Common use of Capital Structure Clause in Contracts

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Shares"). As of December 31, 1997, (i) 3,490,835 Class A Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares (i) 8,000,000 shares of Company Common Stock and 10,000,000 (ii) 75,000,000 shares of preferred stock, par value $0.01 0.001 per share (“Company Preferred Stock” and, together with the "Preferred Shares"Company Common Stock, the “Company Capital Stock”). As At the close of December 31business on November 6, 1997, 2020 (ithe “Measurement Date”): (A) 3,490,835 Class A Shares 4,305,119 shares of Company Common Stock were issued and outstanding, and (iiB) 5,892,756 Class B Shares no shares of Company Preferred Stock were issued and outstanding; (b) As of the date of this Agreement, there are 58,775 shares of Company Common Stock subject to outstanding Company Stock Awards and 12,182 shares of Company Common Stock subject to outstanding Company RSU Awards. (iiic) All outstanding shares of Company Common Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. All outstanding shares of Company Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable Contracts. As of the close of business on the Measurement Date, except as set forth in this Section 4.2 and in the Transaction Support Agreement, there are no Shares were held by outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company or by any of its Subsidiaries any capital stock of the Company's subsidiariesCompany or securities convertible into or exchangeable or exercisable for capital stock of the Company (and the exercise, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the conversion, purchase, exchange or other similar price thereof). All outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities interests of the Subsidiaries of the Company are issuedowned by the Company, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise a direct or indirect wholly owned Subsidiary of the outstanding Company Options. All outstanding shares Company, are free and clear of capital stock of the Company areall Encumbrances, other than Permitted Encumbrances, and all Shares which may be issued pursuant to the Option Plans will, when issued, be have been duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsnonassessable. Except as set forth on Schedule 4.3in this Section 4.2, and except for changes since the Measurement Date resulting from the exercise of stock options outstanding at such date, or stock grants or other awards granted in accordance with Section 6.1(b)(ii), there are outstanding: (1) no shares of Company 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 Company Capital Stock, Voting Debt or other voting securities of the Company; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which the Company or any Subsidiary of the Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or any Voting Debt or other voting securities of the Company, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. Other than the Transaction Support Agreement, there are not any bondsstockholder agreements, debentures, notes voting trusts or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind agreements to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them it is bound obligating relating to the Company or any 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 or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities interest of the Company or any of its subsidiaries Subsidiaries. No Subsidiary of the Company owns any shares of Company Common Stock or any securities other shares of Company Capital Stock. (d) As of the type described date of this Agreement, neither the Company nor any of its Subsidiaries has any (i) interests in a material joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person or (ii) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 4.2 of the two immediately preceding sentencesCompany Disclosure Letter. (e) Except as set forth in Schedule 4.2 of the Company Disclosure Letter, all of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of the Company are owned by the Company, directly or indirectly, all such shares or equity ownership interests are set forth in Schedule 4.2 of the Company Disclosure Letter, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.

Capital Structure. (i) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 10,000,000,000 shares of preferred stockCommon Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock, par value $0.01 .01 per share share, of which, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Preferred SharesStock Plans"). As , 41,748,273 shares of December 31, 1997, (i) 3,490,835 Class A Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were Common Stock reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company Optionsis obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (vieach, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) 300,000 Class A Shares the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and no Class B Shares were reserved for issuance number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the ESPPexercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and (vii) no restricted shares were made under the Stock Plans. Each of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no the outstanding shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise each of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to preemptive rightstime only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth on Schedule 4.3above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other indebtedness or securities obligations the holders of the Company having which have the right to vote (or 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. Other Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of its subsidiaries is a party or by which any Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of them is bound obligating 1976, as amended (the Company or any 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 or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences"▇▇▇ ▇▇▇").

Capital Structure. (i) The authorized capital stock of the Company consists solely of 50,000,000 Class A Shares, 10,000,000 Class B Shares 30,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.01 .01 per share (the "Preferred SharesPREFERRED STOCK"). As of December 31June 9, 19971998, (i) 3,490,835 Class A Shares 14,766,575 shares of Company Common Stock were issued and outstanding, (ii) 5,892,756 Class B Shares no shares of Preferred Stock were issued and outstanding, (iii) no Shares shares of capital stock were held by in the treasury of the Company or by any and 2,510,021 shares of the Company's subsidiaries, (iv) 10,500 Class A Shares Company Common Stock were reserved for issuance pursuant to the outstanding Company OptionsBenefit Plans and Warrants of the Company. Since such date, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and there have been no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no issuances of shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, or any other securities of the Company other than issuances of shares pursuant to options or rights outstanding as of such date under the Company Benefit Plans. All issued and outstanding shares of the capital stock of the Company are and all Shares which may be shares reserved for issuance will be, when issued in accordance with the terms specified in the commitments or agreements pursuant to the Option Plans willwhich they are issuable, when issued, be duly authorized, validly issued, fully paid and nonassessable nonassessable, and not subject no class of capital stock is entitled to preemptive rights. Except as set forth on Schedule 4.3As of June 9, there are not any bonds, debentures, notes or other indebtedness or securities of 1998 except for (i) options representing in the Company having aggregate the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders purchase 1,375,414 shares of Company Common Stock under the Company may vote. Other than the Shares, Company Options, Option Benefit Plans and (ii) 809,014 Warrants validly issued and currently exercisable for 809,014 shares of Company Common Stock in the ESPP, or as set forth on Schedule 4.3aggregate, there are were no, and at the Effective Time (except pursuant to this Agreement) there will not any be any, outstanding securities, options, subscriptions, warrants, calls, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, agreementsunderstandings or arrangements, arrangements including any right of conversion or undertakings of exchange under any kind to which the Company outstanding security, instrument or any of its subsidiaries is a party or by which any of them is bound agreement (together, "OPTIONS") obligating the Company or any of its subsidiaries Subsidiaries to issue, deliver or sell, sell or cause to be issued, delivered or sold, additional sold any shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement Option with respect thereto or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares share of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences.Company. The

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.01 per share (share. At the "Preferred Shares"). As close of December business on January 31, 19971998, (i) 3,490,835 Class A Shares 11,293,394 shares of Common Stock and no shares of preferred stock of the Company were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares shares of Common Stock were held by the Company or in its treasury, (iii) 1,072,012 shares of Common Stock were reserved for issuance pursuant to outstanding stock options granted under the 1995 Stock Option Plan to purchase shares of Common Stock ("Employee Stock Options") and an additional 96,158 shares of Common Stock were available for the grant of Employee Stock Options pursuant to such plan (and upon approval by any of the Company's subsidiariesstockholders of a pending proposal there will be 600,000 additional shares of Common Stock as to which options can be granted under the 1995 Stock Option Plan), (iv) 10,500 Class A Shares no shares of Common Stock were reserved for issuance pursuant to outstanding stock options granted under the Directors Stock Option Plan to purchase shares of Common Stock ("Director Stock Options") and an additional 62,500 shares of Common Stock were available for the grant of Director Stock Options pursuant to such plan, (v) 391,500 shares of Common Stock were reserved for issuance pursuant to the outstanding Company OptionsCompany's convertible note with UUNET Technologies, Inc., and (vvi) 629,150 Class B Shares 887,647 shares of Common Stock were reserved for issuance pursuant to upon the exercise of outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstandingwarrants. Except as set forth above or as otherwise expressly provided herein, at the close of business on Schedule 4.3January 31, 1998, no shares of capital stock or other equity or voting securities of the Company are were issued, reserved for issuance or outstandingoutstanding and except as set forth on Schedule 3.01(c), except for Shares referred there are not any phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any capital stock of the Company ("Stock Equivalents"). There are no outstanding stock appreciation rights ("SARs") with respect to Common Stock that were not granted in clauses (iv) tandem with a related Employee Stock Option. When issued and (v) above which may sold to Sprint, the Convertible Preferred Stock and the Convertible Notes will be duly authorized, validly issued, fully paid and non-assessable and free and clear of all Liens. The Newco Common Stock issued upon exercise conversion of the outstanding Company OptionsConvertible Preferred Stock and the Convertible Notes, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all Liens. Other than this Agreement and the Ancillary Agreements, the Convertible Preferred Stock and the Convertible Notes are not, and the Newco Common Stock issuable upon conversion of the Convertible Preferred Stock and the Convertible Notes will not be, subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, including any such agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting or disposition of the Convertible Preferred Stock or the Convertible Notes. All outstanding shares of capital stock of the Company are, and all Shares which shares that may be issued pursuant to any stock plans and the Option Plans willother agreements and instruments listed above will be, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on above and in Schedule 4.33.01(c), there are not any bondsand as otherwise expressly set forth in this Agreement, debenturesand except for changes since January 31, 1998 resulting from the grant or exercise of Employee Stock Options, Director Stock Options, or warrants and the conversion of notes or other indebtedness or securities described in clauses (v) and (vi) above, as of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders date of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3this Agreement, there are not any securities, options, warrants, calls, rightsrights to purchase, rights of first refusal, securities convertible into or exchangeable for voting securities, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sellsell or create, or cause to be issued, delivered or soldsold or created, additional shares of capital stock or other equity or voting securities or Stock Equivalents of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingundertaking (collectively referred to as "Dilutable Securities"). There As of the date of this Agreement, there are no not any outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesCompany, except pursuant to existing employee arrangements.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stockCommon Capital Stock and 300,000 shares of Cumulative Preferred Stock. The Common Capital Stock is divided into two series, par value $0.01 per share (the "Preferred Shares")Common Stock and the Series B Common Stock, of which there are 44,000,000 authorized shares of Common Stock and 6,000,000 authorized shares of Series B Common Stock. As At the close of December 31, 1997business on July 26 2013, (i) 3,490,835 Class A Shares 9,684,631 shares of Common Stock were issued and outstandingoutstanding (including 48,759 unvested shares under Company Stock-Based Awards), (ii) 5,892,756 Class B Shares 525,489 shares of Common Stock were issued and outstandingheld in treasury, (iii) no Shares 1,087,865 shares of Common Stock were held by reserved for issuance under the Company or by any of the Company's subsidiariesStock Plans, (iv) 10,500 Class A Shares no shares of Series B Common Stock were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPPoutstanding, and (viiv) no shares of Cumulative Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans willCommon Stock, when issuedissued in accordance with the terms thereof, be were duly authorized, validly issued, fully paid and nonassessable non-assessable and free of pre-emptive rights and all Liens. Section 5.02(a) of the Company Disclosure Schedule sets forth a complete and correct list as of July 26, 2013 of all outstanding Company Stock-Based Awards, Company Stock Options and each right of any kind, contingent or accrued, to receive shares of Common Stock (other than the Top-Up Option) or benefits measured in whole or in part by the value of a number of shares of Common Stock granted under the Company Stock Plans, Company Benefit Plans or otherwise (including restricted stock units, phantom units, deferred stock units and dividend equivalents), the number of shares of Common Stock issuable thereunder or with respect thereto and the exercise price (if any) and the Company has granted no other such awards since July 26, 2013 and prior to the date hereof. (b) All outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and non-assessable, were not subject to issued in violation of any preemptive or similar rights. , purchase option, call or right of first refusal or similar rights, and are owned by the Company or by a wholly owned Subsidiary of the Company, free and clear of all Liens. (c) Except as set forth on Schedule 4.3in subsection (a) above, there are as of the date hereof, (i) the Company does not have any bonds, debentures, notes shares of its capital stock or other indebtedness voting securities issued or securities outstanding other than shares of the Company having the right to vote (or convertible intoCommon Stock that have become outstanding after July 26, or exchangeable for2013, securities having the right to vote) on any matters on which shareholders were reserved for issuance as of the Company may vote. Other than the SharesJuly 26, Company Options, Option Plans and the ESPP, or 2013 as set forth on Schedule 4.3, in subsection (a) above with respect to awards outstanding as of such date under Company Stock Plans and (ii) there are not any securitiesno outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, or other similar rights, commitmentsundertakings, agreements, arrangements agreements or undertakings commitments of any kind to which the Company or any of its subsidiaries the Company’s Subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries the Company’s Subsidiaries to (A) issue, deliver transfer or sell, or cause to be issued, delivered transferred or sold, additional any shares of capital stock or other equity or voting securities interests of the Company or any Subsidiary of any of its subsidiaries or obligating the Company or any of its subsidiaries to securities convertible into or exchangeable for such shares or equity interests, (B) issue, grant, extend or enter into any such securitysubscription, option, warrant, call, convertible securities or other similar right, commitmentundertaking, agreementagreement or arrangement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to (C) repurchase, redeem or otherwise acquire or dispose of any such shares of capital stock or other equity interests, (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary, or (E) 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 Common Stock. Except for the issuance of shares of Common Stock that were reserved for issuance as set forth in subsection (a) above, and from July 26, 2013, to the date hereof, the Company has not declared or paid any dividend or distribution in respect of the Common Stock, and has not issued, sold, repurchased, redeemed or otherwise acquired any Common Stock, and its Board of Directors has not authorized any of the foregoing. (d) Except for awards to acquire or receive shares of Common Stock under a Company Stock Plan, neither the Company nor any of its Subsidiaries has 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 shareholders of the Company on any matter. (e) There are no voting securities trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock or other equity interest of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesSubsidiaries.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares36,310,000 shares of Company Common Stock, 10,000,000 Class B Shares 12,300,000 shares of nonvoting common stock, par value $0.01 per share (the "Company Nonvoting Common Stock") and 10,000,000 1,000,000 shares of preferred stock, par value $0.01 per share (the "Company Preferred SharesStock"), of which 36,310 shares of Company Preferred Stock have been designated as Series A Junior Participating Preferred Stock (the "Company Series A Preferred Stock"). As of December 31the close of business on April 30, 19972002, (i) 3,490,835 Class A Shares 15,306,095 shares of Company Common Stock (excluding shares held by the Company as treasury shares) were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares shares of Company Common Stock were held by the Company or by any of the Company's subsidiariesas treasury shares, (iviii) 10,500 Class A Shares 1,458,610 shares of Company Common Stock were reserved and available for issuance pursuant to the 1994 Long-Term Incentive Plan, the 1997 Non-Employee Director Stock Option Plan and the 1997 Executive Deferred Compensation Stock Option Plan (such plans, collectively, the "Company Stock Plans"), (iv) 1,458,610 shares of Company Common Stock were subject to outstanding options or other rights to purchase shares of Company Common Stock granted under the Company Stock Plans (the "Company Stock Options"), (v) 629,150 Class B Shares 36,310 shares of Company Series A Preferred Stock were reserved authorized for issuance upon the exercise of the rights (the "Rights") distributed to the holders of Company Common Stock pursuant to the outstanding Rights Agreement dated as of December 28, 2000, between the Company Optionsand Mellon Investor Services LLC, as rights agent (the "Rights Agreement"), (vi) 300,000 Class A Shares no shares of Company Nonvoting Common Stock were issued and no Class B Shares outstanding or were reserved for issuance pursuant to held by the ESPP, Company in its treasury and (vii) no shares of Company Preferred Stock were issued and outstanding or were held by the Company in its treasury. Section 3.01(c) of the Company Disclosure Schedule sets forth a true, complete and correct list, as of the close of business on April 30, 2002, of all outstanding Company Stock Options, the number of shares of Company Common Stock subject to each Company Stock Option, the grant dates, exercise prices, expiration dates and vesting schedule of each Company Stock Option and the names of the holders thereof. All Company Stock Options may, by their terms, be converted into an option to acquire Parent Common Stock in accordance with and to the extent provided by Section 5.05. Each Company Stock Option intended to qualify as an "incentive stock option" under Section 422 of the Code so qualifies. Except as set forth above, as of the close of business on April 30, 2002, no shares of capital stock of, or other equity or voting interests in, the Company or options, warrants or other rights to acquire any such stock, securities or interests were issued, reserved for issuance or outstanding. Except as set forth above During the period from April 30, 2002, to the date of this Agreement (A) there have been no issuances by the Company or on Schedule 4.3, no any of its Subsidiaries of shares of capital stock of, or other equity or voting securities of interests in, the Company are issuedor any of its Subsidiaries, reserved for issuance or outstandingother than issuances of shares of Company Common Stock pursuant to the exercise of Company Stock Options outstanding on such date as required by their terms as in effect on the date of this Agreement, except for Shares referred to in clauses (iv) and (vB) above which may be issued upon exercise there have been no issuances by the Company or any of its Subsidiaries of options, warrants or other rights to acquire shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. There are no outstanding stock appreciation rights, "phantom" stock rights, performance units or other rights (other than the Rights and the Company Stock Options) that are linked to the price of Company Common Stock granted under the Company Stock Plans or otherwise. All outstanding shares of capital stock of the Company Common Stock are, and all Shares which shares that may be issued pursuant to the Option Company Stock Plans willwill be, when issuedissued in accordance with the terms thereof, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there There are not any no bonds, debentures, notes or other indebtedness or securities of the Company or any of its Subsidiaries, and, except as set forth above, no securities or other instruments or obligations of the Company or any of its Subsidiaries, in each case having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company or any of its Subsidiaries may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above, there are not any no securities, options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings Contracts of any kind to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound obligating the Company or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or of any of its subsidiaries Subsidiaries or obligating the Company or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement right or undertakingContract. There are no not outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities contractual obligations of the Company or any of its subsidiaries Subsidiaries to (1) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any securities of its Subsidiaries or (2) vote or dispose of any shares of the type described in capital stock of, or other equity or voting interests in, the two immediately preceding sentencesCompany or any of its Subsidiaries. As of the date of this Agreement, there are no irrevocable proxies and no voting agreements to which the Company is a party with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. As of the date of this Agreement, the outstanding indebtedness of the Company and its subsidiaries is as set forth on Section 3.01(c) of the Company Disclosure Schedule. There are no outstanding guarantees (or any similar instruments or contracts) of indebtedness by the Company or any of its subsidiaries.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 50,000,000 Class A Shares15,000,000 shares of Common stock, 10,000,000 Class B Shares $0.01 par value, of which there were issued and outstanding as of the close of business on May 15, 2001, 7,889,987 shares, and 10,000,000 shares of preferred stock, Preferred Stock $0.01 par value $0.01 per share (the "of which 150,000 shares have been designated as Series A Participating Preferred Shares")Stock. As of December 31, 1997, (i) 3,490,835 Class A Shares the date of this Agreement there were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or issued and outstanding. Except as set forth above No shares of Company Common Stock are held in treasury of Company or on Schedule 4.3, by its subsidiaries. There are no other outstanding shares of capital stock or other equity voting securities and no outstanding commitments to issue any shares of capital stock or voting securities securities, except pursuant to the exercise of options outstanding as of such date under the Company are issued, reserved for issuance Stock Option Plans or outstanding, except for Shares referred pursuant to in clauses the Company's 1995 Employee Stock Purchase Plan (iv) and (v) above which may be issued upon exercise of the outstanding "Company Options------- ESPP"). All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Common Stock are duly authorized, ---- validly issued, fully paid and nonassessable non-assessable and are free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Articles of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is bound. Company has reserved (i) 3,537,000 shares of Common Stock for issuance to employees, consultants and directors pursuant to the Company Stock Option Plans, of which , as of the date of this Agreement, 558,160 shares have been issued pursuant to option exercises or direct stock purchases, 2,397,305 shares are subject to outstanding, unexercised options, none are subject to outstanding stock purchase rights, and 581,535 shares are available for issuance thereunder and (ii) 450,000 shares of Common Stock for issuance to employees pursuant to the Company ESPP, of which, as of the date of this Agreement, 207,732 shares have been issued. Between May 15, 2001 and the date hereof, Company has not (i) issued or granted additional options under the Company Stock Option Plans, or (ii) accepted enrollments in the Company ESPP. Except as set forth on Schedule 4.3for (i) the rights created pursuant to this Agreement, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Stock Option Plans and the ESPP, or as set forth on Schedule 4.3Company ESPP and (ii) Company's rights to repurchase any unvested shares under the Company Stock Option Plans, there are not any securities, no other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company or any of its subsidiaries is a party or by which any of them it is bound obligating the Company or any of its subsidiaries 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 of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. There are no outstanding rightscontracts, commitmentscommitments or agreements relating to voting, agreementspurchase or sale of Company's capital stock (other than those granting Company the right to purchase unvested shares upon employment or service termination, arrangements and the Shareholder Agreement) (i) between or undertakings of any kind obligating the among Company or and any of its subsidiaries shareholders and (ii) to repurchasethe best of Company's knowledge, redeem between or otherwise acquire or dispose among any of any shares of capital stock or other equity or voting securities Company's shareholders. The terms of the Company Stock Option Plans permit the assumption of options to purchase Parent Common Stock as provided in this Agreement, without the consent or any of its subsidiaries or any securities approval of the type described holders of such securities, shareholders, or otherwise. The current "Offering Period" (as defined in the two immediately preceding sentencesCompany ESPP) commenced under the --------------- Company ESPP on February 1, 2000 and will end on the date provided for in Section 5.9(c), and except for the purchase rights granted on such commencement date to participants in the current Offering Period, there are no other purchase rights or options outstanding under the Company ESPP. The terms of the Company ESPP permit the Company to shorten and terminate Offering Periods without the consent or approval of participants in the ESPP, shareholders, or otherwise. True and complete copies of all agreements and instruments relating to or issued under the Company Stock Option Plans or Company ESPP (or form, in the case of instruments in standard form) have been made available to Parent and such agreements and instruments have not been amended, modified or supplemented since being made available to Parent, and there are no agreements to amend, modify or supplement such agreements or instruments in any case from the form made available to Parent. The shares of Company Common Stock issued under the Company Stock Option Plans, as amended and under all prior versions thereof, have either been registered under the Securities Act or were issued in transactions which qualified for exemptions pursuant to Rule 701 under the Securities Act for stock issuances under compensatory benefit plans.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 300,000,000 shares of Company Class A SharesCommon Stock, 10,000,000 150,000,000 shares of Company Class B Shares Common Stock and 10,000,000 100,000,000 shares of preferred stock, $.01 par value $0.01 per share value, of the Company (the "Company Preferred SharesStock"). As At the close of December business on January 31, 1997, (i) 3,490,835 44,957,557 shares of Company Class A Shares Common Stock were issued and outstanding, (ii) 5,892,756 51,407,868 shares of Company Class B Shares Common Stock were issued and outstanding, (iii) no Shares shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company or by any of the Company's subsidiariesin its treasury, (ivv) 10,500 5,512,500 shares of Company Class A Shares Common Stock were reserved for issuance pursuant to the outstanding Company Options, s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (vthe "Company Stock Plans") 629,150 and (vi) 51,407,868 shares of Company Class B Shares A Common Stock were reserved for issuance pursuant to the outstanding upon conversion of Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to Common Stock in accordance with the ESPPterms of the Company's Restated Certificate of Incorporation. Except as set forth above, and (vii) at the close of business on January 31, 1997, no shares of Preferred Stock capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements stock appreciation rights or undertakings of any kind obligating rights (other than options to acquire Company Class A Common Stock granted under the Company or any of its subsidiaries Stock Plans ("Employee Stock Options")) to repurchase, redeem or otherwise acquire or dispose of any receive shares of capital stock Company Common Stock on a deferred basis granted under the Company Stock Plans or other equity or voting securities otherwise. Section 4.01(c) of the Company or any Disclosure Schedule sets forth a complete and correct list, as of its subsidiaries or any securities January 31, 1997, of the type described in holders of all Employee Stock Options, the two immediately preceding sentences.number of shares subject to each such option and the exercise prices thereof. All

