issuance or outstanding. At the close of this Agreementbusiness on the Measurement Date, there were no outstanding stock options, stock appreciation rights or rights to receive Shares on a deferred basis. All issued and outstanding shares of Common Stock are capital stock 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 have no not subject to preemptive rights. As of the date close of this Agreementbusiness on the Measurement Date, there are were no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or notes, other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02above, as of the close of business on the Measurement Date, there are not were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any Company Subsidiary of its Subsidiaries or obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement agreement, arrangement or undertaking. As of the close of business on the Measurement Date, there were no outstanding contractual obligations of the Company or any of its Subsidiaries to issue, repurchase, redeem, exchange or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the close of business on the Measurement Date, there were no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Parent a complete and correct copy of the Rights Agreement, dated as of January 10, 1986 (the "Company Rights Agreement"), as amended and supplemented to the date hereof relating to rights ("Company Rights") to purchase Participating Preferred.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 72,000,000 shares of Company Common Stock and 1,000,000 5,000,000 shares of preferred stock, par value $.0001 0.001 per share (the “Company Preferred Stock”). As At the close of business on March 8, 2019 (the date of this Agreement“Measurement Time”), 16,292,071 (i) 34,528,289 shares of Company Common Stock were issued and outstanding, (ii) 1,458,334 shares of Company Common Stock were reserved and available for issuance pursuant to the Osiris Therapeutics, Inc. Amended and Restated 2006 Omnibus Plan, as amended (the “Company Incentive Plan”), and pursuant to such Company Incentive Plan, 590,751 shares of Company Common Stock were subject to outstanding options to acquire shares of Company Common Stock (such options, together with any options granted thereunder after the Measurement Time, the “Company Stock Options”), and (iii) no shares were held in treasury or by any of Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Common Stock are duly authorizedMeasurement Time, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of or equity interests in the Company were issued, reserved for issuance or outstanding. Section 4.03(a) of the Company Disclosure Letter sets forth each Company Stock Option outstanding as of the Measurement Time, including (to the extent applicable) the Company Incentive Plan under which such Company Stock Option was granted, and the price at which such Company Stock Option may be exercised and whether such Company Stock Option is intended to be an “incentive stock option” within the meaning of Section 422 of the Code. Since the Measurement Time, (x) there have been no issuances by the Company of shares of capital stock or other voting securities of or equity interests in the Company (including Company Stock Options), other than issuances of shares of Company Common Stock pursuant to Company Stock Options outstanding as of the Measurement Time, and (y) there have been no issuances by the Company of options, warrants, rights, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingCommon Stock.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 shares (A) 150,000,000 Shares, of Common Stock which 48,890,405 Shares were outstanding as of the close of business on July 26, 2013; and 1,000,000 (B) 10,000,000 shares of preferred stock, par value $.0001 0.001 per share (share, of which none were outstanding as of the “Preferred Stock”)close of business on July 26, 2013. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of the close of business on July 29, 2013, other than 10,445,945 Shares reserved or available for issuance under the Company’s 1998 Stock Plan, 2006 Equity Incentive Plan, 2012 Equity Incentive Plan and ESPP (collectively, the “Stock Plans”), and subject to the transactions contemplated by Section 7.13, the Company has no Shares reserved for issuance. Section 5.2(a) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock units and all other Company Awards outstanding under the Stock Plans as of July 29, 2013, including the holder, date of this Agreementgrant, 16,292,071 shares governing Stock Plan, term, number of Common Stock were issued and outstanding and no shares were held in treasury or by any Company SubsidiaryShares and, where applicable, exercise price. As Each of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other outstanding shares of capital stock are issued or outstanding as other securities of each of the date of this Agreement. All issued and outstanding shares of Common Stock are Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable nonassessable and have no preemptive rightsfree and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). As of Except as set forth above and for any awards under the Stock Plans after the date of this Agreement, except for the rights (the “Rights”) issued pursuant to the Rights Agreement, dated as of February 26, 2013, between the Company and American Stock Transfer & Trust Company, LLC (the “Rights Agreement”), and except for preferred stock issued pursuant to this Agreement there are are, and as of the Closing Date there will be, no preemptive or other outstanding subscriptionsrights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights or other arrangements or commitments obligating of any kind that obligate the Company or any of its Subsidiaries to issue issue, grant, sell, redeem or repurchase any shares of its capital stock or other than securities of the Company or any of its Subsidiaries or any securities or obligations of the Company or any of its Subsidiaries convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company, and no securities or obligations evidencing such rights are 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. Except for preferred stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement issued pursuant to the 2002 Stock Option and Stock Bonus Planthis Agreement, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are does not now, and at the Effective Time there will not be, have outstanding any outstanding bonds, debentures, notes or other indebtedness or other securities obligations the holders of the Company having which have the right to vote (or securities convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the holders of Shares on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingmatter.

Capital Structure. (i) The authorized capital stock of the Company consists of (A) 300,000,000 shares of Company Common Stock, of which 153,925,933 shares were outstanding as of September 30, 2003 and (B) 50,000,000 shares of Common Stock and 1,000,000 shares of preferred stockPreferred Stock, par value $.0001 0.01 per share (the “Preferred Stock”)share, none of which are outstanding. As Except for Company Common Stock issued upon exercise of the date of this AgreementCompany Stock Options, 16,292,071 no shares of Company Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stockissued between September 30, of which no shares were issued 2003 and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreementhereof. All issued and outstanding shares of Common Stock the capital stock of Company are duly authorized, validly issued, fully paid and non-assessable nonassessable, and have no class of capital stock is entitled to (or has been issued in violation of) preemptive rights. Other than 1,377,381 shares of Company Common Stock reserved for issuance under the Company ESPP (as defined in Section 4.1(b)), there were outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Company other than the Company Stock Options representing in the aggregate the right to purchase no more than 20,182,509 shares of Company Common Stock under the Company Stock Plan or otherwise. Section 3.2(b) of the Company Disclosure Schedule sets forth a complete and correct list of (x) as of October 21, 2003, the number of shares of Company Common Stock subject to Company Stock Options or other rights to purchase or receive Company Common Stock granted under the Company Stock Plans or otherwise, and the date of grant, vesting date, expiration date, exercise price and holder of each such Company Stock Option, (y) as of October 21, 2003, the number of shares of restricted Company Common Stock and deferred share rights outstanding, and the date of grant, vesting date, expiration date and holder of each such share of restricted Company Common Stock or deferred share rights and (z) the total amount of deductions withheld for the semi-annual offering period ending December 31, 2003, with respect to purchases to be made pursuant to the Company ESPP. Upon any issuance of such shares of Company Common Stock as set forth in Section 3.2(b) of the Company Disclosure Schedule, such shares of Company Common Stock will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Lien, pledge, security interest, claim or other encumbrance. As of the date of this Agreementhereof, there are no outstanding subscriptionsshareholder agreements, options, warrants, rights voting trusts or other arrangements agreements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind understandings to which the Company or any Company Subsidiary is a party or by which any of them it is bound obligating relating to the Company or voting of any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingCompany.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 100,000,000 shares of Company Common Stock and 1,000,000 (ii) 5,000,000 shares of preferred stockPreferred Stock, $0.0001 par value $.0001 per share share, of which 150,000 shares have been designated in the Articles as “Series A Convertible Preferred Stock” (the “Company Preferred Stock”). As of the date of this Agreementhereof, 16,292,071 (A) (x) 20,459,488 shares of Company Common Stock were are issued and outstanding (y) no shares of Company Preferred Stock are issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, (z) no other shares of capital stock are issued or outstanding as and outstanding, (B) 14,912 shares of Company Common Stock are held in treasury and (C) no shares of capital stock of the Company are owned by a Subsidiary of the Company. As of the date hereof, 18,917,705 shares of this AgreementCompany Common Stock are reserved for issuance pursuant to outstanding Company Options of which 769,442 shares of Company Common Stock are reserved for issuance pursuant to outstanding 2000 Plan Company Options and 18,148,263 shares of Company Common Stock are reserved for issuance pursuant to outstanding 2006 Plan Company Options, 559,000 shares of Company Common Stock are reserved for issuance pursuant to outstanding Company Warrants, 2,800,000 shares of Company Common Stock are reserved for issuance pursuant to outstanding Company Deferred Stock and 5,100,541 shares of Company Common Stock are reserved for issuance under the Company Stock Plans. All issued and outstanding shares of Company Common Stock, and all shares of Company Common Stock reserved for issuance as noted in the preceding sentence, when issued in accordance with the respective terms thereof, are or will be duly authorized, validly issued, fully paid and non-assessable assessable. All securities issued by the Company have been issued in compliance in all material respects with applicable Law. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the Company Board, or a committee thereof, and have no preemptive rights. As any required shareholder approval by the necessary number of votes or written consents, and each Company Option was made in accordance in all material respects with the terms of the date applicable Company Stock Plan and applicable Law. The per share exercise price of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating each Company Option was not less than the fair market value of a share of Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (on the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingapplicable grant date.

Capital Structure. (a) The authorized capital stock of the Company Post consists of 50,000,000 100,000,000 shares of Post Common Stock and 1,000,000 20,000,000 shares of preferred stock, par value $.0001 .01 per share (the “Post Preferred Stock”), of which 1,150,000 shares are designated as 8 1⁄2% Series A Cumulative Redeemable Preferred Shares with a liquidation preference of $50 per share (“Post Series A Preferred Stock”). As At the close of the date of this Agreementbusiness on August 12, 16,292,071 2016, (i) 53,506,370.0653 shares of Post Common Stock were issued and outstanding, (ii) 867,846 shares of Post Series A Preferred Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are Post Preferred Stock were issued or outstanding, (iii) 159,210 shares of Post Common Stock were reserved for issuance pursuant to the terms of outstanding as options granted pursuant to the Post Equity Incentive Plans and (iv) 113,064 shares of the date Post Common Stock were reserved for issuance upon redemption of this AgreementPost OP Units. All issued and outstanding shares of Common Stock the capital stock of Post are duly authorized, validly issued, fully paid and non-assessable assessable, and have no class of capital stock is entitled to preemptive rights. As of the date of this Agreement, there There are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities Indebtedness of the Company Post having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which shareholders holders of the Company shares of Post Common Stock may vote. Except Section 4.3(a) of the Post Disclosure Letter sets forth a complete and correct list, as set forth in of the date of this Section 3.02Agreement, there are not of the total number of outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings Post Options under the Post Equity Incentive Plans and the number of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock Post Common Stock subject to each outstanding Post Option, the exercise price, and the grant date. There are no other rights to purchase or receive shares of Post Common Stock granted under the Post Equity Incentive Plans or otherwise other equity or voting securities of than the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingPost Options.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock and 1,000,000 2,000,000 shares of preferred stock, par value $.0001 .01 per share (the “Preferred Stock”). As of the date of this Agreement, 16,292,071 and 10,000,000 shares of Common Stock Company Stock. At the close of business on December 31, 2009 (the “Capitalization Date”), (i) 5,210,950 shares of Company were issued and outstanding, (ii) 52,000 shares of Company Stock were subject to outstanding Company Stock Options with a weighted average exercise price of $2.43 per share, and (iii) no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and or outstanding. Except as set forth above, at the close of business on the Capitalization Date, no other shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance (other than with respect to such shares reserved for issuance upon the exercise of Company Stock Options) or outstanding. There are issued no outstanding stock appreciation rights, “phantom” stock rights, restricted stock units, performance units, rights to receive shares of Company Stock on a deferred basis or outstanding other rights (other than Company Stock Options) that are linked to the value of Company Stock (collectively, “Company Stock-Based Awards”). The Company has provided or made available to Parent a true and complete list, as of the date of this Agreement, of each outstanding Company Stock Option and the exercise price thereof. The Company Stock is not listed on any national securities exchange. All Company Stock Options were issued under the Company Stock Plans and Schedule 3.03(a) is a true and correct list of the outstanding Company Stock Options as of the Capitalization Date. All outstanding shares of Common capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock are Options will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As of the date of this Agreement, there There are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Except as set forth above in this Section 3.024.03 and except for issuances of shares of Company Stock pursuant to the exercise of Company Stock Options, (A) there are not issued, reserved for issuance or outstanding securities(1) any shares of capital stock or other voting securities or equity interests of the Company, options(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, commitments, agreements, arrangements or undertakings and no obligation of any kind to which the Company to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company, or (4) any Company Subsidiary is a party or by which Stock-Based Awards, and (B) there are not any outstanding obligations of them is bound obligating the Company to repurchase, redeem or otherwise acquire any Company Subsidiary such shares of capital stock, equity interests or other securities or to register, issue, deliver or sell, or cause to be issued, delivered or sold, additional any such shares of capital stock stock, equity interests or other equity or voting securities of securities. Neither the Company or nor any Company Subsidiary or obligating of its Subsidiaries is a party to any voting Contract with respect to the Company or any Company Subsidiary to issue, grant, extend or enter into voting of any such security, option, warrant, call, right, commitment, agreement or undertakingsecurities.

Capital Structure. The authorized capital stock of the Company Viewbix consists of 50,000,000 (i) 490,000,000 shares of Common Stock common stock, $0.0001 par value, of which (a) 18,839,686 shares are issued and 1,000,000 outstanding on a pre-reverse split basis as of the date of the hereof and (b) 28,405,684 shares of common stock on a pre-reverse split basis underlying options or warrants of which are outstanding as of the date hereof and (c) 6,031,828 shares of common stock on a pre-reverse split basis that Viewbix has committed to issue to certain recipients following the date hereof, and (ii) 10,000,000 shares of preferred stock, $0.0001 par value $.0001 per share (the “Preferred Stock”). As of the date of this Agreement, 16,292,071 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stockvalue, of which no shares were none are issued and outstanding. Except as disclosed in the Viewbix Reports (as defined below) and as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this Agreementherein, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company Viewbix having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on of which shareholders stockholders of the Company may voteViewbix are entitled to vote on. Except as disclosed in Viewbix Reports and as set forth in this Section 3.02herein, there are not no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary Viewbix is a party or by which any of them it is bound obligating the Company or any Company Subsidiary Viewbix to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares common stock of capital stock Viewbix or other equity or voting securities of the Company or any Company Subsidiary Viewbix or obligating the Company or any Company Subsidiary Viewbix to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Viewbix to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of Viewbix or any other securities of Viewbix. There are no agreements or arrangements pursuant to which Viewbix is or could be required to register Viewbix’ common stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”) or other agreements or arrangements with or among any holders of Viewbix or with respect to any securities of Viewbix. The issuance of the Viewbix Exchange Shares will not trigger any anti-dilution rights of any existing securities of Viewbix.

Capital Structure. The authorized capital stock of the Company Trenwick consists of 50,000,000 30,000,000 shares of Trenwick Common Stock and 1,000,000 2,000,000 shares of preferred stock, par value $.0001 .10 per share share. At the close of business on June 18, 1999, (the “Preferred Stock”). As of the date of this Agreement, 16,292,071 i) 10,630,510 shares of Trenwick Common Stock were issued and outstanding, (i) 1,071,170 shares of Trenwick Common Stock were reserved for issuance pursuant to outstanding stock options ("Trenwick Stock Options") issued under Trenwick's 1989 Stock Plan, 1993 Stock Option Plan and no 1993 Stock Option Plan for Non-Employee Directors all currently in effect (collectively, the "Trenwick Stock Option Plans"), (ii) zero shares of Trenwick Common Stock were held in Trenwick's treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 and (iii) 200,000 shares of Preferred Stock have been designated as Class A Series B Junior Participating Preferred Stock, were reserved for issuance in connection with the rights issued pursuant to the Rights Agreement dated as of which no shares were issued September 24, 1997 (the "Rights Agreement"), between Trenwick and outstandingFirst Chicago Trust Company of New York. Except as set forth above, at the close of business on June 18, 1999, no other shares of capital stock are issued or outstanding as other equity securities of the date of this AgreementTrenwick were issued, reserved for issuance or outstanding. All issued and outstanding shares of Common capital stock of Trenwick are, and all shares which may be issued pursuant to this Agreement or the Trenwick Stock are Option Plans will be, when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As Except as set forth in Section 3.2(c) of the date of this AgreementTrenwick Disclosure Schedule, there are since January 1, 1999, no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its the capital stock of Trenwick have been issued other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Trenwick Stock Option and Options already in existence on such date, and, since such date, no Trenwick Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”)Options have been granted. Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding No bonds, debentures, notes or other indebtedness of Trenwick or other securities any subsidiary of the Company Trenwick having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders the stockholders of Trenwick or any subsidiary of Trenwick may vote are issued or outstanding. Section 3.2(b) of the Company may voteTrenwick Disclosure Schedule lists the Significant Subsidiaries of Trenwick and, except for the capital stock of such subsidiaries, Trenwick does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, joint venture or other entity other than any publicly-traded corporation in which Trenwick owns 100 or fewer shares of common stock and other than any registered investment company. All the outstanding shares of capital stock of each subsidiary of Trenwick have been validly issued and are fully paid and nonassessable and are owned by Trenwick, by one or more wholly owned subsidiaries of Trenwick or by Trenwick and one or more such wholly owned subsidiaries, free and clear of all Liens. Except as set forth in this Section 3.02above, there are not outstanding any securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind to which the Company Trenwick or any Company Subsidiary subsidiary is a party or by which any of them is bound obligating the Company Trenwick or any Company Subsidiary subsidiary to issue, deliver sell or selldeliver, or cause to be issuedrepurchase, delivered redeem or soldotherwise acquire, additional shares of capital stock or other equity or voting securities of the Company any of them or any Company Subsidiary securities convertible into or exchangeable for capital stock or voting securities of Trenwick, or obligating the Company or any Company Subsidiary of them to issue, sell, deliver, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. There are no stockholder agreements, agreement voting trusts or undertakingother agreements or understandings to which Trenwick or any of its subsidiaries is a party, or to which any of them is bound, relating to the voting or disposition of any shares of capital stock of Trenwick or any subsidiary thereof.