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B 95,000,000 Common Shares and 10,000,000 shares of preferred stock, par value $0.01 per share (the "5,000,000 Preferred Shares"). As of December 31, 1997, the Capitalization Time: (i) 3,490,835 Class A 34,400,502 Common Shares were issued and outstanding, (ii) 5,892,756 Class B no Common Shares were issued and outstandingheld by the Company in its treasury, (iii) 1,777,778 Preferred Shares were issued and outstanding and no Preferred Shares were held by the Company or by any of the Company's subsidiaries, in its treasury; (iv) 10,500 Class A $6,888,000 aggregate principal amount of Company Notes were issued and outstanding; and (v) no Common Shares were reserved for issuance other than (A) 3,522,799 Common Shares reserved for issuance pursuant to the Company’s Stock Plans, assuming maximum performance under outstanding Company Equity Awards, (B) 129,546 Common Shares reserved for issuance in respect of the Company Notes and (C) 5,333,334 Common Shares reserved for issuance in respect of the Preferred Shares. From the Capitalization Time until the time at which this Agreement is executed, no Common Shares or Preferred Shares or securities convertible into or exercisable for Common Shares or Preferred Shares (including for the avoidance of doubt Company Options, Company PSUs or Company RSUs) have been repurchased or redeemed or issued (v) 629,150 Class B Shares were reserved for issuance other than with respect to the exercise, vesting or settlement of Company Equity Awards outstanding prior to the Capitalization Time and pursuant to the outstanding Company Options, terms of the applicable Stock Plan in effect on the Capitalization Time). (vib) 300,000 Class A Except for the Preferred Shares and no Class B Shares were reserved Company Notes, neither the Company nor any of its Subsidiaries have outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for issuance securities having the right to vote) with the stockholders of the Company on any matter or with the equity holders of any of the Company’s Subsidiaries on any matter, respectively. (c) Each Company Option (i) was granted in compliance with all applicable Laws and all the terms and conditions of the Stock Plan pursuant to the ESPPwhich it was issued, and (viiii) no shares has an exercise price per Common Share equal to or greater than the fair market value of Preferred Stock were issueda Share on the date of such grant. (d) Section 5.2(d) of the Company Disclosure Schedule sets forth, reserved as of the date of this Agreement: (i) each of the Company’s Subsidiaries; (ii) whether or not each such Subsidiary is a Wholly Owned Subsidiary (any Subsidiary that is not a Wholly Owned Subsidiary, a “Non-Wholly Owned Subsidiary”); and (iii) for issuance or outstanding. Except as set forth above or on Schedule 4.3each Non-Wholly Owned Subsidiary, no shares (A) the percentage of the Company’s ownership interest and the number and type of capital stock or other equity securities owned by the Company in each such Subsidiary, and (B) the percentage of such other Person or voting Persons’ ownership interest and the number and type of capital stock or other securities owned by such other Person or Persons in each such Subsidiary, and the name and jurisdiction of organization of such other Person or Persons. (e) All of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are(including, for the avoidance of doubt, the Common Shares and all Shares which may be issued pursuant to the Option Plans will, when Preferred Shares) have been duly authorized and are validly issued, fully paid and non-assessable and free and clear of any Encumbrance (other than any Permitted Encumbrance). Upon the issuance of any Common Shares in accordance with the terms of the Stock Plans in effect at the Capitalization Time, such Common Shares will be duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rightsfree and clear of any Encumbrance (other than any Permitted Encumbrance). Each of the outstanding shares of capital stock of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable and, except for any shares of capital stock or other securities of any Non-Wholly Owned Subsidiaries owned by such Persons contemplated by Section 5.2(d)(iii)(B), owned by the Company or by a Wholly Owned Subsidiary of the Company, free and clear of any Encumbrance (other than any Permitted Encumbrance). (f) Except as set forth on Schedule 4.3in Section 5.2(a), Section 5.2(b), Section 5.2(c), Section 5.2(e) and the Company Notes, there are not any bondsno preemptive, debentures, notes antidilutive or other indebtedness or securities of the Company having the right to vote (or convertible intooutstanding rights, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securitiessubscriptions, options, warrants, calls, conversion rights, commitmentsexchangeable rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or undertakings rights of any kind that obligate the Company or any of its Subsidiaries to issue, transfer, exchange, register, redeem, acquire or sell any shares of capital stock, equity or voting interest or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person other than the Company a right to subscribe for, purchase or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (g) Except for the Support Agreements, there are no voting agreements, voting trusts, stockholders agreements, proxies or other agreements or understandings to which the Company or any of its subsidiaries Subsidiaries is a party with respect to the voting of the capital stock or by which any of them is bound obligating other equity interest of, restricting the transfer of, or providing for registration rights with respect to, the Company or any 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 or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesSubsidiaries.

Capital Structure. The At the date hereof, the authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 90,000,000 shares of preferred stockCompany Common Stock, and 5,000,000 shares of Preferred Stock, $.01 par value $0.01 per share (the "Company Preferred SharesStock"). As At the close of December 31business on January 16, 19971998, (i) 3,490,835 Class A Shares 35,306,657 shares of Company Common Stock (and associated Rights) were issued and outstanding, (ii) 5,892,756 Class B Shares 2,070,000 shares of Convertible Preferred Stock were issued and outstanding, (iii) no Shares shares of Company Common Stock were held by in the treasury of the Company or by any of the Company's subsidiariesits Subsidiaries, (iv) 10,500 Class A Shares 6,307,000 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Compensation Program, as amended, options to purchase 5,485,743 shares of Company Common Stock had been issued and were outstanding Company Optionspursuant to such Stock Compensation Program, (v) 629,150 Class B Shares 1,000,000 shares of Company Common Stock were reserved for issuance pursuant to the Company's 401(k) Plan, dated as of October 14, 1993, as amended, and as of December 31, 1997, no shares of Company Common Stock had been issued and were outstanding Company Optionspursuant to such 401(k) Plan, (vi) 300,000 Class A Shares and no Class B Shares 6,742,671 shares of Company Common Stock were reserved for issuance pursuant to the ESPPCertificate of Designation, and (viivi) no shares of Preferred Company Common Stock were reserved in connection with the Rights Agreement dated October 6, 1997 (the "Rights Agreement") between the Company and Continental Stock Transfer & Trust Company pursuant to which the Company declared a dividend on October 6, 1997 of one preferred share purchase right (a "Right") for each outstanding share of Company Common Stock. Except as set forth above, at the close of business on January 16, 1998, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. All the outstanding shares of Company Common Stock were validly issued, fully paid and nonassessable and free of preemptive rights. Except as otherwise set forth above in a disclosure letter making reference to this section, there are no options, warrants, calls, rights or on Schedule 4.3, no shares of capital stock or other equity or voting securities of agreements to which the Company are or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, or sell, or cause to be issued, reserved for issuance delivered or outstandingsold, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding additional shares of capital stock of the Company areor any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, and all Shares which may be issued pursuant extend or enter into any such option, warrant, call, right or agreement. Except as otherwise set forth in a disclosure letter making reference to this section, each outstanding share of capital stock of each Subsidiary of the Option Plans will, when issued, be Company that is a corporation is duly authorized, validly issued, fully paid and nonassessable and, except as disclosed in the Company SEC Documents (as defined in Section 3.5) filed prior to the date of this Agreement, each such share that is owned by the Company or another Subsidiary of the Company, is owned free and clear of all Liens. As of the date of this Agreement, the Company does not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not have outstanding any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as otherwise set forth on Schedule 4.3in a disclosure letter making reference to this section, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings no outstanding contractual obligations of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities Subsidiaries. Exhibit 21 to the Company's Annual Report on Form 10-K for the year ended March 31, 1997, as filed with the SEC (the "Company Annual Report"), is a true, accurate and correct statement in all material respects of all the information required to be set forth therein by the rules and regulations of the type described in the two immediately preceding sentencesSEC.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 200,000,000 shares of Company Common Stock and 10,000,000 24,000,000 shares of preferred stock, par value $0.01 1.00 per share ("Company Preferred Stock" and, together with the Company Common Stock, the "Preferred SharesCompany Capital Stock"). As At the close of December business on July 31, 19972005, (i) 3,490,835 Class A Shares 79,943,633 shares of Company Common Stock (each together with a Company Right) and no shares of Company Preferred Stock were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares 37,206,960 shares of Company Common Stock were held by the Company or by any of the Company's subsidiariesin its treasury, (iviii) 10,500 Class A Shares 7,521,608 shares of Company Common Stock were subject to outstanding Company Stock Options and 891,921 additional shares of Company Common Stock were reserved for issuance pursuant to the outstanding Company OptionsStock Plans, (vother than any shares reserved under the Employee Discount Stock Purchase Plan) 629,150 Class B Shares and (iv) 4,000,000 shares of Company Preferred Stock were reserved for issuance in connection with the rights (the "Company Rights") issued pursuant to the outstanding Rights Agreement dated as of February 12, 1998 (as amended from time to time, the "Company OptionsRights Agreement"), (vi) 300,000 Class A Shares between the Company and no Class B Shares were reserved for issuance pursuant to Computershare Investor Services, LLC, as Rights Agent. Except as set forth above, at the ESPPclose of business on July 31, and (vii) 2005, no shares of Preferred Stock capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3During the period from July 31, 2005 to the date of this Agreement, (x) there have been no issuances by the Company of shares of capital stock or other equity or voting securities of the Company are issued, reserved for other than issuances of shares of Company Common Stock pursuant to the exercise of Company Stock Options outstanding on such date as required by their terms as in effect on the date of such issuance or outstanding, except for Shares referred to in clauses (iv) and (vy) above which may be issued upon exercise there have been no issuances by the Company of options, warrants or other rights to acquire shares of capital stock or other voting securities of the Company. There are no outstanding stock appreciation rights linked to the price of the Company OptionsCommon Stock that were not granted in tandem with a related Company Stock Option. All outstanding shares of capital stock of the Company Capital Stock are, and all Shares which such shares that may be issued pursuant prior to the Option Plans will, Effective Time will be when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any Contract to which the Company is a party or otherwise bound. Except as set forth on Schedule 4.3, there There are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the Company Capital Stock may votevote ("Voting Company Debt"). Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above, as of the date of this Agreement, there are not any 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 of its subsidiaries Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any of its subsidiaries 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 of its subsidiaries Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any of its subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, unit, commitment, agreementContract, 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. There As of the date of this Agreement, there are no not any outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any of its subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities Company Subsidiary. The Company has made available to Parent a complete and correct copy of the type described Company Rights Agreement, as amended to the date of this Agreement. (b) The Company has delivered or made available to Parent a true, complete and correct list of all outstanding Company Stock Options, the number of shares of Company Common Stock subject to each such Company Stock Option, the grant dates, exercise prices, expiration dates and vesting schedule of each such Company Stock Option and the names of the holders of each Company Stock Option. All outstanding Company Stock Options are evidenced by the forms of Company Stock Option agreements delivered or made available to Parent, and no Company Stock Option agreement contains terms that are materially inconsistent with, or in addition in any material respect to, the two immediately preceding sentencesterms contained therein.

Capital Structure. The As of the date hereof, the authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 30,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.01 .01 per share share, of the Company (the "Company Preferred SharesStock"). As At the close of December 31business on October 22, 1997, 1999 (except as otherwise indicated): (i) 3,490,835 Class A Shares 18,183,374 shares of Company Common Stock were issued and outstanding, ; (ii) 5,892,756 Class B Shares were issued 100,000, 333,224, 1,300,000, 350,000, 150,000, and outstanding, (iii) no Shares were held by the 427,420 shares of Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares Common Stock were reserved for issuance pursuant to the Company's 1996 Non-Employee Director Stock Option Plan, the Company's Service Center Stock Option Plan, the Company's 1996 Incentive Stock Plan, the Company's 1996 Employee Stock Purchase Plan, the Company's 1997 Non-Qualified Stock Purchase Plan and the Company's 1997 Non-Qualified Stock Option Plan (collectively, the "Company Stock Plans"), respectively; (iii) as of September 30, 1999, 2,166,451 shares of Company Common Stock were subject to issuance pursuant to outstanding options under the Company Options, Stock Plans; (viv) 629,150 Class B Shares were 365,527 shares of Company Common Stock are reserved for issuance pursuant to warrants (the outstanding "Company Options, Warrants") to purchase shares of Company Common Stock upon the terms and conditions set forth on Schedule 3.1(b)(iv) of the Company Disclosure Schedule; (viv) 300,000 Class A Shares and no Class B Shares were 20,000 shares of Company Common Stock are reserved for issuance pursuant to restricted stock awards ("Restricted Stock Awards") having the ESPP, terms and conditions set forth on Schedule 3.1(b)(v) of the Company Disclosure Schedule; (vi) no shares of Company Common Stock were held by the Company in its treasury or by its wholly owned Subsidiaries; (vii) no shares of Company Preferred Stock were issued, reserved issued and outstanding; and (viii) except for issuance or outstanding. Except as set forth above or the $13,801,853 aggregate principal amount of the Company's convertible subordinated notes identified on Schedule 4.3, no shares of capital stock or other equity or voting securities 3.1(b)(viii) of the Company are issuedDisclosure Schedule (the "Company Convertible Notes"), reserved for issuance or outstanding, except for Shares referred to in clauses (ivwhich is convertible into an aggregate of 410,831 shares of Company Common Stock upon the terms and conditions set forth on Schedule 3.1(b)(viii) and (v) above which may be issued upon exercise of the outstanding Company OptionsDisclosure Schedule, no Voting Debt (as defined below) was issued and outstanding. The term "Voting Debt" means bonds, debentures, notes or other indebtedness having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of the Company or Parent, as the case may be, may vote. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, Common Stock are validly issued, fully paid and nonassessable and are not subject to preemptive rights. Except as set forth on Schedule 4.33.1(b)(ix) of the Company Disclosure Schedule, 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, charges, encumbrances, claims and options of any nature. Except as set forth in this Section 3.1(b) or Schedule 3.1(b)(x) of the Company Disclosure Schedule and except for changes since October 22, 1999 resulting from the exercise of stock options granted pursuant to, or from issuances or purchases under, the Company Stock Plans, the Company Warrants or the Company Convertible Notes or as contemplated by this Agreement, there are not any bondsoutstanding: (i) no shares of capital stock, debentures, notes Voting Debt or other indebtedness or voting securities of the Company; (ii) no securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders Subsidiary of the Company may vote. Other than convertible into or exchangeable for shares of capital stock, Voting Debt or other voting securities of the Shares, Company Options, Option Plans or any Subsidiary of the Company; and the ESPP, or as set forth on Schedule 4.3, there are not any securities, (iii) no options, warrants, calls, rights (including preemptive rights), commitments, agreements, arrangements commitments or undertakings of any kind agreements to 8 18 which the Company or any Subsidiary of its subsidiaries the Company is a party or by which any of them it is bound in any case obligating the Company or any Subsidiary of its subsidiaries the Company 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 Subsidiary of its subsidiaries the Company, or obligating the Company or any Subsidiary of its subsidiaries the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. Except as contemplated by this Agreement, agreementthere are not as of the date hereof and there will not be at the Effective Time any stockholder agreements, arrangement voting trusts or undertakingother agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any shares of the capital stock of the Company that will limit in any way the solicitation of proxies by or on behalf of the Company from, or the casting of votes by, the stockholders of the Company with respect to the Merger. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating restrictions on the Company or to vote the stock of any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesSubsidiaries.

Capital Structure. The As of the date of this Agreement, the authorized capital stock of the Company consists of 50,000,000 Class A Shares45,000,000 shares, 10,000,000 Class B Shares and 10,000,000 divided into the following: (i) 5,000,000 shares of preferred stock, par value $0.01 per share (the "Company Preferred SharesStock"); and (ii) 40,000,000 shares of Company Common Stock. As At the close of December 31business on August 1, 1997, : (i) 3,490,835 Class A Shares 10,101,915 shares of Company Common Stock were issued and outstanding, 27,825 of which are restricted shares; (ii) 5,892,756 Class B Shares 815,902 shares of Company Common Stock were reserved for issuance in connection with the Stock Option Plan; (iii) 122,457 shares of Company Common Stock were reserved for issuance in connection with the Directors' Stock Option Plan; (iv) 491,222 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Warrants; (v) no shares of Company Common Stock were held in treasury; (vi) no shares of Company Preferred Stock were issued and outstanding, (iii) no Shares were outstanding or held by the Company or by any Subsidiary of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, ; and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not any bonds, debentures, notes or other instruments or evidence of indebtedness or securities of the Company having the right to vote (or convertible into, or exercisable or exchangeable for, for securities having the right to vote) on any matters on which the Company shareholders may vote ("Company Voting Debt") were issued or outstanding. All outstanding shares of Company Common Stock are validly issued, fully paid and nonassessable and are not subject to preemptive or other similar rights. Except as set forth in Section 3.1(b) of the Disclosure Memorandum, there are outstanding: (i) no securities of the Company may vote. Other than the Sharesconvertible into or exchangeable or exercisable for shares of capital stock, Company Options, Option Plans Voting Debt or other voting securities of the Company; and the ESPP, or as set forth on Schedule 4.3, there are not any securities(ii) no stock awards, options, warrants, calls, rights (including stock purchase or preemptive rights), commitments, agreements, arrangements commitments or undertakings of any kind agreements to which the Company or any of its subsidiaries is a party or by which it is bound, in any of them is bound case obligating the Company or any of its subsidiaries to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of its capital stock stock, any Company Voting Debt or other equity voting securities or securities convertible into or exchangeable or exercisable for voting securities of the Company or of any of its subsidiaries Company, or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. Except as set forth in Section 3.1(b) of the Disclosure Memorandum, agreementsince December 31, arrangement 1996, the Company has not (i) granted any options, warrants or undertakingrights to purchase shares of Company Common Stock or (ii) amended or repriced, as applicable, any Company Option, any Company Warrant, the Stock Option Plan or the Directors' Stock Option Plan. Section 3.1(b) of the Disclosure Memorandum sets forth the following information with respect to each Company Option and Company Warrant outstanding on the date of this Agreement: (A) the name of the optionee or warrantholder, (B) the number of shares of Company Common Stock subject to such Company Option or Company Warrant, and (C) the exercise price of such Company Option or Company Warrant. None of the Company Options are "incentive stock options" (within the meaning of Section 422 of the Code). There are no outstanding rights, commitments, not as of the date of this Agreement and there will not be on the date of the Shareholders' Meeting any shareholder agreements, arrangements voting trusts or undertakings of any kind obligating other agreements or understandings to which the Company is a party or any of its subsidiaries by which it is bound relating to repurchase, redeem or otherwise acquire or dispose the voting of any shares of the capital stock or other equity or voting securities of the Company which will limit in any way the solicitation of proxies by or any of its subsidiaries or any securities on behalf of the type described in Company from, or the two immediately preceding sentencescasting of votes by, the shareholders of the Company with respect to the Merger. True and correct copies of all agreements relating to the Company Warrants and the Company Options and the issuance of any restricted stock have previously been provided or made available to Parent.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A 80,000,000 Company Common Shares, 10,000,000 of which 33,465,711 shares were outstanding on May 2, 2001, and 13,056,800 Company Class B Common Shares, of which 12,224,835 shares were outstanding on May 2, 2001. All of the outstanding Company Shares have been duly authorized and 10,000,000 shares of preferred stockare validly issued, par value $0.01 per share (the "Preferred Shares")fully paid and nonassessable. As of December 31May 2, 19972001, 4,095,017 options and 817,959 deferred stock awards were outstanding, all of which were granted pursuant to the Stock Plans (as defined below). Since May 2, 2001 and prior to the date hereof, the Company has not issued (i) 3,490,835 Class A any Company Shares were issued other than pursuant to the exercise of any Company Options and outstanding, Stock Awards or (ii) 5,892,756 any Company Options or Stock Awards. As of the date of this Agreement, the Company has no Company Shares reserved for issuance or subject to issuance, except that, as of May 2, 2001, there were 12,224,835 Company Common Shares reserved for issuance upon conversion of the Company Class B Common Shares, and as of May 2, 2001, 2,126,904 Company Common Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company's 1977 Restricted Stock Award Plan, as amended (the "1977 Restricted Stock Plan") and 3,172,663 Company Options, (v) 629,150 Class B Common Shares were reserved for issuance pursuant to the Company's 1996 Long-Term Incentive Plan (the "1996 LTIP" and, together with the 1977 Restricted Stock Plan, the "Stock Plans"). Each of the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities interests of each of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying and not subject nominee shares, owned by the Company or a direct or indirect wholly owned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or similar encumbrance and free of any other restriction (including any restriction on the right to preemptive rightsvote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth on Schedule 4.3, above there are no authorized, issued or outstanding Company Shares or other shares of capital stock or other securities of the Company and no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other 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 subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other indebtedness or securities obligations the holders of the Company having which have the right to vote (or 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. Other than the Shares, on any matter ("Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesVoting Debt").