Capital Structure. The As of the Execution Date, the authorized capital stock of the Company Buyer consists of (a) 400,000,000 shares of Buyer Class A Common Stock, (b) 50,000,000 shares of Buyer Class B Common Stock and (c) 1,000,000 shares of preferred stock, par value $.0001 0.001 per share (the “Buyer Preferred Stock”). As At the close of the date of this Agreementbusiness on August 11, 16,292,071 2017: (i) 103,500,000 shares of Buyer Class A Common Stock were issued and outstanding outstanding, (ii) 25,875,000 shares of Buyer Class B Common Stock were issued and outstanding, (iii) no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Buyer Preferred Stock have been designated as were issued and outstanding, and (iv) 49,633,333 warrants, each entitling the holder thereof to purchase one share of Buyer Class A Preferred Stock, Common Stock at an exercise price of which no shares $11.50 per share of Buyer Class A Common Stock (the “Buyer Warrants”) were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Buyer Class A Common Stock and Buyer Class B Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no are not subject to preemptive rights. As of Except for the date of this AgreementBuyer Class B Common Stock and the Buyer Warrants, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”a) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities Buyer convertible into, into or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional for shares of capital stock or other equity interest or voting securities of the Company Buyer, (b) options, warrants or other rights (including preemptive rights) or agreements, arrangement or commitments of any Company Subsidiary character, whether or obligating the Company or not contingent, of Buyer to acquire from any Company Subsidiary Person, and no obligation of Buyer to issue, grantany shares of capital stock or other equity interest or voting securities of Buyer or any securities convertible into or exchangeable for such shares of capital stock or other equity interest or voting securities, extend other than pursuant to the Forward Purchase Agreements and the rights of the Contributor, Bayou City, Highbridge, Management, the Kingfisher Contributor and the Riverstone Contributor to acquire shares of Buyer Class C Common Stock, Buyer Series A Preferred Stock and Buyer Series B Preferred Stock pursuant to this Agreement, the Kingfisher Contribution Agreement and the Riverstone Contribution Agreement, as applicable, (c) equity equivalents or enter into other similar rights of or with respect to Buyer, or (d) obligations of Buyer to repurchase, redeem, or otherwise acquire any such securityof the foregoing securities, optionshares of capital stock, warrantoptions, callequity equivalents, rightinterests or rights, commitmentother than shares of Buyer Class C Common Stock. Buyer has no direct or indirect equity interests, participation or voting right or other investment (whether debt, equity or otherwise) in any Person (including any Contract in the nature of a voting trust or similar agreement or undertakingunderstanding) or any other equity equivalents in or issued by any other Person other than its direct and indirect equity interests in the General Partner and the Partnership or as may be acquired pursuant to this Agreement, the Kingfisher Contribution Agreement or the Riverstone Contribution Agreement. The Buyer Class C Common Stock to be issued to the Contributor hereunder upon Closing or as Earn-Out Consideration, when delivered, shall be duly authorized and validly issued, fully paid and non-assessable, and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights), Organizational Documents, commitments or agreements to which Buyer is a party or by which it is bound. The Buyer Series A Preferred Stock to be issued to Bayou City, Highbridge and Management hereunder upon Closing, when delivered, shall be duly authorized and validly issued, fully paid and non-assessable, and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights), the Organizational Documents, commitments or agreements to which Buyer is a party or by which it is bound. Other than the Founder Registration Rights Agreement or the Registration Rights Agreement, the Buyer has no obligation to register, on behalf of any stockholder or other security holder of the Buyer, any securities of the Buyer under the Securities Act.

Capital Structure. The As of February 21, 2000, the authorized capital stock of the Company IXnet consists of 50,000,000 100,000,000 shares of IXnet Common Stock and 1,000,000 shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). As of the date close of this Agreementbusiness on February 21, 16,292,071 2000, there were (i) 51,148,867 shares of IXnet Common Stock were issued and outstanding and no outstanding; (ii) 0 shares were of IXnet Common Stock held in the treasury or by any Company Subsidiaryof IXnet; (iii) 907,557 shares of IXnet Common Stock reserved for issuance upon exercise of authorized but unissued IXnet Options pursuant to the Stock Plans; and (iv) 9,053,409 shares of IXnet Common Stock issuable upon exercise of outstanding IXnet Options. As Section 3.01(c) of the date Disclosure Schedule sets forth the name of this Agreement, 1,000,000 each holder of outstanding options to acquire shares of Preferred Stock have been designated as Class A Preferred IXnet Common Stock, the number of which no shares were issued options held and outstandingthe exercise prices of such options. Except as set forth above, no other shares of capital stock or other equity securities of IXnet are issued authorized, issued, reserved for issuance or outstanding as of the date of this Agreementoutstanding. All issued and outstanding shares of Common capital stock of IXnet are, and all shares which may be issued pursuant to the Stock are Plans will be, when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As of Other than the date of this AgreementIXnet Options, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company IXnet having the right to vote (or securities convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company IXnet may vote. Except as set forth in this Section 3.02above, there are not no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company IXnet or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound obligating the Company IXnet or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company IXnet or of any of its subsidiaries or obligating IXnet or any Company Subsidiary or obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement agreement, arrangement or undertaking. Except as set forth in the Recent IXnet SEC Documents and except for such indebtedness which is not material to IXnet, IXnet and its subsidiaries have no indebtedness. Other than the IXnet Options, (i) there are no outstanding contractual obligations, commitments, understandings or arrangements of IXnet or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of IXnet or any of its subsidiaries and (ii) there are no irrevocable proxies with respect to shares of capital stock of IXnet or any subsidiary of IXnet. Except as set forth above or in Section 3.01(c) of the Disclosure Schedule or in the Recent IXnet SEC Documents, there are no agreements or arrangements pursuant to which IXnet is or could be required to register shares of IXnet Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any securityholders of IXnet with respect to securities of IXnet.

Capital Structure. The (a) As of the date hereof, the authorized capital stock of the Company Xxxx consists of 50,000,000 240,000,000 shares of common stock, par value $0.01 per share (“Xxxx Common Stock Stock”), and 1,000,000 10,000,000 shares of preferred stock, par value $.0001 0.01 per share (the “Xxxx Preferred Stock”). As At the close of the date of this Agreementbusiness on January 16, 16,292,071 2013, (i) 208,597,574.876 shares of Xxxx Common Stock were issued and outstanding and outstanding, (ii) no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Xxxx Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other (iii) 50,000 shares of capital stock are issued or Xxxx Common Stock were reserved for issuance pursuant to the terms of outstanding options granted pursuant to the Xxxx Stock Option Plan and (iv) 950,000 shares of Xxxx Common Stock were available for grant under the Xxxx Stock Option Plan. Xxxx suspended sales pursuant to the DRIP as of the date of this AgreementDecember 16, 2012 and such suspension remains in effect. All issued and outstanding shares of Common Stock the capital stock of Xxxx are duly authorized, validly issued, fully paid and non-assessable nonassessable, and have no class of capital stock is entitled to preemptive rights. As of the date of this Agreement, there There are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities Indebtedness of the Company Xxxx having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which shareholders holders of the Company shares of Xxxx Common Stock may vote. Except Section 4.3(a) of the Xxxx Disclosure Letter sets forth a complete and correct list, as set forth in of the date of this Section 3.02Agreement, there of the total number of outstanding Xxxx Options under the Xxxx Stock Option Plan and, with respect to each Xxxx Option outstanding as of the date of this Agreement, (A) the number of shares of Xxxx Common Stock subject to such Xxxx Option, (B) the name of the holder of such Xxxx Option, (C) the per share exercise price, and (D) the grant date. There are not outstanding securitiesno restricted stock, options, warrants, calls, stock appreciation rights, commitmentsrestricted stock units, agreementsdividend equivalent rights, arrangements other equity compensation awards or undertakings of any kind other rights to which purchase or receive Xxxx Common Stock granted under the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sellXxxx Stock Option Plan, or cause compensatory awards of units in the Xxxx Operating Partnership, or otherwise other than the Xxxx Options. The per share exercise price of each Xxxx Option was not less than the fair market value of a share of Xxxx Common Stock on the applicable grant date. One (1) Business Days prior to the Closing, Xxxx will provide to Spirit a complete and correct list that contains the information required to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities provided in Section 4.3(a) of the Company or any Company Subsidiary or obligating Xxxx Disclosure Letter that is correct and complete as of the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingClosing Date.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stockStock, no par value $.0001 per share (the “Company Common Stock”), and 100,000 shares of Company Preferred Stock, no par value per share (“Company Preferred Stock”). As At the close of the date of this Agreementbusiness on September 20, 16,292,071 2006, (i) 12,965,250 shares of Company Common Stock were issued and outstanding and outstanding, (ii) no shares were held in treasury or by any of Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding, (iii) no shares of Company Common Stock were held by the Company in its treasury, and (iv) 367,500 shares of Company Common Stock were reserved for issuance pursuant to the Company Warrants (defined below). At the close of business on September 20, 2006, the Company had granted options to purchase 230,000 shares of Company Common Stock under the Company Option Plan. Except as set forth above, at the close of business on September 20, 2006, no other shares of capital stock are issued or outstanding as other voting securities of the date Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights linked to the price of this AgreementCompany Common Stock and granted under the Company Option Plan. All issued and outstanding shares of Company Common Stock are 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 have no not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. As right, subscription right or any similar right under any provision of the date FBCA, the Company’s articles of this Agreement, there are no outstanding subscriptions, options, warrants, rights incorporation or other arrangements bylaws or commitments obligating any contract to which the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on is a party or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”)otherwise bound. Other than as contemplated above in this Section 3.02, there There are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which the Company’s shareholders of the may vote (“Voting Company may voteDebt”). Except as set forth above or in the Company Disclosure Letter, as of the date of this Section 3.02Agreement, there are not outstanding securities, any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts (as defined in Section 3.04(a)), arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreement Contract, arrangement or undertakingundertaking or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Company capital stock. As of the date of this Agreement, there are not any outstanding 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. Section 3.02 of the Company Disclosure Letter sets forth a true and complete list of the outstanding Company Options and the outstanding Company Warrants together with the number of shares of Company Common Stock subject thereto and the exercise price thereof.

Capital Structure. (a) The authorized capital stock of the Company Republic consists of the following: (a) 750,000,000 shares of Republic Common Stock; and (b) 50,000,000 shares of Republic Preferred Stock. At the close of business on May 31, 2008, (i) 196,683,156 shares of Republic Common Stock and 1,000,000 no shares of preferred stockRepublic Preferred Stock were issued and outstanding, par value $.0001 per share (ii) 14,894,412 shares of Republic Common Stock were held by Republic in its treasury, and (iii) 21,841,334 shares of Republic Common Stock were reserved for issuance under the “Preferred Stock”). As Republic Plans (of the date of this Agreement, 16,292,071 which 9,114,157 shares of Common Stock were issued subject to outstanding Republic RSUs, Republic DSUs, Republic Stock Options and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstandingRepublic Restricted Shares). Except as set forth above, as of the date hereof, no other shares of capital stock or other voting securities of Republic are issued issued, reserved for issuance or outstanding as of the date of this Agreementoutstanding. All issued and outstanding shares of Republic Common Stock have been duly authorized and validly issued and are duly authorized, validly issued, fully paid and nonnonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Republic Charter, the Republic By-assessable laws or any Contract to which Republic is a party or by which Republic is otherwise bound. Republic has made available to Allied a true and have complete list, as of May 31, 2008, of all outstanding Republic Stock Options or other rights to purchase or receive shares of Republic Common Stock granted under the Republic Stock Plans, any other Republic Plan or otherwise by Republic or any of the Republic Subsidiaries, the number of shares of Republic Common Stock subject thereto and, if applicable, the expiration dates and exercise prices thereof. There is no Voting Republic Debt issued and outstanding. There are no preemptive rights. As or similar rights on the part of the date any holder of this Agreement, there are no outstanding subscriptions, options, warrants, rights any class of securities of Republic or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”)Republic Subsidiary. Other than as contemplated above in by this Section 3.025.03, changes since May 31, 2008 resulting from the exercise of Republic Stock Options or the vesting of Republic RSUs or Republic DSUs or from the issuance of Republic Stock Options, Republic RSUs, Republic DSUs or Republic Restricted Shares as permitted by Section 6.01(b), there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote no (or securities convertible into, or exchangeable for, securities having the right to voteA) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company Republic or any Company Republic Subsidiary is a party or by which any of them is bound (x) obligating the Company Republic or any Company Republic Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company interests in, or any Company security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Republic or any Republic Subsidiary or any Voting Republic Debt, (y) obligating the Company Republic or any Company Republic Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreement Contract, arrangement or undertakingundertaking or (z) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Republic Common Stock, (B) outstanding contractual obligations of Republic or any Republic Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of 24 Republic or any Republic Subsidiary or (C) voting trusts or other agreements or understandings to which Republic or any of the Republic Subsidiaries is a party with respect to the voting or transfer of capital stock of Republic or any of the Republic Subsidiaries.

Capital Structure. The authorized capital stock of the Company Target consists of 50,000,000 70,000,000 shares of Target Common Stock and 1,000,000 500,000 shares of preferred stock, par value $.0001 1.00 per share share, of Target (the “"Target Authorized Preferred Stock”"). As of April 30, 2001, (i) 28,877,784 shares of Target Common Stock were issued and outstanding; (ii) 3,085,609 shares of Target Common Stock were held by Target in its treasury; (iii) no shares of Target Authorized Preferred Stock were issued and outstanding; (iv) 1,824,322 shares of Target Common Stock were subject to outstanding stock options (collectively, "Target Stock Options") granted under the Target Stock Plans (as defined below); and (v) 5,000 shares of Series A Junior Participating Preferred Stock were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock issued pursuant to the Renewed Rights Agreement dated as of July 30, 1997 (the "Rights Agreement") between Target and BankBoston, N.A. Except as set forth above and except for shares of Target Common Stock issued upon the exercise of stock options referenced above subsequent to the close of business on April 30, 2001 and prior to the date of this Agreement, as of the date of this Agreement, 16,292,071 no shares of capital stock or other voting securities of Target were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights ("SARs") or rights (other than the Target Stock Options, restricted shares and restricted units) to receive shares of Target Common Stock were issued on a deferred basis or other rights linked to the value of shares of Target Common Stock granted under the stock plans listed in Section 3.01(c) of the Target Disclosure Schedule (such plans, collectively, the "Target Stock Plans"). Outstanding Target Stock Options, are evidenced by stock option agreements and outstanding and no shares were held restricted stock purchase agreements in treasury or by any Company Subsidiary. As of forms provided to Parent prior to the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which and no shares were issued and outstandingstock option agreement or restricted stock purchase agreement contains terms that are inconsistent with such forms. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding No bonds, debentures, notes or other indebtedness or other securities of the Company Target having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of Target or any of its subsidiaries may vote are issued or outstanding or subject to issuance. All outstanding shares of capital stock of Target are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and will be delivered free and clear of all Liens (other than Liens created by or imposed upon the Company may voteholders thereof) and not subject to preemptive rights. Except as set forth in this Section 3.023.01(c) (including pursuant to the conversion or exercise of the securities referred to above), (x) there are not issued, reserved for issuance or outstanding securities(A) any shares of capital stock or other voting securities of Target or any of its subsidiaries (other than shares of capital stock or other voting securities of such subsidiaries that are directly or indirectly owned by Target), options(B) any securities of Target or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other ownership interests in, Target or any of its subsidiaries or (C) any warrants, calls, rights, commitments, agreements, arrangements options or undertakings of any kind other rights to which the Company acquire from Target or any Company Subsidiary is a party of its subsidiaries, and no obligation of Target or by which any of them is bound obligating the Company its subsidiaries to issue, any capital stock or other voting securities of, or other ownership interests in, or any Company Subsidiary securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of, or other ownership interests in, Target or any of its subsidiaries and (y) there are not any outstanding obligations of Target or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares any such securities. Target is not a party to any voting agreement with respect to the voting of any such securities. Other than the capital stock of, or other equity interests in, its subsidiaries, Target does not directly or voting indirectly beneficially own any securities of the Company or other beneficial ownership interests in any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingother entity.

Capital Structure. (i) The authorized capital stock of the Company consists of 50,000,000 shares 400,000,000 Shares, of Common Stock which 67,859,898 Shares were outstanding as of the close of business on February 18, 2008, and 1,000,000 10,000,000 shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). As of the date of this Agreement, 16,292,071 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and are outstanding. Except All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. Other than 11,863,437 Shares reserved for issuance under the Company’s 1997 Omnibus Incentive Plan, 2003 Omnibus Incentive Plan, as set forth aboveamended, and 2006 Omnibus Incentive Plan, as amended, DBT Online Inc. Stock Option Plan and the Deferred Compensation Plan and Deferred Compensation Plan No. 2 (collectively, the “Stock Plans”) and Shares subject to issuance under the Stock Plans, the Company has no other Shares reserved for or subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list as of February 14, 2008 of options, phantom stock, restricted stock, deferred shares, share equivalent units and Stock-based performance units under the Stock Plans, including the holder to whom the applicable security was issued, date of grant, type of award, term, number of Shares and, where applicable, exercise price per Share. Each of the outstanding shares of capital stock are issued or outstanding as other securities of each of the date of this Agreement. All issued and outstanding shares of Common Stock are Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable nonassessable and have no preemptive rights. As owned by the Company or by a direct or indirect wholly owned Subsidiary of the date Company, free and clear of this Agreementany lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, there are no preemptive or other outstanding subscriptionsrights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights or other arrangements or commitments obligating of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of its capital stock or other than stock options securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to acquire up to 231,500 shares subscribe for or acquire, any securities of Common Stock (the “Company Stock Options”) granted on or prior to the date any of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Planits Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of Shares in accordance with the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, terms of the “Company Stock Plans”), such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. Other than as contemplated above in this Section 3.02, there are The Company does not now, and at the Effective Time there will not be, have outstanding any outstanding bonds, debentures, notes or other indebtedness or other securities obligations the holders of the Company having which have the right to vote (or securities convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which with the shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of on any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingmatter.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 150,000,000 shares of Company Common Stock and 1,000,000 5,000,000 shares of preferred stock, par value $.0001 0.01 per share (the “Company Preferred Stock”). As At the close of the date of this Agreementbusiness on October 13, 16,292,071 2006, (i) 45,449,433 shares of Company Common Stock were issued and outstanding, (ii) approximately 4,300,000 shares of Company Common Stock were reserved for issuance pursuant to the Company 1994 Stock Option Plan, the Company 1995 Stock Option Plan, the Company 1997 Stock Option Plan, the Company Amended and Restated 1999 Stock Option Plan, the Company 2000 Stock Option Plan and the Company 2002 Stock Option Plan (collectively, the “Company Stock Plans”), of which 2,925,854 shares of Company Common Stock were subject to outstanding options to purchase shares of Company Common Stock (collectively, and no including any options to purchase shares were held in treasury or by any of Company Subsidiary. As of Common Stock granted after October 13, 2006, pursuant to the date terms of this Agreement, 1,000,000 “Company Stock Options”), (iii) no shares of Company Preferred Stock have been were issued or outstanding or were held by the Company as treasury shares and (iv) 5,000,000 shares of Company Preferred Stock designated as Class Series A Junior Participating Preferred StockStock were reserved for issuance in connection with the rights (the “Rights”) to be issued pursuant to the Rights Agreement, dated as of which no shares were issued August 11, 2000, between the Company and outstandingXxxxx Fargo Bank, N.A. (as amended, the “Rights Agreement”). Except as set forth aboveabove in this Section 3.01(c), at the close of business on October 13, 2006, no other shares of capital stock are issued or outstanding as other voting securities or equity interests of the date of this AgreementCompany were issued, reserved for issuance or outstanding. All issued and There are no outstanding shares of Company Common Stock or Company Preferred Stock subject to vesting or restrictions on transfer or rights of repurchase by the Company, stock appreciation rights, “phantom” stock rights, performance units, rights to receive shares of Company Common Stock on a deferred basis or other rights (other than Company Stock Options) that are linked to the value of Company Common Stock. Section 3.01(c) of the Company Disclosure Schedule sets forth a complete and accurate list, as of October 13, 2006, of all outstanding Company Stock Options under the Company Stock Plans, the number of unpurchased shares of Company Common Stock subject thereto, the grant dates, expiration dates, exercise prices and vesting schedules thereof and the names of the holders thereof. Section 3.01(c) of the Company Disclosure Schedule also sets forth the aggregate number of unpurchased shares of Company Common Stock subject to outstanding Company Stock Options with exercise prices on a per share basis lower than $5.00 and the weighted average exercise price of such Company Stock Options. All Company Stock Options are evidenced by stock option agreements in the forms set forth in Section 3.01(c) of the Company Disclosure Schedule, and no stock option agreement contains terms that are inconsistent with such forms. With respect to the Company Stock Options, (A) each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (B) each such grant was made in accordance with the terms of the applicable Company Stock Plan, the Exchange Act and all other applicable statutes, laws, ordinances, rules, regulations, orders, writs, injunctions, decrees, judgments or stipulations (“Legal Provisions”), including the rules and regulations of The NASDAQ Global Market and its predecessor markets (“Nasdaq”) or any other exchange on which Company securities are traded, (C) the per share exercise price of each Company Stock Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date and (D) each such grant was properly accounted for in accordance with GAAP in the audited financial statements included in the Filed Company SEC Documents and disclosed in the Filed Company SEC Documents in accordance with the Exchange Act and all other applicable Legal Provisions. The Company has terminated the Company 2000 Employee Stock Purchase Plan (the “Company ESPP”), and no employee of the Company has any rights to purchase shares of Company Common Stock pursuant to the Company ESPP. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock Options will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As of the date of this Agreement, there There are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above in this Section 3.023.01(c), (x) there are not issued, reserved for issuance or outstanding securities(A) any shares of capital stock or other voting securities or equity interests of the Company, options, (B) any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or (C) any warrants, calls, rights, commitments, agreements, arrangements options or undertakings of any kind other rights to which acquire from the Company or any Company Subsidiary is a party or by which any of them is bound obligating its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company Subsidiary and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares any such securities. Neither the Company nor any of capital stock or other equity or its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. Except as set forth above in this Section 3.01(c), there are no outstanding (1) securities of the Company or any Company of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or obligating other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company Subsidiary or any of its Subsidiaries to issue, grantany capital stock, extend voting securities, equity interests or enter securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securityoutstanding securities of any Subsidiary of the Company or to issue, optiondeliver or sell, warrantor cause to be issued, calldelivered or sold, right, commitment, agreement or undertakingany such securities of any Subsidiary of the Company.

Capital Structure. (i) The authorized capital stock of the Company Receiver consists of 50,000,000 150,000,000 shares of Receiver Common Stock Stock, par value $0.01 per share, and 1,000,000 shares of preferred stock, par value $.0001 0.01 per share (the “Receiver Preferred Stock”). As of the date of this AgreementMarch 16, 16,292,071 2008, (i) 56,926,477 shares of Receiver Common Stock were issued and outstanding, (ii) no shares of Receiver Preferred Stock were issued or outstanding, (iii) no shares of Receiver Common Stock were held in treasury by Receiver, (iv) 3,333 shares of Receiver Common Stock were reserved for issuance upon exercise of outstanding warrants, (v) 3,513,394 shares of Receiver Common Stock were reserved for issuance upon the exercise of outstanding stock option awards under Receiver Stock Plans, (vi) 1,398,933 additional shares of Receiver Common Stock were reserved and available for issuance pursuant to future awards granted under Receiver Stock Plans, (vii) 401,446 shares of unvested restricted Receiver Common Stock were issued and outstanding and no 899,269 Receiver Common Stock Units were outstanding, in each case under Receiver Stock Plans, (viii) 7,329,424 shares of Receiver Common Stock were held in treasury or by any Company Subsidiaryreserved for issuance upon conversion of Receiver’s outstanding 3.50% convertible senior debentures (the “Convertible Debentures”) and (ix) 197,300 shares of Receiver Common Stock remain available for sale under Receiver’s employee stock purchase plan. As Schedule 4.1(c)(i) of the Receiver Disclosure Letter contains a true and complete schedule as of the date of this AgreementAgreement setting forth (as applicable) the holder, 1,000,000 number, exercise or reference price, number of shares for which it is exercisable, vesting date and expiration date of Preferred Stock have been designated as Class A Preferred each outstanding option to purchase Receiver Common Stock, of which no shares were issued and outstandingother than options granted pursuant to Receiver’s employee stock purchase plan. Except as set forth above, no other shares of capital stock are issued or outstanding of Receiver are, as of the date of this Agreementhereof, issued, reserved for issuance or outstanding. All issued and outstanding shares of Receiver Common Stock are are, and all shares of Receiver Common Stock which may be issued pursuant to the exercise of an option to purchase Receiver Common Stock will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingnonassessable.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock and 1,000,000 10,000,000 shares of preferred stockPreferred Stock, par value $.0001 .01 per share (the “"Preferred Stock”"). At the close of business on January 15, 1997, (i) 12,528,845 shares of Company Common Stock were issued and outstanding, (ii) 1,071,514 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding Company Options and 130,000 shares of Company Common Stock have been reserved for issuance for satisfaction of contractual obligations of the Company to grant options to current and future employees of the Company and (iii) no shares of Company Common Stock were held by the Company in its treasury. As of the date of this Agreementhereof, 16,292,071 shares of Common Stock were issued and outstanding and there are no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other All outstanding shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Common Stock Company are duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As of January 15, 1997, there were (i) 45 Company Options outstanding under the date Company's 1995 Stock Incentive Plan (the "Employee Plan") to acquire 1,011,514 shares of this AgreementCompany Common Stock, and (ii) 4 Company Options outstanding under the Company's 1995 Non-Employee Directors' Stock Incentive Plan (the "Directors' Plan") to acquire 60,000 shares of Company Common Stock. The foregoing stock option plans of the Company are referred to herein as the "Stock Plans." Except for such Company Options, rights under the Company Rights Agreement (as defined below), and contractual obligations of the Company to grant options on a total of 130,000 shares of Company Common Stock to current and future employees of the Company, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its Subsidiaries. The Company Subsidiary or obligating Disclosure Letter (as defined below) sets forth a schedule of the exercise prices for all outstanding Company Options as of January 15, 1997. Since January 15, 1997, no shares of the Company's capital stock have been issued other than pursuant to the exercise of Company Options already in existence on such date and the Company has not granted any stock options for any capital stock or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingother voting securities of the Company.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 50,000,000 shares of Common Stock (i) 100,000,000 Company Shares and (ii) 1,000,000 shares of preferred stock, $0.001 par value $.0001 per share (the “Company Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). At the close of business on November 9, 2009, (i) 42,826,170 Company Shares were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the Xxxxxx.xxx, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, 16,292,071 shares of Common Stock were issued except for (i) this Agreement and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except (ii) as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements puts or undertakings of any kind Contracts to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver deliver, sell, redeem or sellotherwise acquire, or cause to be issued, delivered or delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other equity or voting securities or equity equivalents) of the Company or any Company Subsidiary of its Subsidiaries or obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentput or Contract. As of the date of this Agreement, agreement the Company does not have any outstanding bonds, debentures, notes or undertakingother obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 205,000,000 shares of Company Common Stock and 1,000,000 5,000,000 shares of preferred stock, par value $.0001 0.001 per share (the “Preferred Stock”)share. As of the date of this Agreementhereof, 16,292,071 (a) 41,887,260 shares of Company Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were are issued and outstanding, none of which are subject to stock repurchase rights pursuant to the Option Plans, (b) no shares of Company Common Stock are held by the Company in its treasury, (c) 8,995,583 shares of Company Common Stock are subject to outstanding Options, (d) 858,420 shares of Company Common Stock are reserved for issuance pursuant to the ESPP, (e) 13,045,592 shares of Company Common Stock are reserved for issuance pursuant to the Option Plans and (f) 200,000 shares of the Company's Series A Cumulative Participating Preferred Stock are reserved for issuance in connection with the Rights Agreement. Except as set forth above, as of the date hereof, no other shares of capital stock are issued or outstanding as other voting securities of the date of this AgreementCompany are issued, reserved for issuance or outstanding. All issued and outstanding shares of Common Stock are capital stock of the Company are, and all shares which may be issued pursuant to the Option Plans and the ESPP shall be when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As of the date of this Agreement, there There are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company or any Company Subsidiaries having the right to vote (or securities convertible into, or exchangeable for, into securities having the right to vote) on any matters on which shareholders stockholders of the Company may votevote ("Voting Debt"). Except as set forth above or as set forth in this Section 3.024.3 of the Company Disclosure Schedule, there are not outstanding no securities, options, warrants, calls, conversion rights, stock appreciation rights, redemption rights, repurchase rights, preemptive rights, subscriptions or other rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party party, or by which any of them either is bound bound, obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities or voting securities assets of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, conversion right, stock appreciation right, redemption right, repurchase right, preemptive right, subscription or other right, commitment, agreement agreement, arrangement or undertaking. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 200,000,000 shares of Company Common Stock and 1,000,000 Stock, 100,000 shares of Series A participating preferred stock, par value $.0001 0.01 per share (the “Company Series A Preferred Stock”). As of the date of this Agreement, 16,292,071 ) and 50,000 shares of Company Series B Preferred Stock. At the close of business on June 30, 2005, 61,609,494 shares of Company Common Stock were issued and outstanding, no shares of Company Series A Preferred Stock were issued and outstanding and no 50,000 shares of Company Series B Preferred Stock were held in treasury or by issued and 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 of the Company Subsidiary. As Disclosure Schedule sets forth a complete and accurate list of: (i) all Company Stock Plans, indicating for each Company Stock Plan, as of the date hereof, the number of shares of Company Common Stock issued under such Company Stock Plan, the number of shares of Company Common Stock subject to outstanding options under such Company Stock Plan and the number of shares of Company Common Stock reserved for future issuance under such Company Stock Plan; and (ii) all outstanding Company Stock Options other than those granted following the date of this AgreementAgreement in compliance with Section 5.1(h) hereof, 1,000,000 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 Company Common Stock have been designated as Class A Preferred Stocksubject to such Company Stock Option, the exercise price and the date of which no shares were issued and outstandinggrant thereof. Except as set forth above, no other and except for shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of issuable pursuant to the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Company’s 1990 Employee Stock Purchase Plan (the “Company Employee Stock OptionsPurchase Plan”) granted on or prior and as permitted to be issued pursuant to Section 5.1(h) hereof following the date of this Agreement pursuant and prior to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan Closing Date (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, a) there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities no shares of capital stock of the Company having the right to vote authorized, issued or outstanding; (or securities convertible into, or exchangeable for, securities having the right to voteb) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, no existing options, warrants, calls, preemptive rights, commitmentssubscription or other rights, agreements, arrangements or undertakings commitments of any kind character, relating to which the Company issued or any Company Subsidiary is a party or by which any unissued capital stock of them is bound the Company, obligating the Company or any Company Subsidiary to issue, deliver transfer, redeem, purchase or sell, sell or cause to be issued, delivered transferred, redeemed, purchased or sold, additional sold any shares of capital stock or other equity or voting securities of the Company or to otherwise make any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into payment in respect of any such securityshares; and (c) there are no rights, optionagreements or arrangements of any character which provide for any stock appreciation or similar right or grant any right to share in the equity, warrantincome, call, right, commitment, agreement revenue or undertakingcash flow of the Company.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 (i) 14,000,000 shares of Company Common Stock and 1,000,000 shares Stock, of preferred stockwhich, par value $.0001 per share (the “Preferred Stock”). As as of the date of this Agreement, 16,292,071 6,014,403 shares are issued and outstanding, and (ii) 1,000,000 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As Preferred Stock, par value $.01 per share, none of which, as of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were are issued and outstanding. No other capital stock of Company is authorized or issued and outstanding. All of the issued and outstanding shares of capital stock of Company and its Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and were not granted in violation of any statutory or contractual preemptive rights. The Company Disclosure Schedule shows the number of shares of Company Common Stock reserved for future issuance pursuant to stock options granted and outstanding as of the date hereof, the plans under which such options were granted and award agreements pursuant to which "non-plan" options were granted (collectively, the "STOCK PLANS"), and the Persons to whom such options were granted. Except as set forth above, no other shares of capital stock are issued or outstanding as of in the date of this Agreement. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this AgreementCompany Disclosure Schedule, there are no outstanding subscriptions, options, warrants, rights calls or other arrangements agreements or commitments obligating the pursuant to which Company or its Subsidiaries is or may become obligated to issue issue, sell, transfer or otherwise dispose of, or purchase, redeem or otherwise acquire, any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Planof, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness equity interests in, Company or other securities of the Company having the right to vote (its Subsidiaries or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the obligating Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary its Subsidiaries to issuegrant, deliver or sellextend, or cause to be issuedenter into any such subscription, delivered option , warrant, call or soldother agreement or commitment, additional shares of and there are no outstanding securities convertible into or exchangeable for any such capital stock or other equity interests. Company owns, directly or voting securities indirectly, all of the issued and outstanding shares of capital stock of every class of its Subsidiaries, free and clear of all liens, security interests, pledges, charges and other encumbrances. Except for its ownership of 100% of the capital stock of Sunrise Publications, Inc., Company has no direct or indirect equity ownership interest in any corporation, limited liability company, partnership, joint venture or other business association. Neither Company Subsidiary nor any of its Subsidiaries is a party to any voting trust, proxy or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, other voting agreement or undertakingunderstanding with respect to any shares of the capital stock of Company.

Capital Structure. The authorized capital stock of the Company Excel consists of 50,000,000 100 million shares of Excel Common Stock and 1,000,000 10 million shares of preferred stock, par value $.0001 .01 per share share, of Excel (the “"Excel Authorized Preferred Stock”"). As At the close of the date of this Agreementbusiness on August 17, 16,292,071 1999, (i) 36,946,110 shares of Excel Common Stock were issued and outstanding and outstanding; (ii) no shares of Excel Common Stock were held by Excel in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 its treasury; (iii) no shares of Excel Authorized Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other ; and (iv) 13,192,509 shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Excel Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement were reserved for issuance pursuant to the 2002 Stock Option Program for non-qualified stock options, the Excel Amended and Restated 1997 Stock Bonus Option Plan, the 2003 Excel Amended and Restated 1997 Non-Employee Director Stock Option and Stock Bonus Plan, the Excel Employee Stock Purchase Plan and the 2004 RAScom, Inc. 1996 Stock Option and Appreciation Rights Plan (each as amendedsuch plans, collectively, the “Company "Excel Stock Plans”") (of which 10,696,040 are subject to outstanding Excel Stock Options). Other There are no outstanding stock appreciation rights or rights (other than the Excel Stock Options) to receive shares of Excel Common Stock on a deferred basis granted under the Excel Stock Plans or otherwise. Section 3.01(c) of the Excel Disclosure Schedule sets forth a complete and correct list, as contemplated above in this Section 3.02of August 17, there are not now1999, of each holder of outstanding stock options or other rights to purchase or receive Excel Common Stock granted under the Excel Stock Plans (collectively, "Excel Stock Options"), the date on which such holder was originally employed by Excel, the number of shares of Excel Common Stock subject to each such Excel Stock Option, the name of the Excel Stock Plan pursuant to which such Excel Stock Options were granted and at the Effective Time there will not be, any outstanding exercise prices of such Excel Stock Options. No bonds, debentures, notes or other indebtedness or other securities of the Company Excel having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of Excel or any of its subsidiaries may vote are issued or outstanding or subject to issuance. All outstanding shares of capital stock of Excel are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and will be delivered free and clear of all Liens (other than Liens created by or imposed upon the Company may voteholders thereof) and not subject to preemptive rights. Except as set forth in this Section 3.023.01(c) (including pursuant to the conversion or exercise of the securities referred to above), and except for changes since June 30, 1999, resulting from the issuance of Excel Common Stock as expressly permitted by Section 4.01(a)(ii), (x) there are not issued, reserved for issuance or outstanding securities(A) any shares of capital stock or other voting securities of Excel or any of its subsidiaries (other than shares of capital stock or other voting securities of such subsidiaries that are directly or indirectly owned by Excel), options(B) any securities of Excel or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other ownership interests in, Excel or any of its subsidiaries, (C) any warrants, calls, rights, commitments, agreements, arrangements options or undertakings of any kind other rights to which the Company acquire from Excel or any Company Subsidiary is a party of its subsidiaries, and no obligation of Excel or by which any of them is bound obligating the Company its subsidiaries to issue, any capital stock or other voting securities of, or other ownership interests in, or any Company Subsidiary securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of, or other ownership interests in, Excel or any of its subsidiaries and (y) there are not any outstanding obligations of Excel or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares any such securities. Excel is not a party to any voting agreement with respect to the voting of any such securities. Other than the capital stock of, or other equity interests in, its subsidiaries, Excel does not directly or voting indirectly beneficially own any securities of the Company or other beneficial ownership interests in any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingother entity.

Capital Structure. The As of the date hereof, the authorized capital stock of the Company consists of 50,000,000 40,000,000 shares of Company Common Stock and 1,000,000 5,000,000 shares of preferred stock, par value $.0001 0.001 per share (the “Company Preferred Stock”). As At the close of the date of this Agreementbusiness on June 24, 16,292,071 2014: (A) 16,392,503 shares of Company Common Stock were issued and outstanding and outstanding, including no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 Restricted Shares; (B) 2,816,376 shares of Preferred Company Common Stock have been designated as Class A Preferred Stockwere reserved for issuance pursuant to the Company Stock Plans, of which 1,621,125 shares of Company Common Stock were subject to issuance upon exercise of outstanding Company Stock Options; (C) no shares of Company Preferred Stock were issued and outstanding. Except as set forth above, ; and (D) no other shares of capital stock are issued or outstanding as of the date of this Agreement. All Voting Debt was issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rightsoutstanding. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the The term “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding Voting Debt” means bonds, debentures, notes or other indebtedness or other securities of the Company obligations having the right to vote (or securities convertible into, or exchangeable for, into securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Except All outstanding shares of Company Common Stock are validly issued, fully paid and non-assessable and are not subject to preemptive rights. All outstanding shares of capital stock of the Subsidiaries of the Company are owned by the Company, or a direct or indirect wholly-owned Subsidiary of the Company, free and clear of all liens, pledges, charges, encumbrances, claims, mortgages, deeds of trust, security interests, restrictions, rights of first refusal, defects in title, or other burdens, options or encumbrances of any kind (“Encumbrances”), except as set forth in this Section 3.02on Schedule 3.1(b) of the Company Disclosure Schedule. Except for the Subsidiaries set forth on Schedule 3.1(a) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, as of the date hereof, any capital stock of, or other voting securities or equity interests in, any corporation, partnership, joint venture, association or other entity. Except for awards granted pursuant to the Company Stock Plans, there are not outstanding securitiesoutstanding: (1) no shares of capital stock, Voting Debt or other voting securities of the Company; (2) no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of capital stock, Voting Debt or other voting securities of the Company or any Subsidiary of the Company; and (3) no options, warrants, calls, subscriptions, rights (including preemptive rights), commitments, agreements, arrangements commitments or undertakings of any kind agreements to which the Company or any Subsidiary of the Company Subsidiary is a party or by which any of them it is bound in any case obligating the Company or any Subsidiary of the Company Subsidiary to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of capital stock or any Voting Debt or other equity or voting securities of the Company or of any Company Subsidiary of the Company, or obligating the Company or any Subsidiary of the Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. There are no stockholder agreements, agreement voting trusts or undertakingother agreements or understandings to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound relating to the voting of any shares of the capital stock of the Company.