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A 100,000,000 Shares, 10,000,000 Class B of which 38,717,765 Shares were outstanding as of the close of business on March 2, 2007, and 10,000,000 shares of preferred stock, par value $0.01 per share (500,000 of which are designated as "Series A Junior Participating Preferred Stock" and none of which are outstanding as of the "Preferred Shares")date hereof. As All of December 31the outstanding Shares have been duly authorized and are validly issued, 1997fully paid and nonassessable. Since March 2, (i) 3,490,835 Class A Shares were issued and outstanding2007, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company has not issued, sold, or by disposed of any shares of the Company's subsidiariescapital stock or equity securities, (iv) 10,500 Class A other than upon the exercise of outstanding options under the Stock Plans. As of February 28, 2007, other than 2,970,525 Shares were reserved for issuance pursuant under the Company's 1996 Stock Option Plan, as amended and restated as of June 30, 2005 (as so amended and as further amended from time to time, the outstanding "1996 Stock Plan"), 2001 Stock Incentive Plan, as amended and restated as of June 27, 2002 (as so amended and as further amended from time to time, the "2001 Stock Plan"), and 1994 Non-Employee Director Stock Option Plan (the "Director Stock Plan" and, together with the 1996 Stock Plan and the 2001 Stock Plan, the "Stock Plans"), the Company Options, (v) 629,150 Class B has no Shares were reserved for issuance pursuant issuance. Since February 28, 2007, the Company has not granted any options to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no acquire shares of Preferred capital stock of the Company under any of the Stock were issuedPlans. Section 5.1(b) of the Company Disclosure Schedule contains a correct and complete list of options, reserved for issuance restricted stock, performance stock units, restricted stock units and any other equity or outstandingequity-based awards (including cash-settled awards), if any, outstanding under the Stock Plans, including the holder, date of grant, term, number of Shares, the Stock Plan under which such award was granted and, where applicable, the exercise price. Except as set forth above or on Schedule 4.3, no The outstanding shares of capital stock or other equity securities of each of the Company's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and owned by the Company or voting by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest or other encumbrance (each, a "Lien"). Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company are issuedor any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, reserved or giving any Person a right to subscribe for issuance or outstandingacquire, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock any equity securities of the Company areor any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to make any payments directly or indirectly based (in whole or in part) on the price or value of the Shares or preferred shares, and all no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares which may be issued pursuant to in accordance with the Option Plans willterms of the Stock Plans, when issued, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. The Company does not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not have outstanding any bonds, debentures, notes or other indebtedness or securities obligations for borrowed money the holders of the Company having which have the right to vote (or 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. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which Subsidiaries on any matter. There are no outstanding contractual obligations of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities interests of the Company or any of its subsidiaries or any securities Subsidiaries. For purposes of this Agreement, a wholly owned Subsidiary of the type described in Company shall include any Subsidiary of the two immediately preceding sentencesCompany of which all of the shares of capital stock of such Subsidiary other than director qualifying shares are owned by the Company (or a wholly owned Subsidiary of the Company).

Capital Structure. (a) The authorized capital stock of the Surviving Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 75,000,000 shares of preferred common stock, par value $0.01 1.50 per share (the "Preferred SharesSurviving Company Common Stock"). As of December 31the date hereof, 1997, (i) 3,490,835 Class A Shares were 14,858,720 shares of Surviving Company Common Stock are issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding45,000 shares of Surviving Company Common Stock are held in treasury, (iii) no Shares were held by the 4,408,963 shares of Surviving Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were Common Stock are reserved for issuance pursuant to the outstanding Employee Stock Options as defined in clause (b) below), and 1,000,000 shares of Surviving Company Options, (v) 629,150 Class B Shares Common Stock were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of all outstanding warrants of the Surviving Company (the "Surviving Company Warrants"). (b) Other than options (the "Employee Stock Options") to acquire Surviving Company Common Stock held as of the date hereof by present and former employees of the Surviving Company and its Subsidiaries, there are no outstanding stock appreciation rights or rights to receive shares of Surviving Company Common Stock on a deferred basis. The Surviving Company Disclosure Schedule sets forth a complete and correct list, as of the date hereof, of the holders of all Employee Stock Options, the number of shares subject to each such option and the exercise prices thereof. All outstanding shares of capital stock of the Surviving Company are, and all Shares shares which may be issued pursuant to the Option Plans willwill be, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3. (c) Other than the Surviving Company's $155,250,000 7.25% Convertible Notes due 2005 and $75,000,000 7% Convertible Notes due 2004, there are not any no bonds, debentures, notes or other indebtedness or securities Indebtedness of the Surviving Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Surviving Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or . (d) Except as set forth on Schedule 4.3above, and except for options that may be granted as permitted under Section 5.1(c), there are not any no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Surviving Company or any of its subsidiaries Subsidiaries is a party or by which any of them is bound obligating the Surviving Company or any of its subsidiaries 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 Surviving Company or of any of its subsidiaries Subsidiaries or obligating the Surviving Company or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Surviving Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Surviving Company or any of its Subsidiaries. There are no outstanding contractual obligations of the Surviving Company to vote or to dispose of any shares of the capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities Subsidiaries. (e) As of the type described date hereof, the Principal Surviving Company Shareholders are the beneficial owners of an aggregate of 971,133 shares of Surviving Company Common Stock, which constitute as of the date hereof approximately 6.5% of the votes entitled to be cast at the Surviving Company Shareholders Meeting (as defined in the two immediately preceding sentencesSection 6.2).

Capital Structure. The (a) As of the Execution Date, the authorized capital stock of the Company Purchaser consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares (i) 2,000,000,000 shares of Common Stock and 10,000,000 (ii) 100,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock” and, together with the "Preferred Shares"Common Stock, the “Capital Stock”). As At the close of December 31business on October 30, 1997, 2019 (ithe “Measurement Date”): (A) 3,490,835 Class A Shares 416,740,907 shares of Common Stock were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (viiB) no shares of Preferred Stock were issued and outstanding. (b) All outstanding shares of Common Stock have been duly authorized and are validly issued, reserved fully paid and non-assessable and were not issued in violation of any Right. All outstanding shares of Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) Purchaser’s Organizational Documents. As of the close of business on the Measurement Date, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Purchaser or any of its Subsidiaries any capital stock of Purchaser or securities convertible into or exchangeable or exercisable for issuance capital stock of Purchaser (and the exercise, conversion, purchase, exchange or outstandingother similar price thereof). Except as set forth above or on Schedule 4.3, no All outstanding shares of capital stock or other equity or voting securities interests of the Company Subsidiaries of Purchaser that are issuedowned by Purchaser, reserved for issuance or outstandinga direct or indirect wholly-owned Subsidiary of Purchaser, except for Shares referred to in clauses (iv) are free and (v) above which may be issued upon exercise clear of the outstanding Company Options. All outstanding shares of capital stock of the Company areall Encumbrances, other than Permitted Encumbrances, and all Shares which may be issued pursuant to the Option Plans will, when issued, be have been duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsnonassessable. Except for changes since the Measurement Date resulting from the exercise of stock options outstanding at such date (and the issuance of shares of Common Stock thereunder, which were reserved for issuance as set forth on Schedule 4.3in Section 5.2(a)), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are not any bondsoutstanding: (A) no shares of Capital Stock, debentures, notes (B) no Voting Debt or other indebtedness or voting securities; (C) no securities of the Company having the right to vote (Purchaser or any Subsidiary of Purchaser convertible into, into or exchangeable foror exercisable for shares of Capital Stock or Voting Debt or other voting securities of Purchaser, securities having the right to voteand (D) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments, agreements, arrangements commitments or undertakings of any kind agreements to which the Company Purchaser or any Subsidiary of its subsidiaries Purchaser is a party or by which any of them it is bound in any case obligating the Company Purchaser or any Subsidiary of its subsidiaries Purchaser 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 Capital Stock or any Voting Debt or other equity or voting securities of the Company or of any of its subsidiaries Purchaser, or obligating the Company Purchaser or any Subsidiary of its subsidiaries Purchaser to issue, grant, extend or enter into any such security, option, warrant, subscription, call, right, commitment, commitment or agreement, arrangement or undertaking. There are no outstanding rights, commitments, not any stockholder agreements, arrangements voting trusts or undertakings of any kind obligating other agreements to which Purchaser or its Subsidiaries is a party or by which it is bound relating to the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose voting of any shares of capital stock Capital Stock or other equity interest of Purchaser or voting securities its Subsidiaries. No Subsidiary of Purchaser owns any shares of Common Stock or any other shares of Common Stock. As of the Company or Execution Date, neither Purchaser nor any of its subsidiaries Subsidiaries holds, or has a commitment to acquire, any securities Interests of any Person other than wholly-owned Subsidiaries of the type described in the two immediately preceding sentencesCompany.

Capital Structure. (i) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 140,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.01 1.00 per share (the "“Company Preferred Shares"Stock”). As At the close of December business on October 31, 19972014, (i) 3,490,835 Class A Shares (A) 56,705,062 shares of Company Common Stock were issued and outstandingoutstanding (which number includes 1,381,368 shares of Company Common Stock subject to vesting or other forfeiture conditions or repurchase by the Company (such shares, the “Company Restricted Stock”)) and (iiB) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares 25,866,310 shares of Company Common Stock were held by the Company in its treasury, (ii) 2,602,026 shares of Company Common Stock were subject to outstanding options (the “Company Stock Options”), (iii) 24,376 shares of Company Common Stock were issuable upon settlement or by any vesting of outstanding Company restricted stock units (the Company's subsidiaries“Company RSUs”), (iv) 10,500 Class A Shares 32,356 shares of Company Common Stock were reserved for issuance pursuant to the issuable upon settlement or vesting of outstanding Company Options, Deferred Stock Units and (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Company Preferred Stock were issued, reserved for issuance issued or outstandingoutstanding or held by the Company in its treasury. Except as set forth above or above, at the close of business on Schedule 4.3October 31, 2014, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance were issued or outstanding. Since December 31, except for Shares referred 2013, the Company has not declared or paid any dividend or declared or made any distribution on any of its capital stock. Since October 31, 2014 to in clauses the date of this Agreement, (ivx) there have been no issuances by the Company of shares of capital stock or other voting securities of the Company, other than issuances of shares of Company Common Stock pursuant to the exercise of Company Stock Options or vesting of Company RSUs outstanding as of October 31, 2014 and (vy) above which may be issued upon exercise there have been no issuances by the Company of the outstanding Company Options. All outstanding options, warrants, 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 Common Stock. All outstanding shares of Company Common Stock are, and all Shares which such shares that may be issued pursuant prior to the Option Plans will, Effective Time will be when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there No Subsidiary of the Company owns any shares of capital stock of the Company. There are not any no bonds, debentures, notes or other indebtedness or securities of the Company having that give the holders thereof the right to vote (or that are 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”). Other than the Shares, Company Options, Option Plans and the ESPP, Except for any obligations pursuant to this Agreement or as otherwise set forth on Schedule 4.3above, as of October 31, 2014 there are not any securities, no options, warrants, callsrights (including preemptive, conversion, stock appreciation, redemption or repurchase rights), commitmentsconvertible or exchangeable securities, agreementsstock-based performance units, arrangements Contracts or undertakings of any kind to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them is bound (1) obligating the Company or any of its subsidiaries such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities of, or equity interests in, or voting securities of any security convertible or exchangeable for any capital stock or other security of, or equity interest in, the Company or of any of its subsidiaries Subsidiaries or any Voting Company Debt, (2) obligating the Company or any of its subsidiaries such Subsidiary to issue, grant, extend grant or enter into any such security, option, warrant, call, right, commitmentsecurity, agreementunit, arrangement Contract or undertaking. There are no outstanding rights, commitments, agreements, arrangements undertaking or undertakings of (3) that give any kind obligating person the Company right to subscribe for or acquire any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries Subsidiaries, or to receive any economic interest of a nature accruing to the holders of Company Common Stock or otherwise based on the performance or value of shares of capital stock of the Company or any securities of its Subsidiaries. As of the type date of this Agreement, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock, other than pursuant to the Company Stock Plans, or options, warrants or other rights to acquire shares of capital stock of the Company or any such Subsidiary other than as described in above. (ii) Section 3.01(c)(ii) of the two immediately preceding sentencesCompany Disclosure Letter sets forth a correct and complete listing of all outstanding Company Restricted Stock, Company RSUs, Company Deferred Stock Units and Company Stock Options as of October 31, 2014, setting forth the holder’s participant identification number, grant date and vesting schedule with respect to each award, and the exercise price with respect to each Company Stock Option.