Capital Structure. The As of the Execution Date, the authorized capital stock of the Company Buyer consists of (a) 400,000,000 shares of Buyer Class A Common Stock, (b) 50,000,000 shares of Buyer Class B Common Stock and (c) 1,000,000 shares of preferred stock, par value $.0001 0.001 per share (the “Buyer Preferred Stock”). As At the close of the date of this Agreementbusiness on August 11, 16,292,071 2017: (i) 103,500,000 shares of Buyer Class A Common Stock were issued and outstanding outstanding, (ii) 25,875,000 shares of Buyer Class B Common Stock were issued and outstanding, (iii) no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Buyer Preferred Stock have been designated as were issued and outstanding, and (iv) 49,633,333 warrants, each entitling the holder thereof to purchase one share of Buyer Class A Preferred Stock, Common Stock at an exercise price of which no shares $11.50 per share of Buyer Class A Common Stock (the “Buyer Warrants”) were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Buyer Class A Common Stock and Buyer Class B Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no are not subject to preemptive rights. As Except for the Buyer Class B Common Stock and the Buyer Warrants, as set forth in the Organization Documents of the date of this AgreementBuyer, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”a) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities Buyer convertible into, into or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional for shares of capital stock or other equity interest or voting securities of the Company Buyer, (b) options, warrants or other rights (including preemptive rights) or agreements, arrangement or commitments of any Company Subsidiary character, whether or obligating the Company or not contingent, of Buyer to acquire from any Company Subsidiary Person, and no obligation of Buyer to issue, grantany shares of capital stock or other equity interest or voting securities of Buyer or any securities convertible into or exchangeable for such shares of capital stock or other equity interest or voting securities, extend other than pursuant to the Forward Purchase Agreements and the rights of Contributor, the Xxxx Xxxx Contributor, Bayou City, Highbridge, Management and the Kingfisher Contributors to acquire shares of the Buyer Class C Common Stock, Buyer Series A Preferred Stock and Buyer Series B Preferred Stock pursuant to this Agreement, the Xxxx Xxxx Contribution Agreement and the Kingfisher Contribution Agreement, as applicable, (c) equity equivalents or enter into other similar rights of or with respect to Buyer, or (d) obligations of Buyer to repurchase, redeem, or otherwise acquire any such securityof the foregoing securities, optionshares of capital stock, warrantoptions, callequity equivalents, rightinterests or rights. Buyer has no direct or indirect equity interests, commitmentparticipation or voting right or other investment (whether debt, equity or otherwise) in any Person (including any Contract in the nature of a voting trust or similar agreement or undertakingunderstanding) or any other equity equivalents in or issued by any other Person other than the General Partner and the Partnership or as may be acquired pursuant to this Agreement, the Xxxx Xxxx Contribution Agreement or the Kingfisher Contribution Agreement. The Class C Common Stock to be issued to Contributor hereunder upon Closing, when delivered, shall be duly authorized and validly issued, fully paid and non-assessable, and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights), Organizational Documents, commitments or agreements to which Buyer is a party or by which it is bound. The Buyer Series B Preferred Stock to be issued to Contributor hereunder upon Closing, when delivered, shall be duly authorized and validly issued, fully paid and non-assessable, and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights), the Organizational Documents, commitments or agreements to which Buyer is a party or by which it is bound.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 546,875,000 shares of Company Common Stock and 1,000,000 shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). As of the date of this Agreement, 16,292,071 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no 268,818,700 shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of July 21, 2005. Pursuant to the date Company’s Rights Agreement, dated as of this December 29, 1997, as amended as of May 12, 2000 (the “Rights Agreement”), each share of Company Common Stock has attached thereto a right (each a “Right” and collectively, the “Rights”) to purchase a fraction of a share of Company Common Stock (1.1719 shares of Company Common Stock at a price of $9.60 per 1.1719 shares), subject to adjustment. All of the issued and outstanding shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable nonassessable and have no preemptive rights. As is owned by the Company or a direct or indirect wholly owned Subsidiary of the date Company free and clear of this any lien, pledge, security interest, claim or other encumbrance. Except as set forth on Section 5.1(b) of the Company Disclosure Schedules and other than pursuant to (i) the Rights Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating (ii) the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Company’s 1985 Stock Option and Stock Bonus Plan, the 2003 Company’s 1994 Stock Option and Stock Bonus Plan, the Company’s 1997 Employee Stock Option Plan, the Company’s 1999 Employee Stock Purchase Plan and the Company’s 2004 Stock Option and Appreciation Rights Incentive Compensation Plan (each as amended, collectively, the “Company Stock Option Plans”). Other than as contemplated above in this Section 3.02, (iii) the Convertible Notes and (iv) the FGIT Warrant, there are not nowno preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or to sell any shares of capital stock or other securities of the Company or any of its 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 Company or any of its Significant Subsidiaries, and at no securities or obligations evidencing such rights are authorized, issued or outstanding. Section 5.1(b) of the Effective Time there will Company Disclosure Schedules sets forth a complete and correct list, as of the date hereof and for each option grant, of the number of shares of Company Common Stock subject to options or other rights to purchase or receive Company Common Stock granted under the Company Plans or otherwise, together with the dates of grant and the exercise prices thereof. Except as set forth in Section 5.1(b) of the Company Disclosure Schedules and except for the Convertible Notes, the Company does not be, have outstanding any outstanding bonds, debentures, notes or other indebtedness or other securities obligations the holders of the Company having which have the right to vote (or securities convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which shareholders with the stockholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of on any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingmatter (“Voting Debt”).

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 400,000,000 shares of Company Common Stock and 1,000,000 50,000,000 shares of preferred stock, par value $.0001 0.01 per share (the “Company Preferred Stock”). As of the date of this Agreement, 16,292,071 Agreement (i) 31,840,651 shares of Company Common Stock were issued and outstanding and (including the restricted shares of Company Common Stock set forth in Section 3.3(a) of the Company Disclosure Letter (the “Company Restricted Shares”)), (ii) no shares were held in treasury or by any of Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding, (iii) 687,934 shares of Company Common Stock were reserved for issuance pursuant to the settlement of outstanding restricted stock unit awards granted pursuant to the Company Equity Incentive Plan (the “Company RSUs”), and (iv) 2,134,091 additional shares of Company Common Stock were reserved for issuance pursuant to the terms of the Company Equity Incentive Plan (together with the shares described in (i), (ii) and (iii) the “Signing Capitalization”). Except as set forth above, no other The total number of Company shares of capital stock are issued and outstanding and/or reserved for issuance, calculated immediately prior to the Merger Effective Time, will not exceed the Signing Capitalization, other than any excess which is the result of any action or outstanding as of inaction by the date of Company Parties that is consented to by Parent in accordance with this Agreement. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable assessable, and have no class of capital stock is entitled to preemptive rights. As of the date of this Agreement, there There are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities Indebtedness of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which shareholders holders of shares of Company Common Stock may vote. Section 3.3(a) of the Company may vote. Except Disclosure Letter sets forth a true, complete and correct list, as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the date of this Agreement, of the outstanding Company or any Restricted Shares and Company Subsidiary or obligating RSUs, including the name of the Person to whom such Company or any Restricted Shares and Company Subsidiary to issue, grant, extend or enter into any RSUs have been granted and the date on which such security, option, warrant, call, right, commitment, agreement or undertakingCompany Restricted Shares and Company RSUs were granted.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 400,000,000 Shares and 30,000,000 shares of Class B Common Stock and 1,000,000 shares of preferred stockStock, par $0.50 per value $.0001 per share (the “Preferred StockClass B Shares”). As of the date close of this Agreementbusiness on August 12, 16,292,071 shares of Common Stock 2016, 19,681,478 Shares were issued and outstanding and zero Class B Shares were outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. Other than 1,206,048 Shares reserved for issuance under the G&K Services, Inc. Amended and Restated 1996 Directors’ Stock Incentive Plan, the G&K Services, Inc. 1998 Stock Option and Compensation Plan, as amended, and the G&K Services, Inc. Restated Equity Incentive Plan (2013) (the “Stock Plans”), the Company has no shares were held in treasury or by any Shares reserved for issuance. There are no outstanding awards under the G&K Services, Inc. Amended and Restated 1996 Directors’ Stock Incentive Plan. After October 1, 2016, there will be no awards outstanding under the G&K Services, Inc. 1998 Stock Option and Compensation Plan. Section 4.2(a) of the Company Subsidiary. As Disclosure Letter contains a correct and complete list of awards currently outstanding under the Stock Plans, including the date of this Agreementgrant, 1,000,000 shares number of Preferred Stock have been designated as Class A Preferred StockShares and, where applicable, the exercise price. Each of which no shares were issued and outstanding. Except as set forth above, no other the outstanding shares of capital stock are issued or outstanding as other securities of each of the date of this Agreement. All issued and outstanding shares of Common Stock are Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable nonassessable and have no preemptive rights. As owned by the Company or by a direct or indirect wholly owned Subsidiary of the date Company, free and clear of this Agreementall Liens. Except as set forth above or in Section 4.2(a) of the Company Disclosure Letter, there are no preemptive or other outstanding subscriptionsrights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights or other arrangements or commitments obligating of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of its capital stock or other than stock options securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to acquire up to 231,500 shares subscribe for or acquire, any securities of Common Stock (the “Company Stock Options”) granted on or prior to the date any of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Planits Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, terms of the “Company Stock Plans”), such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all Liens. Other than as contemplated above in this Section 3.02, there are The Company does not now, and at the Effective Time there will not be, have outstanding any outstanding bonds, debentures, notes or other indebtedness or other securities obligations the holders of the Company having which have the right to vote (or securities convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which with the shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of on any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingmatter.

Capital Structure. The authorized capital stock of the Company Parent consists of 50,000,000 of: (a) 1,000,000,000 shares of Parent Common Stock Stock, $0.01 par value (“Parent Common Stock”), and 1,000,000 (b) 20,000,000 shares of undesignated preferred stock, $0.01 par value $.0001 per share value. At the close of business on April 28, 2006: (the “Preferred Stock”). As of the date of this Agreement, 16,292,071 i) 188,940,988 shares of Parent Common Stock were issued and outstanding and (excluding shares of Parent Common Stock held by Parent in its treasury), (ii) no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Parent Common Stock have been designated as Class A Preferred Stock, of which no shares were issued and held by the Parent in its treasury, (iii) an aggregate of 27,593,914 shares of Parent Common Stock were subject to outstanding options to purchase such stock under all equity incentive plans and like plans of Parent (collectively, the “Parent Stock Option Plans”) (equity or other equity-based awards, whether payable in cash, shares or otherwise granted under or pursuant to the Parent Stock Option Plans are referred to in this Agreement as “Parent Stock Options”), (iv) an aggregate of 49,913,953 shares of Parent Common Stock were reserved for future issuance pursuant to the Parent Stock Option Plans, and (v) no shares of Parent Preferred Stock were issued or outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no are not subject to preemptive rights. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plancreated by statute, the 2003 Stock Option Parent Charter and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible intorelated documents, or exchangeable for, securities having the right any agreement to vote) on any matters on which shareholders of the Company may voteParent is a party or by which it is bound. Except as set forth above, as of April 28, 2006, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding, and since April 28, 2006, no shares of capital stock or other voting securities of Parent were issued by Parent except for shares of Parent Common Stock issued upon the exercise of Parent Stock Options outstanding as of April 26, 2006. There are no outstanding stock appreciation rights linked to the price of Parent Common Stock and granted under any Parent Stock Option Plans or otherwise. All outstanding shares of Parent 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 nonassessable and not subject to or issued in this Section 3.02violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware (“DGCL”), Parent Charter, Parent Bylaws or any Contract to which Parent is a party or otherwise bound. Except as set forth above and except for the special purchase rights (the “Parent Rights”) associated with Parent Common Stock pursuant to the Amended and Restated Preferred Shares Rights Agreement dated as of August 6, 1999 between Parent and Computershare, Inc. (as successor to Xxxxxx Trust and Savings Bank) as Rights Agent, as amended from time to time, there are not outstanding securities, any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company Parent or any Company Parent Subsidiary is a party or by which any of them is bound (i) obligating the Company Parent or any Company Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company interest in, or any Company Subsidiary security convertible or obligating the Company exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or any Company Parent Subsidiary, (ii) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreement Contract, arrangement or undertaking, or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Parent Common Stock. As of the date of this Agreement, there are not any outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any Parent Subsidiary.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 shares 200 Million Shares. At the close of Common Stock and 1,000,000 shares of preferred stock, par value $.0001 per share business on the last business day immediately preceding the date hereof (the “Preferred Stock”"Representation Date"). As of the date of this Agreement, 16,292,071 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares (i) 77,137,118 Shares were issued and outstanding, (ii) 8,030,820 Shares were held by the Company in its treasury, and (iii) 11,967,960 Shares were reserved for issuance pursuant to the Company Stock Plans. Except as set forth above, at the close of business on the Representation Date, no other shares of capital stock are issued or other voting securities of the Company were issued, reserved for issuance or outstanding. At the close of business on the Representation Date, there were no outstanding stock options, stock appreciation rights or rights (other than employee stock option or other rights ("Company Stock Options") to purchase or receive Company Common Stock granted under the Company Stock Plans) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 3.01(c) of the Company Disclosure Schedule sets forth a complete and correct list, as of the date Representation Date, of this Agreementthe number of shares of Company Common Stock subject to Company Stock Options. All issued and outstanding shares of Common Stock are capital stock 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 have no are not subject to preemptive rights. As of the date close of this Agreementbusiness on the Representation Date, there are were no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or notes, other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02above, as of the close of business on the Representation Date, there are not were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any Company Subsidiary of its Subsidiaries or obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement agreement, arrangement or undertaking. Except for agreements entered into with respect to the Company Stock Plans and except as set forth on Section 3.01(c) of the Company Disclosure Schedule, as of the close of business on the Representation Date, there were no outstanding contractual obligations of the Company or any of its Subsidiaries to issue, repurchase, redeem, exchange or otherwise acquire, or to register (under the federal or any state securities laws) for resale, any shares of capital stock of the Company or any of its Subsidiaries. As of the close of business on the Representation Date, there were no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 180,000,000 shares of Class A Common Stock, 55,000,000 shares of Class B Common Stock and 1,000,000 5,000,000 shares of preferred stock, par value $.0001 0.20 per share (the “Preferred Stock”). As of the date close of this Agreementbusiness on March 31, 16,292,071 2011, (i) 45,683,260 shares of Class A Common Stock were issued and outstanding, (ii) 11,752,469 shares of Class B Common Stock were issued and outstanding, (iii) no shares of Preferred Stock were outstanding and (iv) 3,340,714 shares of Common Stock were issued held by the Company in its treasury. As of the close of business on March 31, 2011, (i) 5,761,318 shares of Class A Common Stock were subject to outstanding Company Options, (ii) 825,631 shares of Class A Common Stock were subject to Company Restricted Stock Awards, and outstanding (iii) other than 11,200,000 shares of Class A Common Stock reserved for issuance pursuant to the Company Option Plans and 150,284 shares of Class A Common Stock reserved for issuance pursuant to the ESPP, the Company has no shares were held in treasury or by of Class A Common Stock reserved for issuance under any equity compensation plan. Section 3.2(a) of the Company Subsidiary. As Disclosure Schedule sets forth as of the date of this Agreement, 1,000,000 shares (i) a list of Preferred Stock have been designated as Class A Preferred Stockall holders of Company Options, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of including the date of this Agreementgrant of such Company Options, the number of Shares of Class A Common Stock subject to such Company Options and the price per share at which such Company Options may be exercised, and (ii) a list of all holders of Company Restricted Stock Awards, including the date of grant and the number of Shares subject to such Company Restricted Stock Awards. All issued and of the outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable and are not subject to any preemptive rights. All shares of Class A Common Stock issuable upon exercise of Company Options and the Company Restricted Stock Awards have been duly reserved for issuance by the Company, and upon issuance of such shares of Class A Common Stock in accordance with the terms of the Company Option Plans, will be duly authorized, validly issued, issued and fully paid and non-assessable nonassessable and have no preemptive rights. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, be subject to any outstanding bonds, debentures, notes preemptive or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, similar rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertaking.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 700,000,000 shares of Company Common Stock and 1,000,000 200,000,000 shares of preferred stock, par value $.0001 0.001 per share (the “Company Preferred Stock”). As of the date close of this Agreementbusiness on June 12, 16,292,071 2015, (i) 58,611,848 shares of Company Common Stock were issued and outstanding and outstanding, (ii) no shares were held in treasury or by any of Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other (iii) 234,076 Company Restricted Shares were subject to outstanding awards granted pursuant to the Company Stock Plan, and (iv) 5,612,109 shares of capital stock are issued or outstanding as of Company Common Stock were available for grant under the date of this AgreementCompany Stock Plan. All issued and outstanding shares of Common Stock the capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable assessable, and have no class of capital stock of the Company is entitled to preemptive rights. As of the date of this Agreement, there There are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities Indebtedness of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which shareholders holders of shares of Company Common Stock may vote. Section 4.3(a) of the Company may voteDisclosure Letter sets forth, for each holder of Company Restricted Shares outstanding as of the date of this Agreement, (A) the name of the holder of Company Restricted Shares, (B) the number of outstanding Company Restricted Shares, (C) the date of grant of such Company Restricted Shares, and (D) the vesting schedule for such Company Restricted Shares. Except as set forth in this Section 3.02, there There are not outstanding securitiesno other rights, options, warrants, calls, stock or unit appreciation rights, commitmentsphantom stock or units, agreementsrestricted stock units, arrangements dividend equivalents or undertakings of any kind similar rights with respect to which the Company Common Stock or any Company Subsidiary is a party or by which any of them is bound obligating Merger Partnership Units granted under the Company Benefit Plans or any otherwise other than the Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities Restricted Shares disclosed in Section 4.3(a) of the Company or any Disclosure Letter. Each grant of Company Subsidiary or obligating Restricted Shares was duly authorized no later than the date on which the grant of such Company Restricted Shares was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the Company Board, or a committee thereof, and any required stockholder approval by the necessary number of votes or written consents, and each Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingRestricted Share grant was made in accordance in all material respects with the terms of the Company Stock Plan and applicable Law.

Capital Structure. (a) The authorized capital stock of the Company ARPI consists of 50,000,000 500,000,000 shares of ARPI Common Stock and 1,000,000 100,000,000 shares of preferred stock, $0.01 par value $.0001 per share share. At the close of business on the date hereof, (the i) 32,206,102 shares of ARPI Common Stock were issued and outstanding, (ii) no shares of preferred stock of ARPI (“ARPI Preferred Stock”)) were issued and outstanding, (iii) 372,898 shares of ARPI Common Stock were available for grant under the ARPI Equity Incentive Plan, (iv) 175,000 shares of ARPI Common Stock were reserved for issuance upon redemption of outstanding ARP OP Units, and (v) 6,612,995 shares of ARPI Common Stock were reserved for issuance upon exchange of outstanding Exchangeable Notes. As Section 4.3(a)(i) of the ARPI Disclosure Letter sets forth the “Exchange Rate” pursuant to the Notes Indenture, after giving effect to any adjustments, as in effect on the date hereof. Section 4.3(a)(ii) of the ARPI Disclosure Letter sets forth the complete and correct list, as of the date of this Agreement, 16,292,071 of the total number of outstanding ARPI LTIP Units and ARPI Restricted Stock Awards, the number of shares of ARPI Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As into which such ARPI LTIP Units are convertible, the name of the date of this Agreementholder, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued the vesting status and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of criteria and the date of this Agreementgrant date. All issued and outstanding shares of Common Stock capital stock of ARPI are duly authorized, validly issued, fully paid and non-assessable assessable, and have no class of capital stock is entitled to preemptive rights. As of the date of this Agreement, there There are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities Indebtedness of the Company ARPI having the right to vote (or securities convertible into, or currently exchangeable for, securities having the right to vote) on any matters matter on which shareholders holders of the Company shares of ARPI Common Stock may vote. Except as set forth in this Section 3.02, there There are not no options to purchase ARPI Common Stock outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements under the ARPI Equity Incentive Plan or undertakings of any kind otherwise. There are no other rights to which the Company purchase or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional receive shares of capital stock ARPI Common Stock granted under the ARPI Equity Incentive Plan or otherwise, other equity than upon redemption of ARP OP Units outstanding or voting securities issued to holders of ARPI LTIP Units under the Company ARP OP Agreement. There has been no “Adjustment Event” or any Company Subsidiary or obligating changes to the Company or any Company Subsidiary to issue“Conversion Factor” under the ARP OP Agreement since May 11, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertaking2012.

Capital Structure. (i) The authorized capital stock of the Company Conexant consists of 50,000,000 1,000,000,000 shares of Common Stock Stock, par value $1.00 per share (the "Conexant Common Stock"), and 1,000,000 25,000,000 shares of preferred stock, without par value $.0001 per share (the “"Conexant Preferred Stock”"), 1,500,000 shares of which are designated as "Series A Junior Participating Preferred Stock" and one share of which is designated as "Series B Voting Preferred Stock". As of November 30, 2001, (A) 254,423,819 shares of Conexant Common Stock and (B) one share of Conexant Preferred Stock designated as "Series B Voting Preferred Stock" were issued and outstanding and no other shares of capital stock of Conexant were issued and outstanding. As of November 30, 2001, 84,082,811 shares of Conexant Common Stock were reserved for issuance upon exercise of options outstanding under Conexant Stock Plans. As of November 30, 2001, no shares of Conexant Common Stock were held as treasury shares. Since November 30, 2001 to the date of this Agreement, 16,292,071 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are of Conexant or any other securities of Conexant have been issued other than shares of Conexant Common Stock (and accompanying Conexant Rights (as defined below)) issued pursuant to (w) the Conexant Systems, Inc. Retirement Savings Plan and the Conexant Systems, Inc. Hourly Employees Savings Plan, (x) options or rights outstanding as of November 30, 2001 under Conexant Stock Plans and (y) the date exchange or retraction of this Agreement. Exchangeable Shares of Philsar Semiconductor Inc. All issued and outstanding shares of Common Stock capital stock of Conexant are duly authorized, validly issued, fully paid and non-assessable nonassessable, and have no class of capital stock of Conexant is entitled to preemptive rights. As There are outstanding as of the date of this Agreement, there are hereof no outstanding subscriptions, options, warrants, rights warrants or other arrangements or commitments obligating the Company rights to issue any shares of its acquire capital stock from Conexant other than stock options (w) rights (the "Conexant Rights") distributed to acquire up to 231,500 shares the holders of Conexant Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Rights Agreement dated as of November 30, 1998, as amended as of December 9, 1999, between Conexant and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Conexant Rights Agreement"), (x) options and other rights to acquire Conexant Common Stock Option from Conexant ("Conexant Stock Options") representing in the aggregate the right to purchase 51,394,095 shares of Conexant Common Stock under the Conexant Stock Plans, (y) $94,849,000 aggregate principal amount of Conexant's 4 1/4% Convertible Subordinated Notes due 2006 and $615,000,000 aggregate principal amount of Conexant's 4% Convertible Subordinated Notes due 2007 which are, on the date hereof, convertible into Conexant Common Stock Bonus Planat exercise prices of $23.098 and $108, the 2003 Stock Option and Stock Bonus Planrespectively, and the 2004 Stock Option and Appreciation Rights Plan per share (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there "Conexant Convertible Notes") and (z) Exchangeable Shares of Philsar Semiconductor Inc. which are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible exchangeable into, or exchangeable subject to retraction in exchange for, securities having the right to votean aggregate of 357,640 shares of Conexant Common Stock. Section 5.2(b) on any matters on which shareholders of the Company may vote. Except Conexant Disclosure Schedule sets forth a complete and correct list as set forth in this Section 3.02, there are not of a recent date of all outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Conexant Stock Options and the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingexercise prices thereof.

Capital Structure. The authorized capital stock Except as set forth in Section 3.2 of the Company consists UTI Disclosure Schedule, all of 50,000,000 the outstanding equity securities of each Subsidiary of UTI is owned by UTI, directly or indirectly, free and clear of any Liens, including any restriction on the right to vote, sell or otherwise dispose of such equity securities. At the close of business on February 2, 2001, (i) 37,569,461 shares of UTI Common Stock were validly issued and 1,000,000 outstanding fully paid and non-assessable and free of preemptive rights, (ii) a total of 4,287,426 shares of preferred stockUTI Common Stock were reserved for issuance upon exercise of then outstanding UTI Stock Options (as defined in Section 5.7) and UTI Warrants (as defined in Section 5.8), par value $.0001 per share (the “Preferred Stock”). As iii) a total of the date of this Agreement, 16,292,071 1,182,434 additional shares of UTI Common Stock were reserved for issuance under the UTI Stock Plans (as defined in Section 5.7), (iv) 1,206,548 shares of UTI Common Stock were held by UTI in its treasury, and (v) no shares of UTI Preferred Stock were issued and outstanding and 50,000 were reserved for issuance. There are no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital outstanding stock are issued or outstanding as of the date of this Agreementappreciation rights ("SARs"). All issued and outstanding shares equity securities of Common Stock UTI are duly authorized, validly issued, fully paid and non-assessable and have no not subject to preemptive rights. As Except for UTI Stock Options and UTI Warrants outstanding as of the date of this AgreementAgreement and the additional shares of UTI Common Stock reserved for issuance under the UTI Stock Plans, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company UTI or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound obligating the Company UTI or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock equity securities or other equity or voting securities of UTI or its Subsidiaries. True and correct copies of all agreements, instruments and other governing documents relating to the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary UTI Stock Options, UTI Stock Warrants and UTI Stock Plans have been furnished to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingPEC.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 150,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stockStock, par value $.0001 .01 per share (the “Preferred Stock”)share. As of the date of this AgreementMay 15, 16,292,071 2002: (i) 22,932,876 shares of Company Common Stock were issued and outstanding and (ii) no shares of Company Common Stock were held by the Company in its treasury or by any the Company Subsidiary. As At the close of the date of this Agreementbusiness on May 15, 1,000,000 2002: 8,900,000 shares of Preferred Company Common Stock have been designated as Class A Preferred Stockwere reserved for issuance in the aggregate pursuant to the Official Payments Corporation 1999 Stock Incentive Plan and the Official Payments Corporation 2000 Stock Incentive Plan (collectively, the "Company Stock Option Plans"), of which no 5,765,172 shares were subject to outstanding Company Stock Options. Section 3.01(c) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of May 15, 2002, of each outstanding option to purchase shares of Company Common Stock issued under any Company Stock Option Plan (collectively, the "Company Stock Options"), including the holder, date of grant, exercise price and outstandingnumber of shares of Company Common Stock subject thereto and whether the option is vested and exercisable. Except as set forth above, no other All outstanding shares of capital stock are issued or outstanding as of the date of this Agreement. All Company are, and all shares which may be issued and outstanding shares of Common Stock are will be, when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.023.01(c), except for changes since May 15, 2002 resulting from the issuance of shares of Company Common Stock or Company Stock Options pursuant to the Company Stock Option Plans as permitted by Section 4.01(b), (x) there are not issued, reserved for issuance or outstanding securities(A) any shares of capital stock or other voting securities of the Company, options, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company and (C) any warrants, calls, rightsor options to acquire from the Company, commitments, agreements, arrangements or undertakings obligation of any kind to which the Company to issue, any capital stock, voting securities or any Company Subsidiary is a party securities convertible into or by which any exchangeable or exercisable for capital stock or voting securities of them is bound obligating the Company, and (y) there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Company Subsidiary such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares any such securities. The Company is not a party to any voting agreement with respect to the voting of capital stock any such securities. Other than the Company Subsidiary, the Company does not directly or indirectly beneficially own any securities or other equity or voting securities of the Company or beneficial ownership interests in any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingother entity.

Capital Structure. The authorized capital stock of the Company Purchaser consists of 50,000,000 200,000,000 shares of Common Purchaser Stock and 1,000,000 10,000,000 shares of preferred stockPreferred Stock, par value $.0001 .01 per share (the “"Purchaser Preferred Stock”"). As At the close of the date of this Agreementbusiness on December 31, 16,292,071 1996, (i) 68,290,984 shares of Common Purchaser Stock were issued and outstanding and outstanding, (ii) no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Purchaser Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding, (iii) 8,813,520 shares of Purchaser Stock were reserved for issuance upon the exercise of stock options of the Purchaser, and (iv) no shares of Purchaser Stock were held by the Purchaser in its treasury. Except as set forth above, no other All outstanding shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Common Stock Purchaser are duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As of the date of this AgreementDecember 31, 1996, there are were options ("Purchaser Stock Options") outstanding, in the aggregate, under the Purchaser's Amended and Restated 1995 Employee Stock Option Plan, Amended and Restated 1996 Employee Stock Option Plan, and 1995 Stock Option Plan for Non-Employee Directors (collectively, the "Purchaser Option Plans") to acquire 5,811,868 shares of Common Stock. Except for such Purchaser Stock Options, as of December 31, 1996, there were no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Purchaser or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound obligating the Company Purchaser or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company Purchaser or of any Company Subsidiary of its Subsidiaries. Since December 31, 1996, no shares of Purchaser's capital stock have been issued other than pursuant to the exercise of Purchaser Stock Options already in existence on such date, and the Purchaser has not granted any stock options on any capital stock or obligating other voting securities of the Company Purchaser, except as may be consistent with past practice or any Company Subsidiary to issueas otherwise may be contemplated by this Agreement, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingin each case in a manner as would not preclude the Merger from being accounted for as a "pooling of interests." All of the shares of capital stock of NEWCO are owned by the Purchaser.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 40,000,000 shares of common stock, par value $.001 per share (the "Company Common Stock Stock"), and 1,000,000 2,000,000 shares of preferred stock, par value $.0001 .001 per share (the “"Company Preferred Stock”" and, together with the Company Common Stock, the "Company Capital Stock"). As At the close of business on April 21, 2003, (i) 20,528,899 shares of Company Common Stock and no shares of Company Preferred Stock were issued and outstanding, (ii) 1,749,141 shares of Company Common Stock were subject to outstanding Company Employee Stock Options and 4,693,642 additional shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans and (iii) 120,501 shares of Company Common Stock were reserved for issuance pursuant to the Company's 2000 Employee Stock Purchase Plan (the "Company ESPP"). Except as set forth above, as of the date of this Agreement, 16,292,071 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as other voting securities of the date of this AgreementCompany were issued, reserved for issuance or outstanding. All issued and outstanding shares of Company Common Stock are 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 have no not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. As right, subscription right or any similar right under any provision of the date of this AgreementDGCL, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus PlanCharter, the 2003 Stock Option and Stock Bonus Plan, and Company By-laws or any Contract (as defined in Section 3.05) to which the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”)is a party or otherwise bound. Other than as contemplated above in this Section 3.02, there There are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the Company Capital Stock may vote. Except as set forth in above, as of the date of this Section 3.02Agreement, there are not outstanding securities, any options, warrants, callsrights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary or (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreement Contract, arrangement or undertaking. As of the date of this Agreement, there are not any outstanding 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.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 300,000,000 shares of Company Common Stock and 1,000,000 50,000,000 shares of preferred stock, $0.01 par value $.0001 per share (the “Company Preferred Stock”). As At the close of the date of this Agreementbusiness on December 14, 16,292,071 2012, (i) 177,807,713 shares of Company Common Stock were issued and outstanding and outstanding, including 17,400 shares of Company Restricted Stock, (ii) no shares were held in treasury or by any of Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other (iii) 8,000,000 shares of capital stock are issued or Company Common Stock were reserved for issuance pursuant to the terms of outstanding as awards granted pursuant to the Company Stock Plans, and (iv) 7,982,000 shares of Company Common Stock were available for grant under the date of this AgreementCompany Stock Plans. All issued and outstanding shares of Common Stock the capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable assessable, and have no class of capital stock of the Company is entitled to preemptive rights. As of the date of this Agreement, there There are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which shareholders holders of shares of Company Common Stock may vote. As of the date of this Agreement, there are no Company Options outstanding. Section 4.3(a) of the Company may voteDisclosure Letter, sets forth for each holder of Company Restricted Stock outstanding as of the date of this Agreement (A) the name with respect to the holder of Company Restricted Stock, (B) the number of shares of outstanding Company Restricted Stock, (C) the date of grant of such Company Restricted Stock, and (D) the vesting schedule for such Company Restricted Stock. Except as set forth in this Section 3.02, there There are not outstanding securitiesno other rights, options, warrants, calls, stock or unit appreciation rights, commitmentsphantom stock or units, agreementsrestricted stock units, arrangements dividend equivalents or undertakings of any kind similar rights with respect to which the Company Common Stock or any Company Subsidiary is a party or by which any of them is bound obligating Partnership Units other than the Company or any Options, Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities Restricted Stock and Company Partnership Units disclosed on Section 4.3(a) of the Company Disclosure Letter. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the Company’s board of directors (the “Company Board”), or a committee thereof, and any required stockholder approval by the necessary number of votes or written consents, and each Company Subsidiary or obligating Option and Company Restricted Stock grant was made in accordance in all material respects with the terms of the applicable Company Stock Plan and applicable Law. The per share exercise price of each Company Option was not less than the fair market value of a share of Company Common Stock on the applicable grant date. Immediately prior to the Closing, the Company or 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 Closing Date; provided, however, delivery of such updated schedule shall not cure any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingbreach of this Section 4.3 for purposes of determining whether the applicable closing condition has been satisfied.

Capital Structure. (a) The authorized capital stock of the Company consists of 350,000,000 shares of capital stock, which have been classified as 300,000,000 shares of Company Common Stock and 50,000,000 shares of Common Stock and 1,000,000 Company Preferred Stock. At the close of business on May 20, 2023 (i) 134,224,313 shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). As of the date of this Agreement, 16,292,071 shares of Company Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreementoutstanding, 1,000,000 (ii) 7,933,711 shares of Company Series A Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other (iii) 4,595,175 shares of capital stock are Company Series C Preferred Stock were issued or and outstanding, (iv) 508,677 shares of Company Common Stock were reserved for issuance pursuant to awards outstanding under the Company 2018 Plan, (v) 8,528,885 shares of Company Common Stock were reserved for issuance upon a conversion of awards of LTIP Units pursuant to the Company 2021 OP Plan and (vi) 172,921 shares of Company Common Stock reserved for issuance upon conversion of Company Partnership Units. One hundred twenty thousand (120,000) shares of Company Preferred Stock is designated as Series B Preferred Stock, none of which is outstanding, and reserved for issuance in accordance with the date of this Agreementstockholder rights plan adopted pursuant to the Company Rights Agreement (the “Company Rights Plan”). All issued and outstanding shares of the capital stock of the Company are and all shares of Company Common Stock are reserved for issuance as noted above, shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable assessable, and have no free of preemptive rights. As Except as set forth on Section 4.3(a) of the date of this AgreementCompany Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company or any Company Subsidiary having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which shareholders holders of the shares of Company Common Stock or other equity holders of such Company Subsidiary may vote. Except as set forth in this Section 3.02, there There are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements no other rights to purchase or undertakings of any kind to which receive the Company or any Company Subsidiary is a party or by which any of them is bound obligating Common Stock granted under the Company Equity Plans, the company benefit plans or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or otherwise other equity or voting securities of than the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingRestricted Stock.

Capital Structure. The authorized capital stock of the Company Purchaser consists of 50,000,000 100,000,000 shares of Purchaser Common Stock Shares and 1,000,000 15,000,000 shares of preferred stockPurchaser Preferred Shares. On the date hereof 48,856,742 shares of Purchaser Common Shares are issued and outstanding, par value $.0001 per share 3,030,303 shares of Purchaser Preferred Shares are issued and outstanding, 51,143,258 shares of Purchaser Common Shares are authorized but not issued, no shares of Purchaser Common Shares are reserved for issuance under the Purchaser's employee benefit or incentive plans pursuant to awards granted by the Purchaser (the “"PURCHASER EMPLOYEE STOCK PLANS"), 1,757,500 shares of Purchaser Common Shares are issuable upon the exercise of outstanding options (the "PURCHASER OPTIONS") to purchase Purchaser Common Shares, no shares of Purchaser Preferred Stock”)Shares are issuable upon the exercise of outstanding options, no Purchaser Common Shares are reserved for issuance for the Purchaser's Dividend Reinvestment Share Purchase Plan, and no Purchaser Common Shares are reserved for issuance pursuant to the Purchaser's Employee Share Purchase Plan. As of On the date of this Agreement, 16,292,071 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except except as set forth aboveabove in this SECTION 4.03, no other shares of capital stock are issued or outstanding as other voting securities of the date Purchaser were issued, reserved for issuance or outstanding. The Purchaser has no outstanding stock appreciation rights relating to the shares of this Agreementthe Purchaser. All issued and outstanding shares of Common Stock common stock and preferred stock of the Purchaser are duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As of the date of this AgreementExcept as set forth on SCHEDULE 4.03, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company Purchaser having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company Purchaser may vote. Except as set forth in this Section 3.02SECTION 4.03, or as set forth in SCHEDULE 4.03, as of the date of this Agreement there are not no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Purchaser or any Company Purchaser Subsidiary is a party or by which any of them such entity is bound bound, obligating the Company Purchaser or any Company Purchaser Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock stock, voting securities or securities convertible into voting securities or other equity or voting securities ownership interests of the Company Purchaser or any Company Purchaser Subsidiary or obligating the Company Purchaser or any Company Purchaser Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement agreement, arrangement or undertakingundertaking (other than to the Purchaser or a Purchaser Subsidiary). Except as set forth on SCHEDULE 4.03, there are no outstanding contractual obligations of the Purchaser or any Purchaser Subsidiary to repurchase, redeem or otherwise acquire any beneficial shares of interest of the Purchaser or any capital stock, voting securities or other ownership interests in any Purchaser Subsidiary or make any material investment (in the form of a loan, capital contribution or otherwise) in any Person (other than a Purchaser Subsidiary).