Capital Structure. (i) The authorized capital stock of the Company ev3 consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 100,000,000 shares of ev3 Common Stock and 10,000,000 100,000,000 shares of preferred stock, par value $0.01 .01 per share (the "“ev3 Preferred Shares"Stock”). As of December 31the close of business on July 18, 19972007, (iA) 3,490,835 Class A Shares 60,954,620 shares of ev3 Common Stock were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iiiB) no Shares shares of ev3 Common Stock were held by the Company or by any of the Company's subsidiariesev3 in its treasury, (ivC) 10,500 Class A Shares no shares of ev3 Common Stock were held by ev3’s Subsidiaries, (D) 5,641,780 shares of ev3 Common Stock were reserved for issuance pursuant to upon the exercise or payment of stock options outstanding Company Optionson such date, (v) 629,150 Class B Shares with a weighted average exercise price of $7.45 per share, and 693,304 shares of ev3 Common Stock were reserved for issuance upon the exercise or payment of stock units or other equity-based incentive awards granted pursuant to any plans, agreements or arrangements of ev3 and outstanding on such date (collectively, the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to “ev3 Stock Awards”). As of the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3date hereof, no shares of capital stock ev3 Preferred Stock are issued and outstanding or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to and no shares of ev3 Preferred Stock are held by FoxHollow in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Optionsits treasury. All outstanding shares of capital stock of the Company are, ev3 Common Stock have been duly authorized and all Shares which may be validly issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, and are fully paid and nonassessable and, except as set forth in the DGCL, non-assessable and not subject to preemptive rights. The shares of ev3 Common Stock to be issued pursuant to or as specifically contemplated by this Agreement will have been duly authorized as of the Effective Time and, if and when issued in accordance with the terms hereof or thereof, will be validly issued, fully paid and non-assessable and will not be subject to preemptive rights. (ii) No outstanding warrants to purchase shares of ev3 Common Stock or ev3 Preferred Stock are issued or outstanding. (iii) No Voting Debt of ev3 is issued or outstanding. (iv) Except for (A) this Agreement, (B) outstanding ev3 Stock Awards described in paragraph (i) above, (C) options granted pursuant to ev3’s Employee Stock Purchase Plan (the “ev3 ESPP”) and (D) agreements entered into and securities and other instruments issued after the date of this Agreement as set forth on Schedule 4.3permitted by Section 4.2, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, no options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company ev3 or any Subsidiary of its subsidiaries ev3 is a party or by which it or any of them such Subsidiary is bound obligating the Company ev3 or any Subsidiary of its subsidiaries ev3 to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity any Voting Debt or voting securities stock appreciation rights of the Company ev3 or of any Subsidiary of its subsidiaries ev3 or obligating the Company ev3 or any Subsidiary of its subsidiaries ev3 to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. Except in accordance with the terms of this Agreement and the terms of ev3 Stock Awards, agreement, arrangement or undertaking. There there are no outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company ev3 or any of its subsidiaries Subsidiaries (x) to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company ev3 or any of its subsidiaries Subsidiaries or (y) pursuant to which ev3 or any of its Subsidiaries is or could be required to register shares of ev3 Common Stock or other securities under the Securities Act, except any such contractual obligations entered into after the date hereof as permitted by Section 4.2. (v) Except as set forth in Section 3.2(b)(v) of the type described in ev3 Disclosure Schedule, since July 18, 2007, ev3 has not (A) issued or permitted to be issued any shares of capital stock, stock appreciation rights or securities exercisable or exchangeable for or convertible into shares of capital stock of ev3 or any of its Subsidiaries, other than pursuant to and as required by the two immediately preceding sentencesterms of ev3 Stock Awards granted prior to the date hereof; (B) repurchased, redeemed or otherwise acquired, directly or indirectly through one or more ev3 Subsidiaries, any shares of capital stock of ev3 or any of its Subsidiaries; or (C) declared, set aside, made or paid to the stockholders of ev3 dividends or other distributions on the outstanding shares of capital stock of ev3.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,500,000,000 shares of Company Common Stock and 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stock, par value $0.01 per share (the "“Company Preferred Shares"Stock” and together with the Company Common Stock, the “Company Capital Stock”). As At the close of December 31business on April 25, 19972011, (i) 3,490,835 Class A Shares 57,512,633 shares of Company Common Stock were issued and outstanding, of which 22,814 were Company Restricted Shares, (ii) 5,892,756 Class B Shares no shares of Company Preferred Stock were issued and outstanding, (iii) no Shares were held by the 6,568,656 shares of Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares Common Stock were reserved and available for issuance pursuant to the Company Stock Plans, of which (A) 2,575,038 shares were issuable upon exercise of outstanding Company OptionsStock Options and (B) 2,588,185 shares were potentially issuable under outstanding Company RSUs, including performance-based Company RSUs and Annual Incentive Company RSUs, (viv) 629,150 Class B Shares 73,271 shares of Company Common Stock were reserved for issuance pursuant to under the outstanding Company OptionsAmended and Restated Employee Stock Purchase Plan (the “Company ESPP”), and (viv) 300,000 Class A Shares and no Class B Shares (x) 44,132 shares of Company Common Stock were reserved for issuance pursuant upon conversion of the Company’s 3.0% Convertible Senior Notes due May 15, 2012 (the “Company Convertible Notes”) and (y) the Conversion Rate (as defined in the indenture governing the terms of the Company Convertible Notes) was 14.2086 shares of Company Common Stock per $1,000 principal amount of Company Convertible Notes and no adjustments had been made to the ESPPtable or any amount therein set forth in section 10.13(c) of such indenture since the execution of such indenture. Except as set forth in this Section 4.03(a), and (vii) at the close of business on April 25, 2011, no shares of Preferred Stock capital stock or voting securities of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. Except as set forth above or From the close of business on Schedule 4.3April 25, 2011 to the date of this Agreement, there have been no issuances by the Company of shares of capital stock or voting securities of, or other equity or voting securities interests in, the Company, other than the issuance of Company Common Stock upon the exercise of Company are issuedStock Options outstanding at the close of business on April 25, reserved for issuance or outstanding2011 and in accordance with their terms in effect at such time. (b) All outstanding shares of Company Common Stock (including Company Restricted Shares) are, except for Shares referred to in clauses (iv) and (v) above which and, at the time of issuance, all such shares that may be issued upon the exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued Stock Options or pursuant to the Option Company Stock Plans willor the Company ESPP will be, when issued, be duly authorized, validly issued, 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 DGCL, the Company Charter, the Company By-laws or any Contract to preemptive rightswhich the Company is a party or otherwise bound. Except as set forth above in this Section 4.03, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of the Company or any Company Subsidiary or any securities of the Company or any Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary, (y) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, or any other obligation of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary or (z) any rights issued by or other obligations of the Company or any Company Subsidiary that are linked in any way to the price of any class of Company Capital Stock or any shares of capital stock of any Company Subsidiary, the value of the Company, any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on Schedule 4.3any shares of capital stock of the Company or any Company Subsidiary. Except for acquisitions, or deemed acquisitions, of Company Common Stock or other equity securities of the Company in connection with (i) the payment of the exercise price of Company Stock Options with Company Common Stock (including but not limited to in connection with “net exercises”), (ii) required tax withholding in connection with the exercise of Company Stock Options, the vesting of Company Restricted Shares and the vesting or delivery of other awards pursuant to the Company Stock Plans, and (iii) forfeitures of Company Stock Options and Company Restricted Shares, there are not any outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of the Company or any Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. With respect to Company Stock Options, (i) 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”) for such option by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee or subcommittee thereof), and (ii) the per share exercise price of each Company Stock Option was at least equal to the fair market value of a share of Company Common Stock on the applicable Grant Date. There are no debentures, bonds, debentures, notes or other indebtedness or securities Indebtedness of the Company having the right to vote (or or, other than the Company Convertible Notes, convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may votevote (“Company Voting Debt”). Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Neither the Company or nor any of its subsidiaries the Company Subsidiaries is a party or by which to any voting agreement with respect to the voting of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or voting securities of, or other equity or voting securities interests in, the Company. Neither the Company nor any of the Company Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or of nominate any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities director of the Company or any of its subsidiaries or the Company Subsidiaries. (c) If any securities holder of the type described Company Convertible Notes exercises its conversion rights thereunder, the Company has the right to pay cash in lieu of all shares that would otherwise be issuable upon such conversion. The Company Convertible Notes are not, as of the two immediately preceding sentencesdate hereof, convertible by the holders thereof and the Company has not issued any shares of Company Common Stock upon conversion of the Company Convertible Notes.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Shares"). As of December 31, 1997, (i) 3,490,835 Class A Shares were 10,750,000 shares of stock consisting of 10,000,000 Company Common Shares, no par value, of which, as of the date hereof, 4,741,128 shares are issued and outstanding, and (ii) 5,892,756 Class B Shares were 750,000 shares of Preferred Stock, no par value (“Company Preferred Shares”), 333,334 of which have been designated Series A Convertible Preferred Stock, none of which as of the date hereof are issued and outstanding, (iii) no Shares were held by the Company or by any . As of the Company's subsidiariesdate hereof, (iv) 10,500 Class A 1,866,500 Company Common Shares were are reserved for issuance pursuant to under the outstanding OMAX Corporation 2005 Stock Option Plan, including carryover from the issuance of options for Company Common Shares are reserved for issuance under the OMAX Corporation 1993 Stock Option Plan (together, the “Incentive Plans”). Options for 1,501,850 Company Common Shares (“Company Options”) have been granted and remain outstanding. All Company Shares, Company Options, and any other securities of Company outstanding as of the date hereof (v) 629,150 Class B Shares were reserved for issuance pursuant collectively referred to the outstanding as “Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPPSecurities”), and (vii) no shares the record owners of Preferred Stock were issued, reserved for issuance or outstanding. Except such securities are as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities in Section 3.1.2 of the Company Disclosure Schedule, and no such securities are issuedheld by Company in its treasury. True and complete copies of all Company stock option plans and the forms of any other instruments setting forth the rights of all Company Securities as of the date hereof have been delivered to Parent or its counsel. (b) All outstanding Company Common Shares are, reserved for issuance or outstanding, except for and Company Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of any Company Options when issued in accordance with the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorizedrespective terms thereof will be, validly issued, fully paid and nonassessable paid, nonassessable, and not subject to any preemptive rightsrights or similar rights under the WBCA, Company’s articles of incorporation or bylaws, or to any agreement to which Company is a party or by which Company may be bound. Except for the shares described above issuable in connection with the exercise of Company Options (all as set forth on Schedule 4.3, in Section 3.1.2(a) of the Company Disclosure Schedule) there are no options, warrants, calls, conversion rights, commitments, agreements, contracts, understandings, restrictions, equity-linked securities, or rights of any character to which Company is a party or by which Company may be bound obligating Company to issue additional shares of the capital stock of Company. Other than as set forth in Section 3.1.2(a) Company does not have outstanding any bonds, debentures, notes nor does it owe any other indebtedness, the holders of (a) Company does not have outstanding any restricted stock, restricted stock units, stock appreciation rights, stock performance awards, dividend equivalents, or other indebtedness stock-based or equity-linked securities of a similar nature. There is no agreement or right allowing for the Company having the right to vote (repurchase or redemption of any capital stock or convertible intosecurities of Company, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the and Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are has not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or repurchased any of its capital stock. There are no agreements requiring Company to contribute to the capital of, or lend or advance funds to, any subsidiaries of Company. Company is not party to nor to its knowledge is any shareholder of Company a party to, any voting agreement, voting trust, or by which similar agreement or arrangement relating to any class or series of them is bound obligating the Company its capital stock, or any of its subsidiaries agreement or arrangement providing for registration rights with respect to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of any capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingCompany. There are no accrued and unpaid dividends with respect to any outstanding rights, commitments, agreements, arrangements shares of Company capital stock. Company does not own or undertakings of any kind obligating hold the Company or any of its subsidiaries right to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or any other equity security or voting securities interest in any other Person. (c) All of the issued and outstanding Company Securities have been offered, issued, and sold by Company in compliance with applicable federal and state securities laws. (d) To Company’s knowledge, no shareholder of Company has granted options or other rights to purchase any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesCompany Securities from such shareholder.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 (i) 96,250,000 shares of preferred stockCompany Common Stock, par value $0.01 .001 per share share, and (ii) 3,750,000 shares of Class B Common Stock (the "Class B Common Stock") and (iii) 1,000,000 shares of preferred stock (the "Preferred SharesStock"). As of December 31, 1997, Subject to any Permitted Changes (as defined in Section 4.01(a)(ii)) there are: (i) 3,490,835 Class A Shares were 47,366,158 shares of Company Common Stock issued and outstanding, outstanding (including shares held in the treasury of the Company and including shares of Company Restricted Stock); (ii) 5,892,756 Class B Shares were issued and outstanding, 2,645,871 shares of Company Common Stock held in the treasury of the Company; (iii) no Shares were held by 452,065 shares of Company Common Stock reserved for issuance upon exercise of authorized but unissued Company Stock Options pursuant to the Stock Plans, and 354,334 shares of Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were Common Stock reserved for issuance pursuant to the outstanding Stock Plans (other than upon exercise of Company Stock Options); (iv) 423,438 shares of Company Common Stock issuable upon exercise of awarded but unexercised Company Stock Options, with an exercise price per each awarded but unexercised Company Stock Option as is set forth in Section 3.01(c) of the Disclosure Schedule; (v) 629,150 no shares of Class B Shares were reserved for issuance pursuant Common Stock issued and outstanding or in the treasury of the Company, and, to the outstanding knowledge of the Company, no shares of Class B Common Stock issuable upon conversion of Company Options, Common Stock; and (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance issued and outstanding or outstandingin the treasury of the Company. Except as set forth above or on Schedule 4.3above, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares shares which may be issued pursuant to the Option Stock Plans willwill be, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above, there are not any no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences.,