Capital Structure. The (a) As of the date hereof, the authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock and 1,000,000 25,000,000 shares of preferred stock, par value $.0001 0.01 per share (the “"Company Preferred Stock”"), of which 5,944,669 shares have been designated as Company Series A Preferred Stock and 3,125,000 of which have been designated Company Series B Preferred Stock. On the date hereof, (i) 7,546,932 shares of Company Common Stock are issued and outstanding; (ii) 5,944,669 shares of Company Series A Preferred Stock are issued and outstanding; (iii) 531,550 shares of Company Series B Preferred Stock are issued and outstanding; (iv) 2,234,969 shares of Company Common Stock are reserved for issuance pursuant to options to purchase shares of Company Common Stock ("Company Stock Options") issued and outstanding pursuant to the Plan; and (v) 2,534,324 shares of Company Common Stock are reserved for issuance upon exercise of the Warrants. All of the issued and outstanding shares of Company Common Stock and Company Preferred Stock were validly issued, fully paid and nonassessable and free of preemptive rights, and all of the Company Common Stock and Company Series A Preferred Stock issuable upon exercise of the Warrants will be validly issued, fully paid and nonassessible and free of preemptive rights upon such exercise. Except as set forth in Section 3.2 of the disclosure letter dated the date hereof and delivered on the date hereof by the Company to Parent, which letter relates to this Agreement and is designated the Company Disclosure Letter (the "Company Disclosure Letter"), the Plan is the only benefit plan, programs, policies, arrangements or agreements of the Company or its Subsidiaries under which any securities of the Company are issuable. As of the date of this Agreement, 16,292,071 except as set forth above and except for the issuance of shares of Company Common Stock were issued and outstanding and upon the exercise of Company Stock Options, no shares of capital stock or other voting securities of the Company were held in treasury issued, reserved for issuance or by any Company Subsidiaryoutstanding. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except except (i) as set forth above, no other shares of capital stock are issued or outstanding above and (ii) as set forth in Section 3.2 of the date of this Agreement. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this AgreementCompany Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements puts or undertakings of any kind agreements to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver deliver, sell, purchase or sellredeem, or cause to be issued, delivered or delivered, sold, purchased or redeemed, any additional shares of capital stock (or other equity or voting securities or equity equivalents) of the Company or any Company Subsidiary of its Subsidiaries or obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentput or agreement. True, agreement or undertakingcomplete and correct copies of the Company Charter and the Bylaws of the Company, as amended (the "Company Bylaws"), have been delivered to Parent.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 100,000,000 shares of Company Common Stock and 1,000,000 5,000,000 shares of preferred stock, par value $.0001 0.01 per share (the “Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). As At the close of the date of this Agreementbusiness on July 2, 16,292,071 2007 (i) 45,276,650 shares of Company Common Stock were issued and outstanding and no outstanding, (ii) 7,680,976 shares of Company Common Stock were held in by the Company as treasury or by any Company Subsidiary. As of the date of this Agreementshares, 1,000,000 (iii) 14,000,000 shares of Preferred Company Common Stock have been designated were reserved and available for issuance pursuant to the Company’s 1999 Stock Incentive Plan, as Class A Preferred Stockamended (the “1999 Stock Option Plan”), and 500,000 shares of Company Common Stock were reserved and available for issuance pursuant to the Company’s 2006 Directors Stock Incentive Plan (together with the 1999 Stock Option Plan, the “Company Stock Option Plans”), of which an aggregate of 2,797,092 shares of Company Common Stock were subject to outstanding options to acquire shares of Company Common Stock from the Company (the “Company Stock Options”) and (iv) no shares of Company Preferred Stock were issued or outstanding or held by the Company as treasury shares. The Company has made available to Parent a list of each Company Stock Option issued as of July 2, 2007, the number of shares of Company Common Stock issuable thereunder, the expiration date and outstandingthe exercise price thereof. Except as set forth above, at the close of business on July 2, 2007, no other shares of Company Common Stock or other capital stock are issued or outstanding as other voting securities of the Company were issued, reserved for issuance or outstanding. Since the close of business on July 2, 2007 through the date of this Agreement, other than in connection with the issuance of Company Common Stock pursuant to the exercise of Company Stock Options outstanding as of July 2, 2007 as set forth on Section 3.01(c) of the Company Disclosure Letter, no shares of Company Common Stock or other capital stock or voting securities of the Company were issued and there has been no change in the number of outstanding Company Stock Options. All issued and outstanding shares of Common Company Capital Stock are 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 nonnonassessable, and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the PBCL, the Company Articles, the Company By-assessable and have no preemptive rightslaws or any Contract to which the Company is a party or otherwise bound. As Except for any obligations under any Company Stock Plan or as otherwise set forth above, as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitmentsconvertible or exchangeable securities, agreementsstock-based performance units, arrangements or undertakings of any kind Contracts to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (i) obligating the Company or any Company such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or voting securities any security convertible or exchangeable for any capital stock of or other equity interest in, the Company or of any Company Subsidiary of its Subsidiaries or (ii) obligating the Company or any Company such Subsidiary to issue, grant, extend grant or enter into any such security, option, warrant, call, right, commitmentconvertible or exchangeable security, agreement stock-based performance unit or undertakingContract. Except as set forth above, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any such Subsidiary. As of the date of the most recent financial statements included in the Company’s SEC Documents, the only principal amount of outstanding Indebtedness of the Company and its Subsidiaries or principal amount of outstanding Indebtedness of any other Person that is guaranteed by the Company or any of its Subsidiaries (excluding any (x) intercompany amounts, (y) undrawn letters of credit and (z) a principal amount of outstanding Indebtedness not in excess of $5,000,000 in the aggregate) is $62.0 million under the Company’s Loan Agreement, dated as of April 12, 2001, as amended, with First Union National Bank, N.A., as administrative agent, and certain lenders named therein.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 twenty million (20,000,000) shares of Common Stock and 1,000,000 shares common stock. At the close of preferred stock, par value $.0001 per share business on the last business day immediately preceding the date hereof (the “Preferred Stock”"Measurement Date"). As of the date of this Agreement, 16,292,071 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no (i) two million one hundred four thousand two hundred fifty-three (2,104,253) shares were issued and outstanding, (ii) eight hundred fifty-eight thousand eight hundred eighty-one (858,881) shares were held by the Company in its treasury, (iii) nine hundred thousand (900,000) shares were reserved for issuance upon exercise of then outstanding Options, and (iv) one hundred thousand (100,000) shares reserved for issuance under outstanding -7- Warrants. A full and complete list of all material terms of the Options and Warrants are attached hereto as Schedule 3.1(c). Except as set forth in the preceding sentences, at the close of business on the Measurement Date, no shares of capital stock or other voting securities of the Company or any Subsidiary were issued, reserved for issuance or outstanding. Except as set forth above, at the close of business on the Measurement Date, there were no other shares of capital stock are issued underlying outstanding stock options, stock appreciation rights or outstanding as of the date of this Agreementrights to receive Shares on a deferred basis. All issued and outstanding shares of Common Stock are capital stock of the Company are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and non-assessable and have no not subject to preemptive rights. As of the date close of this Agreementbusiness on the Measurement Date, there are were no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or notes, other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02above, as of the close of business on the Measurement Date, there are not were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any Company Subsidiary of its Subsidiaries or obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement agreement, arrangement or undertaking. As of the close of business on the Measurement Date, there were no outstanding contractual obligations of the Company or any of its Subsidiaries to issue, repurchase, redeem, exchange or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the close of business on the Measurement Date, there were no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 60,000,000 shares of Company Common Stock and 1,000,000 10,000,000 shares of preferred stock, par value $.0001 0.001 per share (the “Company Preferred Stock”” and, together with the Company Common Stock, the “Company Capital Stock” ). As At the close of business on September 19, 2008 (the date of this Agreement“Capitalization Date” ), 16,292,071 (i) 19,475,892 shares of Company Common Stock were issued and outstanding and (with no shares were of Company Common Stock held by the Company in treasury or by any Company Subsidiary. As of the date of this Agreementits treasury), 1,000,000 (ii) 4,229,361 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Company Common Stock are duly authorizedwere reserved and available for issuance pursuant to the Company’s 2002 Stock Option Plan, validly issued2004 Omnibus Stock Incentive Plan, fully paid and non-assessable and have no preemptive rights. As of the date of this Agreementas amended, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common 2004 Employee Stock Purchase Plan (the “Company Stock OptionsESPP”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Executive Deferred Compensation Plan (each as amendedsuch plans, collectively, the “Company Stock Plans”), of which 2,614,926 shares of Company Common Stock were subject to outstanding options (other than options under the ESPP) to acquire shares of Company Common Stock from the Company (the “Company Stock Options”) or agreements to issue Company Stock Options and no shares of Company Common Stock have been issued pursuant to the Executive Deferred Compensation Plan and (iii) no shares of Company Preferred Stock were issued or outstanding or held by the Company as treasury shares. Other than Except as contemplated above in this Section 3.02set forth above, there are not nowat the close of business on the Capitalization Date, no shares of capital stock or other voting securities of the Company, or any option, warrant or other right to acquire shares of capital stock or other securities of the Company, were issued, reserved for issuance or outstanding. All outstanding shares of Company Capital Stock are, and at all such shares that may be issued prior to the Effective Time there will be when issued, duly authorized, validly issued, fully paid and nonassessable and not besubject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any outstanding similar right under any provision of the DGCL, the Company Certificate, the Company Bylaws or any Contract to which the Company is a party or by which it is otherwise bound. There are no bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of Company Common Stock may vote (“Voting Company Debt”). Except for any obligations pursuant to this Agreement, and except for the Company Stock Options and obligations pursuant to the ESPP, as of the Company may vote. Except as set forth in date of this Section 3.02Agreement, there are not outstanding securities, any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend grant or enter into any such security, option, warrant, call, right, security, commitment, agreement Contract, arrangement or undertaking, or (iii) that give any person the right to receive any payment based on the revenues, earnings or financial performance of the Company. As of the date of this Agreement, there are not any outstanding 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.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Twenty Million (20,000,000) shares of Company Common Stock. Subject to any Permitted Changes (as defined in Section 4.01(a)(ii)) there are Eight Million Three Hundred Eighty Four Thousand Seven Hundred Eighteen (8,384,718) shares of Common Stock and 1,000,000 outstanding. One Million Six Hundred Eighty Two Thousand Two Hundred Seventy Four (1,682,274) shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). As of the date of this Agreement, 16,292,071 shares of Company Common Stock were issued and are issuable upon exercise of outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstandingOptions. Except as set forth above, no other shares of capital stock are issued or outstanding as other equity securities of the date of this AgreementCompany are issued, reserved for issuance or outstanding. All issued and outstanding shares of Common Stock capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As of the date of this Agreement, there There are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02above, there are not no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement agreement, arrangement or undertaking.. The outstanding indebtedness for borrowed money of the Company is set forth on Schedule 3.01(c) of the Disclosure ---------------- Schedule. Other than the Company Stock Options and Company Warrants, there are no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. Schedule -------- 8

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 100,000,000 Shares, of which 28,762,983 Shares were outstanding as of the close of business on April 29, 1999, 250,000 shares of Common Stock and 1,000,000 shares of preferred stock, nonvoting common stock par value $.0001 0.01 per share (the “Preferred Stock”). As share, of the date of this Agreement, 16,292,071 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred StockCompany, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date hereof and 2,000,000 shares of this AgreementPreferred Stock, par value $0.01 per share (the "PREFERRED SHARES"), of the Company, of which no shares were outstanding as of the date hereof. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for or subject to issuance, except that, as of April 29, 1999, there were 3,313,104 Shares reserved in the aggregate for issuance pursuant to the 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"). Each of the outstanding shares of Common Stock are capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonnonassessable and owned by the Company or a direct or indirect wholly-assessable and have no preemptive rights. As owned Subsidiary of the date Company, free and clear of this Agreementany lien, pledge, security interest, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding subscriptionsrights, options, warrants, rights or other conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments obligating the Company to issue or to sell any shares of its capital stock or other than stock options securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to acquire up to 231,500 shares subscribe for or acquire, any securities of Common Stock (the “Company Stock Options”) granted on or prior to the date any of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Planits Subsidiaries, and the 2004 Stock Option and Appreciation Rights Plan (each as amendedno securities or obligations evidencing such rights are authorized, collectively, the “issued or outstanding. The Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are does not now, and at the Effective Time there will not be, have outstanding any outstanding bonds, debentures, notes or other indebtedness or other securities obligations the holders of the Company having which have the right to vote (or securities convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which shareholders with the stockholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of on any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingmatter ("VOTING DEBT").

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 17,500,000 shares of Common Stock common stock, no par value, and 1,000,000 no shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). As of the date of this Agreement, 16,292,071 shares of Common Stock which there were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As as of the date close of this Agreementbusiness on September 14, 1,000,000 2007, 13,780,000 shares of Preferred common stock. Schedule 2.2 sets forth the names of each stockholder of the Company, the number of shares of the Company’s Common Stock have been designated as Class A Preferred Stock, held by each stockholder and the stock certificate number of which no shares were issued and outstandingeach certificate held by each person listed on Schedule 2.2. Except as set forth above, There are no other outstanding shares of capital stock are issued or voting securities and no outstanding as commitments to issue any shares of capital stock or voting securities after the date of this Agreementhereof. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable and, as of the date of this Agreement, are free of any liens or encumbrances, and have no are not subject to preemptive rightsrights or rights of first refusal created by statute, the Articles of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is bound. As of the date of this Agreement, Company has reserved 6,580,000 shares of its common stock for issuance to employees, consultants and directors pursuant to restricted stock purchase agreements and stock option agreements under its 2006 Stock Award Plan, of which 4,580,000 shares have been issued pursuant to restricted stock purchase agreements, no shares have been issued pursuant to option exercises and no shares are subject to outstanding, unexercised options. Except as set forth on Schedule 2.2 of the Company Disclosure Schedule and except for the rights created pursuant to this Agreement and as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company or any Company Subsidiary is a party or by which any of them it is bound obligating the Company or any Company Subsidiary to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other equity or voting securities of the Company or any obligating Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. Except as created pursuant to this Agreement and as of the date of this Agreement, agreement there are no contracts, commitments or undertakingagreements relating to voting, purchase or sale of Company’s capital stock (including without limitation agreements relating to preemptive rights, rights of first refusal, co-sale rights or “drag-along” rights), or registration of securities of Company under the Securities Act to which Company is a party or by which it is bound.

Capital Structure. The authorized capital stock of the Company Acquiror ----------------- consists of 50,000,000 100,000,000 shares of Common Stock, $.0001 par value, and 5,000,000 shares of Preferred Xxxxx, $.0000 par value, of which there were issued and outstanding as of September 30, 1998, 37,286,292 shares of Common Stock and 1,000,000 no shares of preferred stockPreferred Stock. There are no other outstanding shares of capital stock or voting securities of Acquiror other than shares of Acquiror Common Stock issued after September 30, par value $.0001 per share 1998, upon (i) the exercise of options issued under Acquiror's 1995 Stock Option/Stock Issuance Plan (the “Preferred Stock”"Acquiror Stock Option Plan") or (ii) the exercise of subscription rights outstanding as of such date under the Acquiror Employee Stock Purchase Plan (the "Acquiror ESPP"). As The authorized capital stock of the date Merger Sub consists of this Agreement, 16,292,071 1,000 shares of Common Stock were Stock, $.0001 par value, all of which are issued and outstanding and no shares were are held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this AgreementAcquiror. All issued and outstanding shares of Common Stock are Acquiror have been duly authorized, validly issued, fully paid and non-assessable are nonassessable and have no 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 of first refusal or other similar rights created by statute, the Certificate of Incorporation or Bylaws of Acquiror or Merger Sub or any agreement to which Acquiror or Merger Sub is a party or by which it is bound. As of the date of this AgreementSeptember 30, there are no outstanding subscriptions1998, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 Acquiror had reserved (i) 12,450,982 shares of Common Stock (the “Company Stock Options”) granted on or prior for issuance to the date of this Agreement employees, directors and independent contractors pursuant to the 2002 Acquiror Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Planof which 5,407,175 shares are subject to outstanding, unexercised options, and (ii) 1,600,000 shares of Common Stock for issuance to employees pursuant to the 2004 Stock Option and Appreciation Rights Plan (each as amendedAcquiror ESPP, collectively, the “Company Stock Plans”)of which 929,113 shares are available for issuance. Other than as contemplated set forth above in and the commitment to issue shares of Common Stock pursuant to this Section 3.02, Agreement; there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or no other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company Acquiror or any Company Subsidiary Merger Sub is a party or by which any either of them is bound obligating the Company Acquiror or any Company Subsidiary Merger Sub to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of the capital stock of Acquiror or other equity or voting securities of the Company or any Company Subsidiary Merger Sub or obligating the Company Acquiror or any Company Subsidiary Merger Sub to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. The shares of Common Stock to be issued pursuant to the Merger will be duly authorized, agreement validly issued, fully paid, and non-assessable, will not be subject to any preemptive or undertakingother statutory right of stockholders, will be issued in compliance with applicable U.S. Federal and state securities laws and will be free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof.

Capital Structure. The authorized capital stock of the Company Berkshire ----------------- consists of 1,500,000 shares of Berkshire Class A Common Stock, 50,000,000 shares of Berkshire Class B Common Stock Stock, and 1,000,000 shares of preferred stock, no par value $.0001 per share (the “"Berkshire Preferred Stock”"). As Subject to such changes as may occur after May 1, 1998, and subject in the case of the date clauses (i) and (iii) to adjustment as a result of this Agreementconversions of Berkshire Class A Common Stock into Berkshire Class B Common Stock, 16,292,071 there were, as of May 1, 1998: (i) 1,192,905 shares of Berkshire Class A Common Stock were issued and outstanding Stock, 1,448,918 shares of Berkshire Class B Common Stock, and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Berkshire Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding; (ii) 163,583 shares of Berkshire Class A Common Stock held by Berkshire in its treasury; (iii) 35,787,150 shares of Berkshire Class B Common Stock reserved for issuance upon conversion of Berkshire Class A Common Stock; (iv) no shares of Berkshire Class B Common Stock reserved for issuance upon exercise of authorized but unissued options under Berkshire's 1996 Stock Option Plan; and (v) 15,669 shares of Berkshire Class B Common Stock issuable upon exercise of outstanding options under Berkshire's 1996 Stock Option Plan. Except as set forth abovein this Section 4.3(c), no other shares of capital stock or other equity securities of Berkshire are issued issued, reserved for issuance or outstanding as of the date of this Agreementoutstanding. All issued and outstanding shares of capital stock of Berkshire are, and all shares of Holding Company Common Stock are which may be issued pursuant to this Agreement will be when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As All shares of Holding Company Common Stock issued pursuant to this Agreement will, when so issued, be registered under the date Securities Act for such issuance and registered under the Exchange Act, be registered or exempt from registration under any applicable state securities laws, and be listed on the NYSE, subject to official notice of issuance. Except as set forth in this AgreementSection 4.3(c), there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company Berkshire having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company Berkshire may vote. Except as set forth in this Section 3.024.3(c), and except as set forth in the Agreement with respect to Holding Company and the Merger Subsidiaries, there are not no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company rights obligating Berkshire or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company Berkshire or any Company Subsidiary of its subsidiaries or obligating the Company Berkshire or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, or right, commitment, agreement or undertaking.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 forty million (40,000,000) shares of Company Common Stock. At the close of business on December 7, 1998, (i) 18,536,038 shares of Company Common Stock were issued and 1,000,000 outstanding, (ii) no shares of preferred stockCompany Common Stock were held by the Company in its treasury, par value $.0001 per share (iii) 514,500 shares of Company Common Stock were reserved for issuance upon the “Preferred Stock”)exercise of outstanding stock options ("Company Stock Options") granted pursuant to the Company Stock Option Plan and (iv) approximately 3,500,000 shares of Company Common Stock were reserved for issuance upon the closing of certain acquisitions of floral and gift businesses in accordance with SCHEDULE 5.1. As Except as set forth above, as of the date of this Agreement, 16,292,071 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding other voting securities of the Company were issued, reserved for issuance or outstanding. A list of the stockholders of the Company as of the date of this AgreementAgreement is set forth on SCHEDULE 3.3(a). A list of the names of the holders of all outstanding Company Stock Options, with the respective amounts of shares, exercise prices, vesting dates and expiration dates thereof, as of the date of this Agreement is set forth on SCHEDULE 3.3(b), and a copy of the Company Stock Option Plan is attached thereto. All issued and outstanding shares of Common capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock are Options will be, when issued against payment therefor in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As of the date of this Agreement, there There are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, into securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Except as set forth in above, as of the date of this Section 3.02Agreement, there are not outstanding no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound bound, obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any Company Subsidiary of its subsidiaries, or obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement agreement, arrangement or undertaking. As of the date hereof, there are no outstanding contractual obligations which require or will require or obligate the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 50,000,000 (i) 14,400,000 Company Shares and (ii) 600,000 shares of Common Company Preferred Stock, of which (A) 150,000 shares have been designated Company Junior Preferred Stock and (B) 150,000 shares have been designated Company Senior Preferred Stock. At the close of business on the date hereof and on the Closing Date, (i) 9,981,590 Company Shares were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights, (ii) 1,196,250 Company Shares were held in the treasury of the Company, (iii) 1,000,000 shares of preferred stock, par value $.0001 per share Company Shares were reserved for issuance pursuant to outstanding options (the “Preferred StockCompany Stock Options”) to purchase Company Shares pursuant to the Environmental Quality Management, Inc. Stock Option Plan (the “Company Stock Option Plan”), (iv) 150,000 shares of Company Senior Preferred Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights, and (v) 119,180.7 shares of Company Junior Preferred Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights. The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, 16,292,071 except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of Common Stock were issued and outstanding and no shares were held in treasury capital stock (or by other voting securities or equity equivalents) of the Company or obligating the Company to grant, extend or enter into any Company Subsidiarysuch option, warrant, call, right, put or Contract. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are does not now, and at the Effective Time there will not be, have any outstanding bonds, debentures, notes or other indebtedness or other securities obligations the holders of the Company having which have the right to vote (or securities convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which shareholders with the stockholders of the Company may voteon any matter. Except as set forth in this Section 3.02, there There are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind no Contracts to which the Company or any Company Subsidiary of its respective officers or directors is a party or by which concerning the voting of any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingCompany.

Capital Structure. The authorized capital stock of the Company Save Foods consists of 50,000,000 (i) 495,000,000 shares of Common Stock common stock, $0.0001 par value, of which (a) 5,806,219 shares are issued and 1,000,000 outstanding as of the date of the hereof and (b) 286,261 shares of common stock underlying options or warrants of which are outstanding as of the date hereof and (c) 178,000 shares of common stock that Save Foods has committed to issue to certain recipients following the date hereof, and (ii) 5,000,000 shares of preferred stock, $0.0001 par value $.0001 per share (the “Preferred Stock”). As of the date of this Agreement, 16,292,071 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stockvalue, of which no shares were none are issued and outstanding. Except as disclosed in the Save Foods Reports (as defined below) and as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this Agreementherein, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company Save Foods having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on of which shareholders stockholders of the Company may voteSave Foods are entitled to vote on. Except as disclosed in Save Foods Reports and as set forth in this Section 3.02herein, there are not no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary Save Foods is a party or by which any of them it is bound obligating the Company or any Company Subsidiary Save Foods to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares common stock of capital stock Save Foods or other equity or voting securities of the Company or any Company Subsidiary Save Foods or obligating the Company or any Company Subsidiary Save Foods to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Save Foods to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of Save Foods or any other securities of Save Foods. There are no agreements or arrangements pursuant to which Save Foods is or could be required to register Save Foods’ common stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”) or other agreements or arrangements with or among any holders of Save Foods or with respect to any securities of Save Foods. The issuance of the Save Foods Exchange Shares will not trigger any anti-dilution rights of any existing securities of Save Foods.

Capital Structure. The As of the date hereof, the authorized capital stock of the Company consists will consist of 50,000,000 400,000,000 shares of Company Common Stock and 1,000,000 15,000,000 shares of preferred stock, par value $.0001 .01 per share (the “"Company Preferred Stock”"). At the close of business on April 3, 1998, (i) 134,012,054 shares of Company Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, (ii) 7,887,263 shares of Company Common Stock were held in the treasury of the Company or by Subsidiaries of the Company and (iii) 10,732,932 shares of Company Common Stock were reserved for future issuance pursuant to the Company's Key Executive Bonus Program, 1987 Stock Option Plan, Key Executive Stock Bonus Plan, Restated 1992 Supplemental Stock Option Plan, Chief Executive Cash Bonus and Stock Option Plan, 1995 Employee Stock Incentive Plan and 1998 Company Stock Option Plan (collectively, the "Company Stock Option Plans"). The Company Stock Option Plans are the only benefit plans of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. No shares of Company Preferred Stock are outstanding. As of the date of this Agreement, 16,292,071 except (i) as set forth above, and (ii) as set forth in the Company SEC Documents (as hereinafter defined), no shares of Common Stock capital stock or other voting securities of the Company were issued and outstanding and no shares were held in treasury issued, reserved for issuance or by any Company Subsidiaryoutstanding. As of the date of this Agreement, 1,000,000 except for stock options covering not in excess of 10,297,132 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Company Common Stock are duly authorizedissued under the Company Stock Option Plans (collectively, validly issuedthe "Company Stock Options"), fully paid and non-assessable and have no preemptive rights. As of the date of this Agreement, warrant held by Xxxxxx Brothers Inc. there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings of any kind agreements to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary of its Subsidiaries or obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, rightright or agreement. Each outstanding share of capital stock of each Subsidiary of the Company that is a corporation is duly authorized, commitmentvalidly issued, agreement fully paid and nonassessable and, except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, each such share is owned by the Company or undertakinganother Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever. The Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Exhibit 21 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, as filed with the SEC (the "Company Annual Report"), is a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 100,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock, par value $.0001 per share Stock. Subject to any Permitted Changes (the “Preferred Stock”as defined in Section 4.1(b). As of ) following the date of this Agreement, 16,292,071 there are (i) 30,174,081 shares of Company Common Stock were issued and out- standing, (ii) 118,000 shares of Company Common Stock held in the treasury of the Company or held by any subsidiary of the Company; (iii) 791,580 shares of Company Common Stock reserved for issu- ance upon exercise of authorized but unissued Company Stock Options pursuant to the Option Plans; (iv) 545,358 shares of Company Common Stock issuable upon exercise of outstanding Company Stock Options, (v) 99,510 shares of Company Common Stock issued and outstanding (and no included in the number stated in clause (i) above) subject to restrictions under the Restricted Stock Plan, and (vi) an aggregate of 400 shares were held in treasury or by any of Company SubsidiaryCommon Stock issuable under the Nonemployee Directors Stock Plan. As of September 30, 1996, there were $582,000 withheld from the date of this Agreement, 1,000,000 Company's employees' salaries to purchase shares of Preferred Company Common Stock have been designated as Class A Preferred Stock, of which no shares were issued pursuant to and outstandingissuable under the Stock Purchase Plan. Except as set forth above, no other shares of capital stock are issued or outstanding as other equity securities of the date of this AgreementCompany are issued, reserved for issuance or outstanding. All issued and outstanding shares of Common capital stock of the Company are, and all shares which may be issued pursuant to the Stock are Plans will be when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no preemptive not subject to preemp- tive rights. As of the date of this Agreement, there There are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Except as set forth in this Section 3.02above, there are not no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any Company Subsidiary of its subsidiaries or obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement agreement, arrangement or undertaking. Other than the Company Stock Options, (i) there are no outstanding contractual obligations, commitments, understand- ings or arrangements of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of or measured or determined based on the value or market price of any shares of capital stock of the Company or any of its subsidiaries and (ii) to the knowledge of the Company, there are no irrevocable proxies with respect to shares of capital stock of the Company or any subsidiary of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act").

Capital Structure. (i) The authorized capital stock of the Company consists of 50,000,000 100,000,000 shares of Company Common Stock and 1,000,000 10,000,000 shares of preferred stockPreferred Stock, par value $.0001 0.001 per share share, of the Company (the “Company Preferred Stock”). At the close of business on June 10, 2011, (A) 33,011,561 shares of Company Common Stock (excluding treasury shares) were issued and outstanding, none of which were subject to vesting restrictions and/or subject to forfeiture back to the Company or repurchase by the Company, (B) 180,000 shares of Company Common Stock were held by the Company as treasury shares and (C) 4,626,238 shares of Company Common Stock were reserved and available for issuance in the aggregate pursuant to the Amended and Restated 2001 Stock Option Plan of the Company (the “Company Stock Plan”), of which 2,542,750 shares of Company Common Stock were subject to outstanding options to acquire shares of Company Common Stock from the Company (such options, together with any other stock options granted after June 10, 2011 under the Company Stock Plan or otherwise, the “Stock Options”). All outstanding Stock Options have been granted under the Company Stock Plan. Other than the Company Stock Plan, there is no plan, Contract or arrangement providing for the grant of Stock Options. No shares of Company Preferred Stock are issued or outstanding (excluding, for avoidance of doubt, the shares of Preferred Stock to be issued on the Closing Date pursuant to this Agreement). No shares of Company Common Stock are owned by any Subsidiary of the Company. The Company has made available to the Investor Representative a complete and correct list, as of the close of business on June 10, 2011, of all outstanding Stock Options, the number of shares of Company Common Stock subject to each such Stock Option, the grant date, exercise price per share and expiration date of each such Stock Option, the name of the holder thereof and whether or not such Stock Option (or any portion thereof) is intended to qualify as an “incentive stock option” under Section 422 of the Code. As of the date of this Agreement, 16,292,071 shares of Common other than the outstanding Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this AgreementOptions, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating of any person to receive Company Common Stock under the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted Plan or otherwise, on a deferred basis or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingotherwise.

Capital Structure. The As of the date of this Agreement, the authorized capital stock of the Company Parent consists of 50,000,000 1,100,000,000 shares of Parent Common Stock and 1,000,000 500,000 shares of preferred stock, par value $.0001 .10 per share (the “Preferred Stock”"PARENT PREFERRED STOCK"). As At the close of the date of this Agreementbusiness on February 7, 16,292,071 2000, (i) 541,972,678 shares of Parent Common Stock were issued and outstanding including associated Preferred Share Purchase Rights issued pursuant to the Rights Agreement, dated June 18, 1991 and amended as of May 17, 1995, between the Company and The Chase Manhattan Bank (as successor to Manufacturers Hanover Trust Company), as Rights Agent, (ii) no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Parent Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding, (iii) 89,008,601 shares of Parent Common Stock were held by Parent in its treasury, and (iv) approximately 87,179,000 shares of Parent Common Stock were reserved for future issuance pursuant to Parent's various stock option and stock purchase plans described in, or incorporated by reference in, the Parent SEC Documents (defined below in Section 4.2(d)). Except as set forth above, at the close of business on February 7, 2000 and except for the Parent Preferred Stock issuable upon exercise of the Preferred Share Purchase Rights described above, no other shares of capital stock are issued or outstanding as other voting securities of the date of this AgreementParent were issued, reserved for issuance or outstanding. All issued and outstanding shares of Common Stock are capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As of the date of this Agreement, there are outstanding no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company Parent having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company Parent may vote. Except as set forth in As of the date of this Section 3.02Agreement, there the authorized capital stock of Merger Subsidiary consists of 1,000 shares of common stock, par value $.01 per share, all of which have been validly issued, are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings fully paid and nonassessable and are owned by Parent free and clear of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingLiens.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 100,000,000 shares of Company Common Stock and 1,000,000 5,000,000 shares of preferred stockPreferred Stock, par value $.0001 0.0001 per share share, of the Company (the “Company Preferred Stock”). At the close of business on November 11, 2012, (A) 38,777,893 shares of Company Common Stock (excluding treasury shares) were issued and outstanding, (B) no shares of Company Common Stock were held by the Company as treasury shares and (C) 1,644,466 shares of Company Common Stock were reserved and available for issuance in the aggregate pursuant to the 2011 Stock Incentive Plan (the “2011 Plan”) and the 2004 Management Incentive Plan (the “2004 Plan”, and together with the 2011 Plan, the “Company Stock Plans”), of which 1,439,246 shares of Company Common Stock were subject to outstanding options to acquire shares of Company Common Stock from the Company (such options, together with any other stock options granted after November 11, 2012, in each case whether granted pursuant to the Company Stock Plans or otherwise, the “Stock Options”). As of the date of this Agreement, 16,292,071 shares Agreement none of Common Stock were the issued and outstanding and shares of Company Common Stock are subject to vesting or forfeiture conditions or a right of repurchase by the Company. All outstanding Stock Options have been granted under the Company Stock Plans. Other than the Company Stock Plans, there is no plan, Contract or arrangement providing for the grant of Stock Options. No shares were held in treasury of Company Preferred Stock are issued or outstanding. No shares of Company Common Stock are owned by any Subsidiary of the Company. Section 3.01(c)(i) of the Company SubsidiaryLetter sets forth a list, as of the close of business on November 11, 2012, of all outstanding Stock Options, the number of shares of Company Common Stock subject to each such Stock Option, the grant date, exercise price per share, vesting schedule and expiration date of each such Stock Option, the name of the holder thereof, an indication of whether or not each such holder is a current director or employee of the Company or any of its Subsidiaries, whether or not such Stock Option (or any portion thereof) is intended to qualify as an “incentive stock option” under Section 422 of the Code and the name of the Company Stock Plan pursuant to which each such Stock Option was granted. As of the date of this Agreement, 1,000,000 shares of Preferred other than the outstanding Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this AgreementOptions, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating of any person to receive Company Common Stock under the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted Plans or otherwise, on a deferred basis or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingotherwise.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 20,000,000 shares of Common Stock common stock, $.01 par value, and 1,000,000 51,200,773 shares of preferred stock, $.01 par value value, of which 21,488,353 shares have been designated $.0001 per share .06 Senior Convertible Voting Preferred Stock (the “Non-Cumulative) and 27,717,570 of which have been designated Series A Preferred Stock”). As At the close of business on June 30, 1999, (i) 2,668,122 Shares were issued and outstanding, (ii) 192,875 Shares were reserved for issuance pursuant to options granted under the date of this AgreementCompany's Employee Stock Option Plan, 16,292,071 (iii) no Shares were reserved for issuance pursuant to options not yet granted under the Company's Employee Stock Option Plan, (iv) 7,360,753 shares of Common $.06 Senior Convertible Voting Preferred Stock ("Senior Preferred Stock") were issued and outstanding, (v) 16,562 Shares were reserved for issuance upon conversion of such outstanding shares of Senior Preferred Stock and (vi) no shares of Series A Preferred Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as other equity or voting securities of the date of this AgreementCompany are reserved for issuance or outstanding. All issued and outstanding shares of Common capital stock of the Company are, and all such Shares issuable upon the exercise of stock options or conversion of Senior Preferred Stock are duly authorizedwill be when issued thereunder, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As of No capital stock has been issued by the Company since June 30, 1999, other than Shares issued pursuant to options outstanding on or prior to such date of this Agreementin accordance with their terms at such date. Except for options described above and Senior Preferred Stock described above, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding authorized securities, options, warrants, calls, rights, commitments, preemptive rights, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party party, or by which any of them is bound bound, obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock or other equity or voting securities of of, or other ownership interests in, the Company or of any Company Subsidiary of its subsidiaries or obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement agreement, arrangement or undertaking.

Capital Structure. (i) The authorized capital stock of the Company Issuer consists of 50,000,000 100,000,000 shares of Issuer Common Stock and 1,000,000 shares of preferred stock, par value $.0001 0.0001 per share share, of Issuer (the “"Issuer Authorized Preferred Stock”"). As At the close of the date of this Agreementbusiness on February 7, 16,292,071 2003, (A) 10,632,877 shares of Issuer Common Stock were issued and outstanding and outstanding; (B) 10,732 shares of Issuer Common Stock were held by Issuer in its treasury; (C) no shares of Issuer Authorized Preferred Stock were held in treasury issued or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 outstanding; (D) 1,953,493 shares of Preferred Issuer Common Stock have been designated as Class A Preferred Stockwere reserved for issuance pursuant to the Prograph Systems, Inc. 1999 Stock Option/Stock Incentive Plan, the Issuer's 2002 Employee Stock Purchase Plan (the "Issuer ESPP"), Issuer's 2000 Stock Incentive Plan, Issuer's 2002 Key Executive Stock Incentive Plan, Issuer's 2002 Stock Incentive Plan (such plans, collectively, the "Issuer Stock Plans") (of which no 1,363,390 are subject to outstanding stock options (the "Issuer Stock Options") and 590,103 are reserved for issuance under the Issuer Stock Plans but not subject to any Issuer Stock Options); (E) 133,354 shares of Issuer Common Stock were reserved for issuance upon exercise of outstanding warrants (the "Issuer Warrants"); and (F) 7,341,975 shares of Issuer Common Stock were reserved for issuance in connection with the Rights issued and outstandingpursuant to the Rights Agreement. Except as set forth above, at the close of business on February 12, 2003, no other shares of capital stock are issued or outstanding as other voting securities of the date of this Agreement. All issued and outstanding shares of Common Stock are duly authorized, validly Issuer were issued, fully paid reserved for issuance or outstanding. Other than Issuer Stock Options, rights to purchase shares under the Issuer ESPP pursuant to contributions to such plan and non-assessable and have no preemptive rights. As of the date of this AgreementIssuer Warrants, there are no outstanding subscriptionsstock appreciation rights, options, warrants, rights phantom shares or other arrangements or commitments obligating the Company rights to issue any receive shares of its capital stock Issuer Common Stock on a deferred basis or other than stock options rights linked to acquire up to 231,500 the value of shares of Issuer Common Stock (granted under the “Company Issuer Stock Options”) granted on Plans or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”)otherwise. Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding No bonds, debentures, notes or other indebtedness or other securities of the Company Issuer having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Issuer or any Company Subsidiary is a party of its subsidiaries may vote are issued or by which any of them is bound obligating the Company outstanding or any Company Subsidiary subject to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingissuance.

Capital Structure. The authorized capital stock of the Company ARACOR consists of 50,000,000 10,000,000 shares of ARACOR Common Stock and 1,000,000 shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). As of the date of this Agreement, 16,292,071 4,569,798 shares of ARACOR Common Stock were issued and outstanding outstanding. Schedule 3 sets forth, among other things, the name of each holder of ARACOR Common Stock, the number of shares held by such ARACOR Shareholder and no the address of each such ARACOR Shareholder. Schedule 3 sets forth the name of each ARACOR Optionholder, the number of shares were held in treasury or by any Company Subsidiaryunderlying each such stock option, the per share exercise price of each share subject to such option and the address of each such ARACOR Optionholder. As of the date of this Agreement, 1,000,000 No shares of Preferred ARACOR Common Stock have been designated as Class A Preferred Stockare held by ARACOR in its treasury, or are reserved for issuance upon the exercise of which no shares were issued and outstandingwarrants. Except as set forth above, no No other shares of capital stock or other voting securities of ARACOR are authorized, issued or outstanding. No shares of ARACOR Common Stock are subject to a repurchase option or risk of forfeiture under any restricted stock purchase agreement or other similar agreement. There are no outstanding as stock appreciation rights, restricted stock grants or contingent stock grants and there are no other outstanding contractual rights to which ARACOR is a party, the value of which is derived from the date value of this Agreementshares of ARACOR Common Stock. All issued and outstanding shares of ARACOR Common Stock are are, and all shares which may be issued upon exercise or conversion of any security issued by ARACOR will be, when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As of the date of this Agreement, except as set forth on Schedule 3, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company ARACOR having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company ARACOR may vote. Except as set forth There is no voting trust or other agreement with regard to voting of any share or fractional share of ARACOR Common Stock. Contingent and effective upon the Effective Time, all ARACOR Stock Options shall have been exercised or terminated and, following the Effective Time, no holder of ARACOR Stock Options will have any right to receive shares of common stock in this Section 3.02OSI or the Surviving Corporation. Contingent and effective upon the Effective Time, there are not shall be no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary ARACOR is a party party, or by which any of them ARACOR is bound bound, obligating the Company or any Company Subsidiary ARACOR to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary ARACOR or obligating the Company or any Company Subsidiary ARACOR to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement agreement, arrangement or undertaking.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 700,000 shares of Class A Common Stock and 1,000,000 Stock, 4,050,000 shares of preferred stockClass B Non-Voting Common Stock, par value $.0001 0.01 per share (the “share, and 250,000 shares of Preferred Stock”), par value $0.01 per share. As of the date of this Agreementhereof, 16,292,071 (a) 504,584 shares of Class A Common Stock were are issued and outstanding, (b) 2,724,759 shares of Class B Common Stock are issued and outstanding, and (c) 297,923 shares of Class B Common Stock are reserved for issuance upon the exercise of outstanding options (“Company Stock Options”) to purchase shares of Class B Common Stock granted under the Company Stock Plan. Section 3.02 of the Company Disclosure Schedule sets forth, as of the date hereof, all holders of record of the issued and outstanding Company Common Stock and no Company Stock Options, identifying, in the case of Company Stock Options, the number of shares were held in treasury or by any Company Subsidiary. As of Class B Common Stock covered thereby, the applicable exercise price as of the date hereof and whether such Company Stock Options are vested as of the date hereof or will be vested as of the Closing Date. Except as set forth above in this AgreementSection 3.02, 1,000,000 as of the date hereof, no shares of Preferred Stock have been designated as Class A Preferred Stockcapital stock or other voting securities of the Company are issued, of which no shares were issued and reserved for issuance or outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not nowno authorized or outstanding stock appreciation rights, and at phantom stock, profit participation rights, rights to receive shares of Common Stock on a deferred basis or other rights that are linked to the Effective Time there will not be, any outstanding Company or the value of Common Stock granted under the Company Stock Plan or otherwise by the Company. There are no bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. All outstanding shares of capital stock of the Company: (i) have been duly authorized and validly issued; (ii) are fully paid and non-assessable; and (iii) were not issued in violation of, or subject to, any preemptive, subscription or other similar rights of any person. Except as set forth above in this Section 3.023.02 or in Section 3.02 of the Company Disclosure Schedule, (i) there are not issued, reserved for issuance or outstanding securitiesas of the date hereof (A) any securities of the Company or any of the Subsidiaries convertible into, optionsexchangeable or exercisable for shares of capital stock or equity securities of the Company or any of the Subsidiaries, or (B) any subscriptions, warrants, calls, options, rights, commitments, agreementsproxies, voting trusts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of the Subsidiaries is a party or by which any of them is bound obligating the Company or any Company Subsidiary of the Subsidiaries to issue, deliver or sell, transfer, redeem or cause to be issuedotherwise acquire, delivered dispose or sold, additional vote any shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating of the Subsidiaries and (ii) the Company is not a party to or bound by any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingcommitment pursuant to which the Company is or could be required to register any securities under the Securities Act.