Capital Structure. (i) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares shares of Company Common Stock and 10,000,000 1,000,000 shares of preferred stock, par value $0.01 .001 per share (the "“Company Preferred Shares"Stock”). As of December 31, 1997the close of business on September 24 2007, (iA)(1) 3,490,835 Class A Shares 15,153,410 shares of Company Common Stock were issued and outstandingoutstanding (including shares held in treasury), (ii2) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the 2,295,375 shares of Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares Common Stock were reserved for issuance pursuant to upon the exercise or payment of stock options outstanding on such date, with a weighted average exercise price of $5.66 per share, and no shares of Company Options, (v) 629,150 Class B Shares Common Stock were reserved for issuance upon the exercise or payment of stock units or other equity-based incentive awards granted pursuant to any plans, agreements or arrangements of Company and outstanding on such date (collectively, the outstanding “Company OptionsStock Awards”), (vi3) 300,000 Class A Shares and no Class B Shares shares of Company Common Stock were reserved for issuance pursuant to upon the ESPPconversion of any convertible notes, and (vii4) no shares of Preferred Company Common Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the Company Warrants and (5) no shares of Company Common Stock were held by Company in its treasury or by its Subsidiaries; and (B) no shares of Company Preferred Stock were outstanding Company Optionsor reserved for issuance. All outstanding shares of capital stock of the Company are, Common Stock have been duly authorized and all Shares which may be validly issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, and are fully paid and nonassessable non-assessable and not subject to preemptive rights. (ii) Section 3.2(b)(ii) of the Company Disclosure Schedule sets forth a complete and accurate list as of September 24, 2007 of each Company Option then outstanding, the name of the holder thereof, the number of shares of Company Common Stock subject to such Company Option and the exercise or purchase price (if any) and the expiration date thereof. As of September 24, 2007, Company had no Company Warrants then outstanding. (iii) No Voting Debt of Company is issued or outstanding. (iv) Except for (A) this Agreement, (B) outstanding Company Stock Awards described in paragraph (i) above, and (C) agreements entered into and securities and other instruments issued after the date of this Agreement as set forth on Schedule 4.3permitted by Section 4.2, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, no options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company or any Subsidiary of its subsidiaries Company is a party or by which it or any of them such Subsidiary is bound obligating the Company or any Subsidiary of its subsidiaries Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity any Voting Debt or voting securities stock appreciation rights or ownership interests of the Company or of any Subsidiary of its subsidiaries Company or obligating the Company or any Subsidiary of its subsidiaries Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any of its subsidiaries Subsidiaries (x) to repurchase, redeem or otherwise acquire any shares of capital stock, voting securities or dispose ownership interest of Company or any of its Subsidiaries or (y) pursuant to which Company or any of its Subsidiaries is or could be required to register shares of Company Common Stock or other securities under the Securities Act, except any such contractual obligations entered into after the date hereof as permitted by Section 4.2 or as listed in Section 3.2(b)(iv) of the Company Disclosure Schedule. (v) Since September 24, 2007, except as permitted by Section 4.2, Company has not (A) issued or permitted to be issued any shares of capital stock, stock appreciation rights or securities exercisable or exchangeable for or convertible into shares of capital stock, of Company or any of its Subsidiaries, other than pursuant to and as required by the terms of Company Stock Awards granted prior to the date hereof (or awards granted after the date hereof in compliance with Sections 4.2(c) and 4.2(k)); (B) repurchased, redeemed or otherwise acquired, directly or indirectly through one or more Company Subsidiaries, any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries Subsidiaries; or any securities (C) declared, set aside, made or paid to the stockholders of Company dividends or other distributions on the type described in the two immediately preceding sentencesoutstanding shares of capital stock of Company.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of (i) 500,000,000 shares of Company Common Stock and (ii) 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock” and, together with the "Preferred Shares"Company Common Stock, the “Company Capital Stock”). As At the close of December 31business on October 26, 1997, (i) 3,490,835 Class A Shares 2018: 101,996,339 shares of Company Common Stock were issued and outstanding and 435,000 shares of Company Preferred Stock were issued and outstanding, which are designated as “6.00% Series A Perpetual Convertible Preferred Stock” and, as of October 26, 2018, are convertible into 32,402,059 shares of Company Common Stock, both pursuant to the Certificate of Designations filed with the Secretary of State of the State of Delaware on June 30, 2017 (ii) 5,892,756 Class B Shares were the “Company Certificate of Designations”). As of the date of this Agreement, the shares of Company Common Stock issued and outstanding, (iii) no Shares were held by the outstanding include 2,351,047 shares of Restricted Stock. 6,660,011 shares of Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved Common Stock remained available for issuance pursuant to the Company Stock Plan. (b) All outstanding shares of Company OptionsCapital Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. All outstanding shares of Company Capital Stock have been issued and granted in compliance in all material respects with (vi) 629,150 Class B Shares were reserved for issuance applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts. As of the close of business on October 26, 2018, except as set forth in this Section 4.2 and pursuant to the Company Certificate of Designations, there are no outstanding Company Optionsoptions, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock warrants or other equity rights to subscribe for, purchase or voting securities of acquire from the Company are issuedor any of its Subsidiaries any Company Capital Stock or securities convertible into or exchangeable or exercisable for Company Capital Stock (and the exercise, reserved for issuance conversion, purchase, exchange or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Optionsother similar price thereof). All outstanding shares of capital stock of the Subsidiaries of the Company arethat are owned by the Company, or a direct or indirect wholly-owned Subsidiary of the Company, are free and clear of all Encumbrances, other than Permitted Encumbrances, and all Shares which may be issued pursuant to the Option Plans will, when issued, be have been duly authorized, authorized and are validly issued, fully paid and nonassessable and not subject to preemptive rightsnon-assessable. Except for the Preferred Stock or as set forth on Schedule 4.3in this Section 4.2, and except for changes since October 26, 2018 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.1(b)(ii), there are not any bondsoutstanding: (A) no shares of Company Capital Stock, debentures(B) no Voting Debt, notes or other indebtedness or (C) no securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders Subsidiary of the Company may vote. Other than the Sharesconvertible into or exchangeable or exercisable for shares of Company Capital Stock or Voting Debt, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, (D) no options, warrants, calls, rights (including preemptive rights), commitmentscommitments or agreements to which the Company or any Subsidiary of the Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or any Voting Debt or other voting securities of the Company, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. Other than the Stockholders’ Agreement, there are not any stockholder agreements, arrangements voting trusts or undertakings of any kind other agreements to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them it is bound obligating relating to the Company or any 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 or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock the Company Capital Stock or any equity interest in any of the Company’s Subsidiaries. As of the date of this Agreement, the Company has no (1) material joint venture or other similar material equity interests in any Person or voting securities (2) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 4.2 of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesDisclosure Letter.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 150,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of preferred stock, par value $0.01 per share (the "“Company Preferred Shares"Stock”). As At the close of December 31business on October 13, 19972006, (i) 3,490,835 Class A Shares 45,449,433 shares of Company Common Stock were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the approximately 4,300,000 shares of Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares 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 including any options to purchase shares of Company Common Stock granted after October 13, 2006, pursuant to the terms of this Agreement, “Company Stock Options”), (viii) 629,150 Class B Shares no shares of Company Preferred Stock 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 Series A Junior Participating Preferred Stock were reserved for issuance in connection with the rights (the “Rights”) to be issued pursuant to the outstanding Rights Agreement, dated as of August 11, 2000, between the Company Optionsand ▇▇▇▇▇ Fargo Bank, N.A. (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to as amended, the ESPP“Rights Agreement”). Except as set forth above in this Section 3.01(c), and (vii) at the close of business on October 13, 2006, no shares of Preferred Stock capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, There are no outstanding shares of capital 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 equity or voting securities 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 issuedevidenced by stock option agreements in the forms set forth in Section 3.01(c) of the Company Disclosure Schedule, reserved for issuance 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 outstanding, except for Shares referred to in clauses (iva 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 (vif any) above which may be issued upon exercise was duly executed and delivered by each party thereto, (B) each such grant was made in accordance with the terms of the outstanding applicable Company OptionsStock 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 shares which may be issued pursuant to the Option Plans willCompany Stock Options will be, when issuedissued in accordance with the terms thereof, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there There are not any no bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above in this Section 3.01(c), (x) there are not issued, reserved for issuance or outstanding (A) any securitiesshares of capital stock or other voting securities or equity interests of the Company, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings (B) any securities of any kind to which the Company or any of its subsidiaries is a party Subsidiaries convertible into or by which exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or (C) any of them is bound obligating warrants, calls, options or other rights to acquire from the Company or any of its subsidiaries 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 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 of capital stock or other equity or voting securities of any such securities. Neither the Company or of nor any of its subsidiaries or obligating Subsidiaries is a party to any voting agreement with respect to the Company or any voting of its subsidiaries to issue, grant, extend or enter into any such securitysecurities. Except as set forth above in this Section 3.01(c), option, warrant, call, right, commitment, agreement, arrangement or undertaking. There there are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting (1) securities of the Company or any of its subsidiaries 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 other rights to acquire from the Company or any of 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 any Subsidiary of the type described in Company or (3) obligations of the two immediately preceding sentencesCompany or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities of any Subsidiary of the Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities of any Subsidiary of the Company.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 30,000,000 shares of Company Common Stock and 10,000,000 2,500,000 shares of preferred stock, par value $0.01 per share share, of Company (the "“Company Preferred Shares"Stock”). As of December 311, 1997, 2003: (i) 3,490,835 Class A Shares 9,206,774 shares of Company Common Stock were issued and outstanding, ; (ii) 5,892,756 Class B Shares 2,539,538 shares of Company Common Stock were held by Company in its treasury and no shares of Company Common Stock were held by Subsidiaries of Company; (iii) no shares of Company Preferred Stock were issued and outstanding, ; (iiiiv) no Shares shares of Company Preferred Stock were held by the Company in its treasury or were held by any Subsidiary of the Company's subsidiaries, ; and (ivv) 10,500 Class A Shares 2,117,367 shares of Company Common Stock were reserved for issuance pursuant to the outstanding Company Optionsall plans, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of including the Company Option Plans, agreements or arrangements providing for equity-based compensation to any director, Employee (as defined in Section 3.1(f)), consultant or independent contractor of Company or any of its Subsidiaries (collectively, the “Company Stock Plans”), of which 1,119,865 shares are issued, reserved for issuance or outstanding, except for Shares referred subject to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding stock options to acquire Company OptionsCommon Stock. All outstanding shares of capital stock of the Company are, and all Shares shares thereof which may be issued pursuant prior to the Option Plans willClosing will be, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Company has delivered to Newco a true and complete list, as of the close of business on December 1, 2003, of all outstanding stock options to purchase or receive Company Common Stock and all other rights to purchase or receive Company Common Stock granted under Company Stock Plans (collectively, the “Company Stock Options”), the number of shares subject to each such Company Stock Option, the grant dates, the vesting schedule and the exercise prices (to the extent applicable) of each such Company Stock Option and the names of the holders thereof. Company has not awarded or authorized the award of any Company Stock Options since December 1, 2003. Except as set forth on Schedule 4.3in this Section 3.1(c) and except for the Company Rights Agreement and changes since December 1, 2003 resulting from (i) the issuance of shares of Company Common Stock pursuant to and in accordance with Company Stock Options outstanding prior to December 1, 2003 and (ii) as expressly contemplated hereby (x) there are not issued, reserved for issuance or outstanding (A) any bonds, debentures, notes shares of capital stock or voting securities or other indebtedness or ownership interests of Company, (B) any securities of the Company having the right to vote (or any Subsidiary of Company convertible intointo or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests of Company, or exchangeable for, securities having the right to vote(C) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rightsoptions or other rights to acquire from Company or any Subsidiary of Company, commitments, agreements, arrangements or undertakings any obligation of any kind to which the Company or any of its subsidiaries is a party Subsidiaries to issue, any capital stock, voting securities or by which any other ownership interests in, or securities convertible into or exchangeable or exercisable for, capital stock or voting securities or other ownership interests of them is bound obligating the Company, and (y) there are no outstanding obligations of Company or any of its subsidiaries 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 any such securities, other than pursuant to any “cashless exercise” provision of any Company Stock Options. Except as set forth in Section 3.1(c) of the Company Disclosure Schedule (which schedule shall include the Company Rights Agreement and the Company Stock Plans), there are no outstanding (A) securities of Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other equity or voting securities or other ownership interests in any Subsidiary of the Company Company, (B) warrants, calls, options or of any of its subsidiaries or obligating the other rights to acquire from Company or any of its subsidiaries to issueSubsidiaries, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings obligation of any kind obligating the Company or any of its subsidiaries Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for, any capital stock, voting securities or other ownership interests in, any Subsidiary of Company or (C) obligations of Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting such outstanding securities of Subsidiaries of Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Except for the Company Rights Agreement and the Company Stock Plans, neither Company nor any of its Subsidiaries is a party (and, to the knowledge of Company as of the date hereof, no other Person having beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of five percent or more of the outstanding Company Common Stock (a “Major Company Stockholder”) is a party) to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or antidilutive rights with respect to any of the securities of Company or any of its subsidiaries Subsidiaries. There are no voting trusts or other agreements or understandings to which Company or any securities of its Subsidiaries is a party or, to the knowledge of Company as of the type described in date hereof, any Major Company Stockholder is a party with respect to the two immediately preceding sentencesvoting of the capital stock of Company or any of its Subsidiaries.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Common Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Shares"). As of December 31, 1997, (i) 3,490,835 Class A which 30,675,300 Common Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued outstanding and outstanding, (iii) no 3,320,037 Common Shares were held by the Company in treasury as of the close of business on July 9, 1999, and 5,000,000 shares of preferred stock, no par value, of which 1,000,000 shares have been authorized as Series B Junior Participating Preferred Stock, none of which are outstanding. All of the outstanding Common Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no commitments to issue or by any deliver Common Shares, except that, as of July 9, 1999, there were (i) 1,408,066 Common Shares subject to issuance upon exercise of outstanding Company Options pursuant to the Company's subsidiariesEquity Incentive Plan, the 1994 Stock Option Plan For Non-Employee Directors and the 1982 Long-Term Performance Incentive Plan, (ivii) 10,500 Class A 1,546,559 Common Shares were reserved for issuance upon exercise of authorized but unissued Company Options and 167,000 shares reserved for issuance as Restricted Stock under the Company Stock Plans, and (iii) 243,157 Common Shares reserved for issuance under the Company's Employee Stock Purchase Plan (the plans in clauses (i) and (iii) are hereinafter collectively referred to as the "Company Stock Plans"). The Company has no commitments to issue or deliver shares of preferred stock, except that as of the date hereof, there were 1,000,000 shares of Series B Junior Participating Preferred Stock subject to issuance pursuant to the outstanding Rights Agreement, dated as of September 11, 1996, between the Company Optionsand ChaseMellon Shareholder Services, LLC, as Rights Agent (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding"Rights Agreement"). Except as set forth above or on Schedule 4.3in Section 5.1(a) of the Company Disclosure Letter, no each of the outstanding shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise each of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsowned by the Company or a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth on Schedule 4.3above and in the Stock Option Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue, sell, repurchase, redeem or otherwise acquire any shares of capital stock or other 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 subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. There are no outstanding contractual obligations of the Company to vote any shares of the capital stock of any of its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other indebtedness or securities obligations the holders of the Company having which have the right to vote (or which are 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. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesmatter.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 (i) 60,000,000 shares of preferred stockCompany Common Stock, of which 26,537,830 shares were outstanding at the close of business on December 31, 2001, (ii) and 1,009,126 shares of Preferred Stock, par value $0.01 per share (the "Preferred Shares"), none of which were outstanding on the date hereof. As of December 31, 1997, (i) 3,490,835 Class A Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise All of the outstanding Company Options. All outstanding shares of capital stock of the Company are, Common Stock have been duly authorized and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, are validly issued, fully paid and nonassessable and not subject to preemptive rights. Except The Company has no shares of Company Common Stock or Preferred Shares reserved for issuance, except that, as set forth on Schedule 4.3of December 31, 2001, there were (i) 1,009,126 shares of Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated May 18, 1995, as amended (the "Company Rights Agreement"), between the Company and EquiServe Trust Company, N.A. (the "Company Rights Agent"), (ii) 5,273,750 shares of Company Common Stock reserved for issuance pursuant to the Company Stock Option Plans, (iii) 700,000 shares of Company Common Stock reserved for issuance pursuant to the Company's 1999 Employee Stock Purchase Plan, as effective July 1, 1999 (the "1999 Stock Purchase Plan") and (iv) 494,674 shares of Company Common Stock reserved for issuance pursuant to the Company's existing 401(k) Plan (the "401(k) Plan"). As of the date of this Agreement, except (i) 1,009,126 shares of Preferred Stock issuable pursuant to the Company Rights Agreement, (ii) 4,476,668 shares of Company Common Stock issuable upon exercise of Company Options, (iii) 426,811 shares of Company Common Stock issuable pursuant to the Company's 1999 Employee Stock Purchase Plan and (iv) 95,846 shares of Company Common Stock issuable pursuant to the 401(k) Plan, and as disclosed in this Section 3.01(d), there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, no options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company or any of its subsidiaries is a party or by which any of them it is bound obligating the Company or any 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 or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. After the Effective Time, agreementthe Surviving Corporation will have no obligation to issue, arrangement transfer or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or sell any securities of the type described Surviving Corporation pursuant to any. The Board of Directors of the Company has taken all action to amend the Company Rights Agreement (subject only to execution of such amendment by the Company Rights Agent) to provide that, for so long as this Agreement is in full force and effect, (i) none of the Parent and its subsidiaries (including Merger Sub) shall become an "Acquiring Person" and no "Share Acquisition Date" shall occur as a result of the execution, delivery and performance of this Agreement and the consummation of the Offer or the Merger, (ii) no "Distribution Date" shall occur as a result of the announcement of or the execution of this Agreement or any of the transactions contemplated hereby and (iii) each of Parent and Merger Sub will not be an Acquiring Person as a result of the transactions contemplated hereby (each of "Acquiring Person," "Share Acquisition Date" and "Distribution Date" as defined in the two immediately preceding sentencesCompany Rights Agreement).