Capital Structure. (a) The authorized capital stock of the Company consists is 125,000,000 shares having a par value of 50,000,000 $.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 1,000,000 25,000,000 undesignated shares. At the close of business on August 4, 2006, there were 33,332,412 shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). As of the date of this Agreement, 16,292,071 shares of Company Common Stock were issued and outstanding (840,000 of which were shares of Company Restricted Stock) and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no undesignated shares were issued and or outstanding. Except as set forth above, no other All of the outstanding shares of capital stock of the Company are issued or outstanding 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) all outstanding Company Stock Options, indicating with respect to each such Company Stock Option the name of this Agreement. All issued the holder thereof, the Company Stock Plan under which it was granted, the number of shares of Company Common Stock subject to such Company Stock Option, the exercise price and the date of grant thereof; (ii) 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, or awards representing rights to acquire shares of Company Common Stock, which in the aggregate exceed the total number of 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) 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 of capital stock of, or other equity interests in, the Company or any Subsidiary (including, but not limited to, any Company Restricted Stock), (B) voting securities of the Company or securities convertible, exchangeable or exercisable for shares of capital stock or voting securities of the Company, or (C) equity equivalents, interests in the ownership or earnings of the Company or any Subsidiary or similar rights. All 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 have no free of preemptive (or similar) rights. As of the date of this Agreement, there There are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares contractual obligations of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Subsidiary to repurchase, redeem or 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 by which registration rights agreement relating to any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating any other contract relating to disposition, voting or dividends with respect to any equity securities of the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertaking.of any

Capital Structure. The authorized capital stock of the Company Acquiror consists of 50,000,000 200,000,000 shares of Common Stock, $0.001 par value, and 10,000,000 shares of Preferred Stock, $0.001 par value, of which there were issued and outstanding as of the close of business on the date hereof, 26,720,364 shares of Common Stock and 1,000,000 no shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). As There are no other outstanding shares of capital stock or voting securities of Acquiror and no outstanding commitments to issue any shares of capital stock or voting securities after the date of this Agreement, 16,292,071 Agreement other than pursuant to the exercise of options issued under the 1999 Stock Incentive Plan (the "Acquiror Stock Option Plan"). The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock were Stock, $0.001 par value, all of which are issued and outstanding and no shares were are held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this AgreementAcquiror. All issued and outstanding shares of Common Stock are Acquiror and Merger Sub have been duly authorized, validly issued, fully paid and non-assessable are nonassessable and have no 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 of first refusal or other similar rights created by statute, the Certificate of Incorporation or Bylaws of Acquiror or Merger Sub or any agreement to which Acquiror or Merger Sub is a party or by which it is bound. As of the date hereof, Acquiror had reserved (i) 6,655,600 shares of Common Stock for issuance to employees, directors and independent contractors pursuant to the Acquiror Stock Option Plan, of which approximately 498,247 shares had been issued pursuant to option exercises, and approximately 5,785,448 shares were subject to outstanding, unexercised options, (ii) 750,000 shares of Common Stock pursuant to Acquiror's Employee Stock Purchase Plan, and (iii) 4,182,800 shares of Acquiror Common Stock upon the exercise of options not issued under the Acquiror Stock Option Plan. Other than as set forth above and the commitment to issue shares of Common Stock pursuant to this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company Acquiror or any Company Subsidiary Merger Sub is a party or by which any either of them is bound obligating the Company Acquiror or any Company Subsidiary Merger Sub to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of the capital stock of Acquiror or other equity or voting securities of the Company or any Company Subsidiary Merger Sub or obligating the Company Acquiror or any Company Subsidiary Merger Sub to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. The shares of Acquiror Common Stock to be issued pursuant to the Merger, agreement when issued, will be duly authorized, validly issued, fully paid, and non-assessable, will not be subject to any preemptive or undertakingother statutory right of stockholders, will be issued in compliance with applicable U.S. Federal and state securities laws and will be free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. There are no contracts, commitments or agreements relating to voting, registration, purchase or sale of Acquiror's capital stock (i) between or among Acquiror and any of its stockholders or (ii) to the best of Acquiror's knowledge, between or among any of Acquiror's stockholders or between any of Acquiror's stockholders and any third party.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 650,000,000 shares of the Company Class A Common Stock and 1,000,000 Stock, 300,000,000 shares of preferred stockthe Company Class B Common Stock, par value $.0001 per share (and 2,000,000 shares of the “Company's Preferred Stock”), $0.01 par value. As At the close of business on September 30, 1999, (i) 77,126,612 shares of the date of this Agreement, 16,292,071 shares of Company Class A Common Stock were issued and outstanding and 74,993,176 shares of the Company Class B Common Stock were issued and outstanding, (ii) no shares of the Company Common Stock were held by the Company in treasury or by any its treasury, (iii) 4,253,584 shares of the Company SubsidiaryCommon Stock were reserved for issuance upon exercise of the outstanding Company Stock Options, and (iv) 1,861,894 shares of the Company Common Stock were reserved for issuance upon exercise of Company Stock Options available for grant under the Company Stock Option Plans. As of the date of this AgreementSeptember 30, 1,000,000 1999, there are no shares of the Company's Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and or outstanding. Except as set forth above, at the close of business on September 30, 1999, no other shares of capital stock are issued or outstanding as other voting securities of the date of this AgreementCompany were issued, reserved for issuance or outstanding. All issued options to purchase shares of Company Common Stock were granted under the Company Stock Option Plans. There are no outstanding stock appreciation rights of the Company and no outstanding limited stock appreciation rights or other rights to redeem for cash options or warrants of the Company. All outstanding shares of Common capital stock of the Company are, and all shares which may be issued upon the exercise of Company Stock are Options will be, when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As of the date of this Agreement, there There are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Except as set forth in above and except for the Company Option Agreement, as of the date of this Section 3.02Agreement, there are not no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any Company Subsidiary of its subsidiaries or obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement agreement, arrangement or undertaking. There are no outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options to acquire any such shares) of the Company or any of its subsidiaries. Except for revenue sharing arrangements in license agreements entered into in the ordinary course of business, there are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of the Company or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause the Company or any of its subsidiaries to file a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or which otherwise relate to the registration of any securities of the Company. Neither the Company nor any of its subsidiaries owns of record or beneficially any shares of Parent Common Stock.

Capital Structure. The authorized capital stock of the Company ITG consists of 50,000,000 25,100,000 shares, including 25,000,000 shares of ITG Common Stock and 1,000,000 100,000 shares of preferred stock, par value $.0001 0.01 per share (the “Preferred Stock”)share. As of the date of this Agreement, 16,292,071 (i) no shares of ITG preferred stock were issued and outstanding, (ii) 16,749,456 shares of ITG Common Stock were issued and outstanding (including 902,500 shares of ITG Common Stock that are shares of “restricted stock” issued pursuant to the ITG Stock Plan), with the holders of, and amounts of, such ITG Common Stock set forth in Section 3.1(c) of the ITG Disclosure Schedule, (iii) no shares of ITG Common Stock were held by ITG in treasury or by any Company Subsidiary. As its treasury, (iv) 2,009,935 shares of ITG Common Stock were reserved for issuance pursuant to the ITG Stock Plan (including 895,500 shares reserved for issuance pursuant to ITG Stock Options currently outstanding under such ITG Stock Plan), with the holders of, and amount and exercise price, of such outstanding ITG Stock Options set forth in Section 3.1(c) of the date of this Agreement, 1,000,000 ITG Disclosure Schedule and (v) an ITG Stock Option to purchase 50,000 shares of Preferred ITG Common Stock has been issued pursuant to The ITG Stock Option Plan for Nonemployee Directors and is outstanding, with the holder of, and amount and exercise price, of such outstanding ITG Stock Option set forth in Section 3.1(c) of the ITG Disclosure Schedule. All of the issued and outstanding shares of ITG Common Stock have been designated as Class A Preferred Stockduly authorized and are validly issued, of which no shares were issued fully paid, and outstandingnon-assessable. Except as set forth aboveabove or in Section 3.1(c) of the ITG Disclosure Schedule, no other (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock are issued or outstanding as other voting securities of the date ITG, (B) any securities of this Agreement. All issued and outstanding ITG or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of Common Stock are duly authorizedcapital stock or other voting securities of, validly issuedor other ownership interests in, fully paid ITG or any of its Subsidiaries, (C) any warrants, calls, options or other rights to acquire from ITG or any Subsidiary of ITG, and non-assessable no obligation of ITG or any Subsidiary of ITG to issue, any capital stock or other voting securities of, or other ownership interests in, or any securities convertible into or exchangeable or exercisable for capital stock or other voting securities of, or other ownership interests in, ITG or any of its Subsidiaries and have no preemptive rights. As (y) as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities obligations of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company ITG or any Company Subsidiary is a party of ITG to repurchase, redeem or by which otherwise acquire any of them is bound obligating the Company such securities or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities any such securities. Except as set forth in Section 3.1(c) of the Company or ITG Disclosure Schedule, ITG is not a party to any Company Subsidiary or obligating voting agreement with respect to the Company or any Company Subsidiary to issue, grant, extend or enter into voting of any such security, option, warrant, call, right, commitment, agreement or undertakingsecurities.

Capital Structure. The authorized capital stock of the Company Acquiror ----------------- consists of 50,000,000 75,000,000 shares of Common Stock, $.01 par value and no shares of Preferred Stock of which there were issued and outstanding as of the close of business on November 11, 1996, 40,159,798 shares of Common Stock and 1,000,000 no shares of preferred stock, par value $.0001 per share (the “Preferred Stock”. Since the close of business on November 11, 1996, no shares of Acquiror capital stock have been issued except pursuant to the exercise of options outstanding as of November 11, 1996 under the Acquiror Stock Option Plans (as defined below). As of the close of business on November 12, 1996, there were no other outstanding commitments to issue any shares of capital stock or voting securities of Acquiror other than pursuant to the exercise of options outstanding as of that date under the 1983 Incentive Stock Option Plans, the 1986 Stock Option Plan, the Stock Option Plan for Directors, the 1993 Incentive Stock Option Plan, and the 1994 Stock Option Plan, and pursuant to the 1994 Employee Stock Purchase Plan (collectively, the "Acquiror Stock Option Plans"). The authorized capital stock of this Agreement, 16,292,071 Merger Sub consists of 1,000 shares of Common Stock were Stock, $.001 par value, all of which are issued and outstanding and no shares were are held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this AgreementAcquiror. All issued and outstanding shares of Common Stock are Acquiror and Merger Sub have been duly authorized, validly issued, fully paid and non-assessable are nonassessable and have no preemptive rightsfree of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. As of the date close of business on November 12, 1996, Acquiror has reserved 6,545,604 shares of Common Stock for issuance to employees, directors and independent contractors pursuant to the Acquiror Stock Option Plans, net of exercises, cancellations, repurchases and expiration of options of which, as of the close of business on November 11, 1996, 4,965,519 shares were subject to outstanding, unexercised options and 1,580,085 shares remained available for future grant. Other than pursuant to this AgreementAgreement and the Acquiror 1994 Employee Stock Purchase Plan, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company Acquiror or any Company Subsidiary Merger Sub is a party or by which any either of them is bound obligating the Company Acquiror or any Company Subsidiary Merger Sub to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of the capital stock of Acquiror or other equity or voting securities of the Company or any Company Subsidiary Merger Sub or obligating the Company Acquiror or any Company Subsidiary Merger Sub to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. The shares of Acquiror Common Stock to be issued pursuant to the Merger will be duly authorized, agreement or undertakingvalidly issued, fully paid, and non-assessable.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 200,000 shares of Class A Common Stock, 200,000 shares of Class B Common Stock and 1,000,000 100,000 shares of preferred stock, par value $.0001 1.00 per share (the “"Preferred Stock”"). As , of the date of this Agreement, 16,292,071 which 25,000 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been are designated as Class Series A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any 70,571.91 shares of its capital stock other than stock options to acquire up to 231,500 Class A Common Stock and 4,227 shares of Class B Common Stock issued and outstanding and no shares of Common Stock (are held by the “Company Stock Options”) granted on or prior to in its treasury. As of the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02Agreement, there are 2,854 shares of Series A Preferred Stock issued and outstanding and there are 12,177 shares of Class A Common Stock reserved for issuance upon the exercise of the Warrants, 2,840 shares of Class A Common Stock reserved for issuance upon the exercise of the Management Contingent Rights, 1,160 shares of Class A Common Stock reserved for issuance upon the exercise of the Berkshire Contingent Rights. No other shares of capital stock of the Company are reserved for issuance for any other purpose other than shares of Class A Common Stock and Class B Common Stock, respectively, reserved for issuance upon the conversion of such shares into Class B Common Stock and Class A Common Stock, respectively. All the issued and outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable and have not now, and at the Effective Time there will not be, been issued in violation of any outstanding preemptive or similar rights. There are no bonds, debentures, notes or other indebtedness issued or other securities of the Company outstanding having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote"Voting Debt") on any matters on which shareholders holders of the Company Common Stock may vote, except as permitted under the Certificate of Designations, the Securities Purchase Agreement and the Stockholders Agreement. Except as set forth in this Section 3.02provided on Schedule 3.1(c), there are not outstanding securities, no options, warrants, calls, rights, commitments, agreements, arrangements or undertakings agreements of any kind character to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver deliver, or sell, or cause to be be, issued, delivered or sold, additional shares of capital stock or other equity or voting securities any Voting Debt of the Company or any Company Subsidiary of its subsidiaries, or obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend extend, or enter into any such security, option, warrant, call, right, commitment, agreement or undertakingagreement. Except as provided on Schedule 3.1(c), there are no outstanding contractual obligations of the Company to repurchase, redeem, or otherwise acquire any shares of Common Stock or other capital stock of the Company. Except as provided on Schedule 3.1(c), there are no outstanding contractual obligations of any of the Company's subsidiaries to purchase, redeem or otherwise acquire any shares of capital stock of such subsidiaries. Schedule 3.1(c) identifies as of the date of this Agreement the record and beneficial owner, if different, of the issued and outstanding shares of Common Stock and Preferred Stock and the capitalization of each subsidiary of the Company listed on Schedule 3.1(b), including the number of authorized shares of each class of capital stock and the par value (if any) thereof, the number of shares of each class of capital stock held in the treasury of the subsidiary, and the number of issued and outstanding shares of each class of capital stock and the names of (and number of shares held by) the record owners thereof. All the issued and outstanding shares of capital stock of each subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights. Upon Buyer's acquisition of the Shares and the Series A Preferred Shares at the Closing pursuant to the terms and conditions of this Agreement, Buyer will own 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, excluding any capital stock or other securities of the Company that Buyer or any of its Affiliates causes to be issued at or after the Closing.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 75,000,000 shares of Common Stock, par value $0.01 per share. As of July 1, 1997, (i) 27,340,088 shares of Common Stock were issued and 1,000,000 outstanding, and (ii) 1,572,316 shares of preferred stockCommon Stock were reserved for issuance pursuant to the outstanding employee stock options ("Plan Options") granted pursuant to the Stock Plans (as defined in Section 7.04), par value $.0001 per share and other options ("Other Options" and, together with the “Preferred Stock”)Plan Options, the "Stock Options") granted to employees, directors and consultants and former employees, directors and consultants of the Company. As Except as set forth above, as of the date of this Agreement, 16,292,071 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as other voting securities of the date of this AgreementCompany were issued, reserved for issuance or outstanding. All issued and outstanding shares of Common capital stock of the Company are, and all shares which may be issued pursuant to the Stock are Plans or pursuant to the agreements representing outstanding Other Options described in clause (iii) above shall be, when issued and paid for in accordance with the terms of the applicable Stock Plan or Other Option, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there There are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Except as set forth in Section 4.03 of the Disclosure Schedule hereto, as of the date of this Section 3.02Agreement, there are not outstanding any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Significant Subsidiaries is a party or by which any of them is bound obligating the Company or any Company Subsidiary of its Significant Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary of its Significant Subsidiaries or obligating the Company or any Company Subsidiary of its Sig nificant Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement agreement, arrangement or undertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any of its Significant Subsidiaries to purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Significant Subsidiaries or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Significant Subsidiary or any other entity.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 shares of the Company Common Stock Stock, no par value, and 1,000,000 5,000,000 shares of preferred stock, par value $.0001 per share (the “Company's Preferred Stock”), no par value. As At the close of business on December 20, 1996, (i) 25,541,311 shares of the date of this Agreement, 16,292,071 shares of Company Common Stock were issued and outstanding and outstanding, (ii) no shares of the Company Common Stock were held by the Company in treasury or by any its treasury, (iii) 2,356,216 shares of the Company SubsidiaryCommon Stock were reserved for issuance upon exercise of the Stock Options, (iv) 994,908 shares of the Company Common Stock were reserved for issuance upon exercise of Company Stock Options available for grant under the Stock Option Plan, (v) 38,122 shares of the Company Common Stock were reserved for issuance under the Company Purchase Plan, and (vi) 3,000,000 shares of the Company Common Stock were reserved for issuance upon exercise of the Warrants. As of the date of this AgreementDecember 20, 1,000,000 1996, there are no shares of the Company's Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and or outstanding. Except as set forth above, at the close of business on December 20, 1996, no other shares of capital stock are issued or outstanding as other voting securities of the date of this AgreementCompany were issued, reserved for issuance or outstanding. All issued options to purchase shares of Company Common Stock were granted under the Stock Option Plan. There are no outstanding stock appreciation rights of the Company and no outstanding limited stock appreciation rights or other rights to redeem for cash options or warrants of the Company. All outstanding shares of Common capital stock of the Company are, and all shares which may be issued upon the exercise of Stock are Options and Warrants will be, when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and have no not subject to preemptive rights. As of the date of this Agreement, there There are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in above, as of the date of this Section 3.02Agreement, there are not no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any Company Subsidiary of its subsidiaries or obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertaking.,