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 800,000,000 shares of Company Common Stock and 10,000,000 200,000,000 shares of preferred stock, par value $0.01 per share (the "“Company Preferred Shares"Stock” and, collectively with the Company Common Stock, the “Company Capital Stock”). As of December 31, 1997the date hereof (except as otherwise specified herein), (i) 3,490,835 Class A Shares 139,296,456 shares of Company Common Stock were issued and outstanding (which excludes 90,223 shares of issued and outstanding Trust Stock), (ii) 1,164,806 Restricted Stock awards were issued and outstanding and (iii) 111,092 Deferred Stock Awards were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise All of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Capital Stock are duly authorized, validly issued, fully paid and nonassessable and were not subject to preemptive issued in violation of any preemptive, first refusal, first offer or similar rights. Except as set forth in this Section 4.4(a), there is no other outstanding capital stock or voting securities of the Company. As of the date hereof, the Company has not sold any shares of Company Capital Stock on a forward basis or entered into any Contracts relating to a forward equity sale transaction with respect to shares of Company Capital Stock. As of the date hereof, there were no accrued dividend equivalents credited participant accounts under the Deferred Compensation Plan. As of the date hereof, no shares of Company Preferred Stock are issued or outstanding. (b) Schedule 4.4(b) of the Company Disclosure Letter sets forth for the following information with respect to outstanding Company Compensatory Awards: (i) the name of the holder thereof; (ii) the number of shares of Restricted Stock and the number of Deferred Stock Awards; and (iii) the date of the issuance thereof. (c) Holdings is the sole general partner of the Partnership. As of the date hereof, (i) 12,222 GP Units of the Partnership, 139,842,931.98 Common Partnership Units and 35,242 Preferred Partnership Units were issued and outstanding, (ii) each such Common Partnership Unit and Preferred Partnership Unit is redeemable in accordance with the Partnership Agreement in exchange for one share of Company Common Stock or cash, at the Company’s election, and (iii) no Partnership Units are held by any Subsidiary of the Company other than Holdings as set forth on Schedule 4.34.4(c) of the Company Disclosure Letter. Schedule 4.4(c) of the Company Disclosure Letter sets forth a list as of the date hereof of all holders of the GP Units, there Common Partnership Units and the Preferred Partnership Units and the number and type of such units held by each such holder. Other than the foregoing, as of the date hereof, no other Partnership Interests (as defined in the Partnership Agreement) or other equity interests in the Partnership are issued and outstanding. The GP Units of the Partnership, Common Partnership Units and the Preferred Partnership Units, in each case that are owned by the Company, Holdings and any other Subsidiary of the Company, are free and clear of any Liens, other than any transfer and other restrictions under the Partnership Agreement. (d) All of the outstanding shares of capital stock of each Subsidiary of the Company that is a corporation are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive, first refusal, first offer or similar rights. All of the outstanding equity interests in each Subsidiary of the Company that is a partnership or limited liability company are duly authorized and validly issued and were not issued in violation of any preemptive, first refusal, first offer or similar rights. All outstanding shares of capital stock of, or equity interests in, any Subsidiary of the Company that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable, as applicable, and will not be issued in violation of any preemptive, first refusal, first offer or similar rights. Except as provided in Section 4.4(c), and except as set forth in Schedule 4.4(d) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding capital stock of, or equity interests in, each Subsidiary of the Company, free and clear of all Liens, other than Permitted Liens, and free of preemptive rights. The Acquired Companies’ equity interests in the Minority Equity Joint Ventures (as set forth on Schedule 4.1(d)(iii) of the Company Disclosure Letter) are held by the applicable Acquired Company free and clear of all Liens, other than Permitted Liens, were duly authorized and validly issued, and are fully paid, nonassessable (as applicable) and free of preemptive rights. (e) There are no bonds, debentures, notes or other indebtedness Indebtedness having voting rights (or convertible into securities having such rights) of the Acquired Companies (“Voting Debt”) issued and outstanding. Except as provided in Section 4.4(a) and Section 4.4(c), and except as set forth in Schedule 4.4(e) of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3Disclosure Letter, there are not any no outstanding subscriptions, securities, options, warrants, calls, rights, commitmentsprofits interests, stock appreciation rights, phantom stock, convertible securities, preemptive rights, anti-dilutive rights, rights of first refusal or other similar rights, agreements, arrangements arrangements, undertakings or undertakings commitments of any kind to which the Company or any of its subsidiaries Acquired Companies is a party or by which any of them is bound obligating the Company or any of its subsidiaries the Acquired Companies to (i) issue, deliver transfer or sellsell or create, or cause to be issued, delivered transferred or sold, sold or created any additional shares of capital stock or other equity interests or voting securities phantom stock or other contractual rights the value of which is determined in whole or in part by the Company or value of any equity security of any of its subsidiaries the Acquired Companies or obligating the Company securities convertible into or any of its subsidiaries to exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such securitysubscriptions, optionoptions, warrantwarrants, callcalls, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitmentsprofits interests, stock appreciation rights, phantom stock, convertible securities or other similar rights, agreements, arrangements arrangements, undertakings or undertakings of any kind obligating the Company commitments, or any of its subsidiaries to repurchase(iii) redeem, redeem repurchase or otherwise acquire any such shares of capital stock, Voting Debt or dispose other equity interests. (f) None of the Acquired Companies is a party to or bound by any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of any of the Acquired Companies or voting securities that restricts the transfer of the capital stock or other equity interests of any of the Acquired Companies. Except as set forth at Schedule 4.4(f) of the Company Disclosure Letter, none of the Acquired Companies has granted any registration rights on the capital stock or other equity interests of any of its subsidiaries the Acquired Companies. No Company Capital Stock is owned by any Subsidiary of the Company. (g) The Company does not have a “poison pill” or similar stockholder rights plan. (h) All dividends or other distributions on the Company Capital Stock and Partnership Units, and any dividends or other distributions on any securities of any Subsidiary of the type described Company, which have been authorized or declared prior to the date hereof, have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (i) Except as set forth in Schedule 4.4(i) of the Company Disclosure Letter, the Company has not exempted any Person from, or increased, the “Ownership Limit” (as defined in the two immediately preceding sentencesCompany Charter) or established or increased an excepted holder limit under the Company Charter. (j) As of the date of this Agreement, there is no outstanding Indebtedness for borrowed money of the Acquired Companies in excess of $5,000,000 in principal amount in the aggregate, other than Indebtedness identified in Schedule 4.4(j) of the Company Disclosure Letter.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 50,000,000 Class A Shares160,000,000 shares of Common Stock, 10,000,000 Class B Shares of which 57,899,318 shares are issued and 10,000,000 outstanding as of July 20, 2009, and 3,000,000 shares of preferred stock, no par value $0.01 per share (the "Preferred Shares")share, of which no shares are issued and outstanding as of July 20, 2009. As of December 31July 20, 19972009, (i) 3,490,835 Class A Shares were issued and outstandingthere are 2,564,396 shares of Common Stock subject to outstanding options to acquire Common Stock, (ii) 5,892,756 Class B Shares were issued and outstanding4,456,987 shares of Common Stock deliverable pursuant to outstanding restricted stock units, (iii) no Shares were held by 6,965,858 shares of Common Stock issuable upon the Company or by any exercise of the Company's subsidiariesSeries B Yucaipa Warrants, (iv) 10,500 Class A Shares were 6,965,858 shares of Common Stock reserved for issuance pursuant to upon the outstanding Company Optionsexercise of the Series B Yucaipa Warrants, (v) 629,150 Class B Shares were 686,277 shares of Common Stock issuable upon the exercise of the ChaseMellon Warrants, 686,277 shares of Common Stock reserved for issuance pursuant to upon the outstanding Company Optionsexercise of the ChaseMellon Warrants, (vi) 300,000 Class A Shares and no Class B Shares were 11,278,999 shares of Common Stock issuable upon the conversion of the Convertible Notes, 11,278,999 shares of Common Stock reserved for issuance pursuant to upon the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities conversion of the Company are issued, reserved for issuance or outstanding, except for Shares referred Convertible Notes and no stock equivalent units linked to in clauses (iv) and (v) above which may be issued upon exercise Common Stock. Each share of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Common Stock is duly authorized, validly issued, fully paid and nonassessable nonassessable. The Shares, and the Common Stock issuable upon conversion of the Investor Shares (the “Underlying Securities”), have been duly authorized and reserved, and the Shares will, and upon conversion of the Shares in accordance with the Convertible Preferred Articles Supplementary, the Underlying Securities, will (i) be validly issued, fully paid and nonassessable, (ii) not subject to have been issued in violation of any purchase option, call option, right of first refusal, preemptive rights. Except as set forth on Schedule 4.3right, there are not subscription right or any bondssimilar right under any provision of the Maryland General Corporation Law, debentures, notes the Charter or other indebtedness or securities By-Laws of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind Contract to which the Company or any of its material subsidiaries is a party or by which any of them is its or their respective assets are bound and (iii) be free and clear of all Encumbrances. Other than the Convertible Notes, the Company has no Voting Debt. Except as set forth above, in Section 2.03(a) of the Company Disclosure Letter or as expressly contemplated by this Agreement there are no (A) outstanding obligations, options, warrants, convertible securities, exchangeable securities, securities or rights that are linked to the value of the Common Stock or other rights, agreements or commitments relating to the capital stock of the Company or obligating the Company to issue or sell or otherwise transfer shares of capital stock of the Company or any of its subsidiaries to issue, deliver securities convertible into or sell, or cause to be issued, delivered or sold, additional exchangeable for any shares of capital stock or other equity or voting securities of the Company or any Voting Debt of any the Company, (B) outstanding obligations of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock of the Company, (C) voting trusts, stockholder agreements, proxies or other equity agreements or understandings in effect with respect to the voting securities or transfer of shares of capital stock of the Company (but only to the Company’s knowledge with respect to any such agreements to which the Company is not a party) or (D) rights of first refusal, preemptive rights, subscription rights or any similar rights under any provision of the Maryland General Corporation Law, the Charter or By-Laws or any Contract to which the Company is a party or by which any of its subsidiaries assets are bound. No provision of the Charter or the By-Laws would, directly or indirectly, restrict or impair the ability of the Investors to vote, or otherwise exercise the rights of a stockholder with respect to, the Shares (or any securities Underlying Securities) or any other shares of Common Stock of the type described Company that may be acquired or controlled by the Investors, except as expressly set forth in the two immediately preceding sentencesConvertible Preferred Articles Supplementary. The Company does not have an outstanding “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of certain events.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 150,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of preferred stock, par value $0.01 per share (the "“Company Preferred Shares"Stock”). As At the close of December 31business on February 25, 1997, 2005 (i) 3,490,835 Class A Shares 56,117,640 shares of Company Common Stock were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares shares of Company Common Stock were held by the Company or by any in its treasury, (iii) 110,913 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options (as defined in Section 7.04) under the Company's subsidiaries’s 1999 Employee Stock Purchase Plan at a weighted average exercise price of $4.6325 per share, (iv) 10,500 Class A Shares 8,004,358 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options under the Company’s 1999 Equity Incentive Plan at a weighted average exercise price of $10.5900 per share, (v) 295,000 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options under the Company’s 1999 Director Stock Option Plan at a weighted average exercise price of $12.4510 per share, (vi) 1,208,325 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options under the Hightouch Technologies, Inc. 1999 Stock Option Plan at a weighted average exercise price of $5.9861 per share, (vii) 5,896,126 additional shares of Company Common Stock were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, Stock Plans and (viiviii) no shares of Company Preferred Stock were issued. Except as set forth above and except for the shares of Company Common Stock reserved for issuance upon the exercise of the Top-Up Option, at the close of business on February 28, 2005, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, There are no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company OptionsSARs (as defined in Section 7.04). All outstanding shares of Company capital stock of the Company are, and all Shares which such shares that may be issued pursuant prior to the Option Plans will, Effective Time will be when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company or any Company Subsidiary is a party or otherwise bound. Except as set forth on Schedule 4.3, there There are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the Company Common Stock may votevote (“Voting Company Debt”). Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above, as of February 28, 2005, there are not any 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 of its subsidiaries Company Subsidiary is a party or by which any of them is bound (x) obligating the Company or any of its subsidiaries 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 of its subsidiaries Company Subsidiary or any Voting Company Debt, (y) obligating the Company or any of its subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, unit, commitment, agreementContract, 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 Company capital stock. There As of February 28, 2005, there are no not any outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any of its subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or dispose any Company Subsidiary. No person is entitled to registration rights with respect to any shares of capital stock of the Company. Except as contemplated in connection with the execution of this Agreement, there are no stockholder agreements, voting trusts or other agreements, Contracts or understandings to which the Company or any Company Subsidiary is a party or to which it is bound relating to the voting of any shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary. (b) The Company Board (as defined below) or a committee administering the Company Stock Plans has the power and authority to adjust the terms of its subsidiaries all outstanding Company Stock Options and all outstanding Company SARs granted under any Company Stock Plan, by resolution or other action, to provide that each such Company Stock Option and Company SAR outstanding immediately prior to the Effective Time shall be cancelled in accordance with Section 7.04, with the holder thereof becoming entitled to receive the amount of cash specified in Section 7.04. Such cancellation of Company Stock Options and Company SARs in exchange for the cash payments described in Section 7.04 will extinguish any and all rights the holders of such Company Stock Options and Company SARs had or may have had in respect thereof. No consents of the holders of the Company Stock Options or Company SARs are necessary to effectuate the foregoing. The Company Board or a committee administering the Company Stock Plans has the power and authority to cause (i) the Company Stock Plans to terminate as of the Effective Time and (ii) the provisions in any other Company Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any securities interest in respect of any capital stock of the type described Company to be deleted as of the Effective Time. Following the Effective Time no holder of a Company Stock Option or Company SAR or any participant in any Company Stock Plan or other Company Benefit Plan will have any right thereunder to acquire any capital stock of the two immediately preceding sentencesCompany or the Surviving Corporation.

Capital Structure. The (a) As of the entry into this Agreement, the authorized capital stock of the Company consists of 50,000,000 (i) 299,589,834 shares of Company Class A SharesCommon Stock, 10,000,000 (ii) 410,166 shares of Company Class B Shares Common Stock and 10,000,000 (iii) 50,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock” and, together with the "Preferred Shares"Company Common Stock, the “Company Capital Stock”). As At the close of December 31business on August 14, 1997, 2024: (iA) 3,490,835 18,103,020 shares of Company Class A Shares Common Stock were issued and outstanding, (ii) 5,892,756 257 shares of Company Class B Shares Common Stock were issued and outstanding and no shares of Company Preferred Stock were issued and outstanding, ; (iiiB) no Shares 12,701,416 shares of Company Common Stock were held by the treasury stock; (C) 159,472 shares of Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares Common Stock were reserved for issuance upon the vesting of outstanding Company RSU Awards; (D) 405,658 shares of Company Common Stock were reserved for issuance upon the vesting of outstanding Company PSU Awards, assuming maximum performance; and (E) 1,155,105 shares of Company Common Stock remained available for issuance pursuant to the Company’s 2016 Omnibus Incentive Plan, as amended from time to time (“Company Equity Plan”). There are no warrants or similar rights exercisable or otherwise outstanding under the Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPPWarrant Agreement, and there are no Company Convertible Notes outstanding. (viib) no All outstanding shares of Preferred Company Common Stock were have been duly authorized and are validly issued, reserved for issuance or outstandingfully paid and nonassessable and are not subject to preemptive rights. Except As of the close of business on August 14, 2024, except as set forth above in this Section 4.2, there are no outstanding options, warrants or on Schedule 4.3other rights to subscribe for, no purchase or acquire from the Company or any of its Subsidiaries any Company Capital Stock or securities convertible into or exchangeable or exercisable for Company Capital Stock (and the exercise, conversion, purchase, exchange or other similar price thereof). All outstanding shares of capital stock or other equity or voting securities interests of the Subsidiaries of the Company are issuedowned by the Company, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise a direct or indirect wholly owned Subsidiary of the outstanding Company Options. All outstanding shares Company, are free and clear of capital stock of the Company are, all Encumbrances and all Shares which may be issued pursuant to the Option Plans will, when issued, be have been duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsnonassessable. Except as set forth on Schedule 4.3in this Section 4.2, and except for changes since August 14, 2024 resulting from (i) stock grants or other awards granted, repurchased or redeemed in accordance with Section 6.1(b)(ii) in each case following the entry into this Agreement, (ii) the vesting and settlement of Company Equity Awards or (iii) the conversion of shares of Company Class B Common Stock into shares of Company Class A Common Stock at the option of any holder of Company Class B Common Stock in accordance with the terms of the Company’s Organizational Documents as in effect as of the entry into this Agreement, there are not any bondsoutstanding: (A) no shares of Company Capital Stock, debentures, notes Voting Debt or other indebtedness or voting securities of the Company, (B) no securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders Subsidiary of the Company may vote. Other than convertible into or exchangeable or exercisable for or valued by reference to shares of Company Capital Stock, Voting Debt or other voting securities of the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, (C) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitmentscommitments or agreements to which the Company or any Subsidiary of the Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or any Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement or obligating Parent to issue additional shares of Parent Common Stock at the Effective Time pursuant to the terms of this Agreement. There are no dividends or distributions that have been declared by the Company with respect to the Company Common Stock that have not been paid by the Company. There are no stockholder agreements, arrangements voting trusts or undertakings of any kind other agreements to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them it is bound obligating relating to the Company or any 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 or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities interest of the Company or any of its subsidiaries or any securities Subsidiaries. No Subsidiary of the type described Company owns any shares of the Company Capital Stock. (c) Schedule 4.2(c) of the Company Disclosure Letter sets forth a list of each Subsidiary of the Company that constitutes a “significant subsidiary” of the Company as defined in Rule 1-02(w) of Regulation S-X promulgated by the two immediately preceding sentencesSEC as of the entry into this Agreement, including its outstanding equity interests and the owners thereof. As of the entry into this Agreement, neither the Company nor any of its Subsidiaries has any (i) interests in a material joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person other than its Subsidiaries or (ii) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 4.2(c) of the Company Disclosure Letter.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 21,000,000 shares of Common Stock and 10,000,000 820,000 shares of preferred stock, par value $0.01 per share (share, of which 53,572 shares are Class A Preferred Stock, par value $0.01 per share, 21,786 shares are Class B Preferred Stock, par value $0.01 per share, 100,000 shares are Class C Preferred Stock, par value $0.01 per share, and 644,642 shares are of such series as the "Preferred Shares")Company Board may determine from time to time. As of December 31, 1997the date of this Agreement, (i) 3,490,835 Class A Shares 16,226,815 shares of Common Stock and no shares of preferred stock were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares shares of Common Stock were held by the Company or by any of the Company's subsidiariesin its treasury, (iviii) 10,500 Class A Shares 1,217,481 shares of Common Stock were reserved for issuance pursuant to the outstanding Company employee stock options ("Plan Options") granted pursuant to the Stock Plans (as defined in Section 6.04), of which (vx) 629,150 Class B Shares Plan Options covering 700,863 shares of Common Stock are currently exercisable and (y) Plan Options covering 516,618 shares of Common Stock are currently not exercisable, of which Plan Options covering 485,400 shares of Common Stock have been granted subject to obtaining approval of the Company's stockholders and (absent such approval, which is subject to the last sentence of Section 5.01(b)) will not become exercisable as a result of the Transactions, and (iv) 1,457,602 shares of Common Stock were reserved for issuance pursuant to other options ("Other Options" and, together with the outstanding Company Plan Options, (vithe "Stock Options") 300,000 Class A Shares granted to employees and no Class B Shares were reserved for issuance pursuant to former employees of the ESPPCompany. Except as set forth above, and (vii) as of the date of this Agreement, no shares of Preferred Stock capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares shares which may be issued pursuant to the Option Stock Plans willor pursuant to the agreements representing outstanding Other Options described in clause (iv) above shall be, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there There are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above, as of the date of this Agreement, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There As of the date of this Agreement, there are no not any outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or to provide funds to make any securities of the type described investment (in the two immediately preceding sentencesform of a loan, capital contribution or otherwise) in any subsidiary or any other entity.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Shares"). As of December 31, 1997, (i) 3,490,835 Class A Shares 100,000,000 shares of Common Stock, $0.001 par value per share, of which there were 33,696,581 shares issued and outstanding, outstanding as of the close of business on the day two days prior to the Execution Date; and (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no 20,000,000 shares of Preferred Stock Stock, $0.001 par value per share, of which there were issued, reserved for issuance or outstandingzero shares issued and outstanding as of the close of business on the day two days prior to the Execution Date. Except as set forth above or on Schedule 4.3, There are no outstanding commitments to issue any shares of capital stock or voting securities, other equity than pursuant to the exercise of Company Options under the Company Stock Option Plans or voting securities the Company ESPP, in each case as outstanding as of the Company are issuedExecution Date, reserved for issuance or outstanding, except for Shares referred as otherwise specifically allowed pursuant to in clauses Section 4.2(e) hereof. (ivb) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rightsrights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is bound. Except as set forth on Schedule 4.3, there are not any bonds, debentures, notes or other indebtedness or All outstanding shares of Company Capital Stock were issued in compliance in all material respects with all applicable federal and state securities laws. As of the Execution Date, Company having the right has reserved: (i) 12,700,000 shares of Common Stock for issuance to vote (or convertible intodirectors, or exchangeable for, securities having the right employees and consultants pursuant to vote) on any matters on which shareholders of the Company may vote. Other than 1997 Equity Incentive Plan, of which 3,291,856 shares are subject to outstanding, unexercised options, and 4,249,435 shares are available for issuance thereunder; (ii) 12,354,722 shares of Common Stock for issuance to directors, employees and consultants pursuant to the Shares2002 Stock Plan, of which 7,203,873 shares are subject to outstanding, unexercised options, and 4,624,005 shares are available for issuance thereunder; (iii) 609,000 shares of Common Stock for issuance to directors pursuant to the 2002 Director Option Plan, of which 309,000 are subject to outstanding, unexercised options, and 300,000 shares are available for issuance thereunder; (iv) 250,000 shares of Common Stock for issuance to outside directors pursuant to the 2004 Outside Director Stock in Lieu of Fees Plan, of which no shares have been issued, and 250,000 shares are available for issuance thereunder; and (v) 3,860,888 shares of Common Stock for issuance to employees pursuant to the Company OptionsESPP, of which 1,739,607 shares have been issued. (c) On the Execution Date, except for (i) the rights created pursuant to this Agreement, the Company Stock Option Plans and the Company ESPP, (ii) Company’s right to repurchase any unvested shares under the Company Stock Option Plans or as set forth on Schedule 4.3the stock option agreements thereunder, there are not any securitiesno, and as of the Effective Time there will be no, other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company or any of its subsidiaries is a party or by which any of them it is bound obligating the Company or any of its subsidiaries 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 of any of its subsidiaries Capital Stock or obligating the Company or any of its subsidiaries to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement except as may be permitted under Section 4.2(e) hereof. Schedule 2.2(c) hereto sets forth a true and complete list as of the Execution Date of all holders of outstanding Company Options under each of the Company Stock Option Plans, including the number of shares of Company Capital Stock subject to each such option, the exercise or undertakingvesting schedule, the exercise price per share and the term of each such option. There Except for the agreements contemplated by this Agreement, there are no outstanding rightscontracts, commitments, agreements, arrangements commitments or undertakings agreements relating to the voting of any kind obligating the Company Capital Stock (i) between or among Company and any of its subsidiaries securityholders and (ii) to repurchaseCompany’s knowledge, redeem between or otherwise acquire or dispose among any of any shares of capital stock or other equity or voting securities Company’s securityholders. (d) The terms of the Company Stock Option Plans permit the assumption of the Company Options by Parent as provided for in this Agreement, without the consent or approval of the holders of the Company Stock Options, the Company Stockholders, or otherwise, without any acceleration of the exercise schedule or vesting provisions with respect to those options. None of the outstanding Company Options provide for any accelerated vesting or exercisability of those options by reason of the Merger or any other transactions contemplated by this Agreement. True and complete copies of its subsidiaries all forms of agreements and instruments relating to or issued under the Company Stock Option Plans, or otherwise relating to the issuance of Company Options, have been provided or made available to Parent and such forms of agreements and instruments have not been amended, modified or supplemented, and, except as otherwise expressly contemplated herein, there are no agreements to amend, modify or supplement such forms of agreements or instruments in any securities of case from the type described in the two immediately preceding sentencesforms provided to Parent.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares30,000,000 shares of Common Stock, 10,000,000 Class B Shares par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share (share, issuable in one or more series, of which 2,400,000 shares of $2.00 Convertible Exchangeable Preferred Stock have been designated. At the "Preferred Shares"). As close of December 31business on September 29, 1997, (i) 3,490,835 Class A Shares 7,750,000 shares of Common Stock were issued and outstanding and (ii) 5,222,496 shares of Common Stock were reserved for issuance upon the exercise of outstanding options, convertible securities and stock rights in the Company. At the close of business on September 29, 1997, 2,400,000 shares of Exchangeable Preferred Stock were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, are validly issued, fully paid and nonassessable and not subject to preemptive rights. As of September 29, 1997, the Company had granted options to acquire an aggregate of 144,350 shares of Common Stock at $9.625 to $10.00 per share, pursuant to the Company's 1996 Stock Incentive Plan (the "Stock Plan"). Except as otherwise set forth on Schedule 4.3in this Section 5.2 or in the Company Disclosure Letter, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, no options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them it is bound obligating the Company or any 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 or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries Subsidiaries, including any securities pursuant to which rights to acquire capital stock became exercisable only after a change of control of the Company or any of its Subsidiaries or upon the acquisition of a specified amount of the Common Stock or voting powers of the Company or any of its Subsidiaries. Since September 29, 1997, no shares of the capital stock of the Company or any of its Subsidiaries have been issued other than pursuant to the exercise of Company stock options and warrants already in existence and outstanding on such date, or conversion of Exchangeable Preferred Stock, and neither the Company nor any of its Subsidiaries has granted any stock options, warrants or other rights to acquire any capital stock of the Company or any of its Subsidiaries. Except as specified in the Company Disclosure Letter (the "Company Disclosure Letter"), there are no securities issued by the Company or agreements, arrangements or other understandings to which the Company is a party giving any person any right to acquire equity securities of the type described Surviving Corporation at or following the Effective Time and all securities, agreements, arrangements and understandings relating to the right to acquire equity securities of the Company (whether pursuant to the exercise of options, warrants or otherwise) provide that, at and following the Effective Time, such right shall entitle the holder thereof to receive the consideration he would have received in the two Merger had he exercised his right immediately preceding sentencesbefore the Effective Time.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares100,000,000 shares of Company Common Stock, 10,000,000 Class B Shares par value $.001 per share, and 10,000,000 shares of preferred stockCompany Preferred Stock, par value $0.01 .001 per share (the "Preferred Shares")share. As of December 31the close of business on June 7, 19972001, there were: (i) 3,490,835 Class A Shares were 40,048,880 shares of Company Common Stock issued and outstanding, ; (ii) 5,892,756 Class B Shares were issued 9,886 shares of Company Common Stock held in the treasury of the Company and outstanding, no shares of Company Common Stock held by Subsidiaries of the Company; (iii) no Shares were held by 10,644,566 shares of Company Common Stock reserved for issuance upon exercise of Company Stock Options available for grant pursuant to the Company or by any of the Company's subsidiaries, Stock Plans; (iv) 10,500 Class A Shares were 5,260,447 shares of Company Common Stock issuable upon exercise of awarded but unexercised Company Stock Options, with an exercise price per each awarded but unexercised Company Stock Option as set forth in the Company Disclosure Schedule; (v) 289,532 shares of Company Common Stock reserved for issuance pursuant to the Company's Employee Stock Purchase Plan (the "Stock Purchase Plan"); (vi) 1,899,234 shares of Company Common Stock issuable upon exercise of Company Warrants then outstanding and with an exercise price for each such Company Options, Warrant as is set forth in the Company Disclosure Schedule; (vvii) 629,150 Class B Shares were 3,682,720 shares of Company Common Stock issuable upon conversion of the Convertible Notes (for which Convertible Notes the conversion price under the Convertible Notes Indenture is $7.06); (viii) no shares of Preferred Stock issued and outstanding; (ix) 500,000 shares of Series A Junior Participating Preferred Stock reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, Rights Agreement; and (viix) no shares of Company Preferred Stock were issued, reserved for issuance or outstandingin the treasury of the Company. Except as set forth above or on Schedule 4.3above, as of June 7, 2001, there were no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses . (ivb) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares shares which may be issued pursuant to the Option Company Stock Plans willand the Company Warrants will be, when issuedissued and paid for in accordance with the terms of the Company Warrants and the Company Stock Plans, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. All securities issued by the Company were issued in compliance in all material respects with all applicable federal and state securities laws and all applicable rules and regulations promulgated thereunder. No shares of capital stock of the Company are owned by any Subsidiary of the Company. (c) Except as set forth on Schedule 4.3in Section 2.03(a), there are not any bonds, debentures, notes or other indebtedness or securities is no outstanding Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may votevote (collectively, "Voting Debt"). Other than the SharesAs used herein, Company Options"Indebtedness" means, Option Plans and the ESPPwith respect to any Person, without duplication, (i) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind to such Person, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (iv) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding obligations of such Person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such Person's business), (v) all capitalized lease obligations of such Person, (vi) all obligations of others secured by any Lien on property or assets (excluding encumbrances in the form of restrictions on use of Intellectual Property contained in license agreements or scientific collaboration agreements) owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (vii) all obligations of such Person under interest rate or currency hedging transactions (valued at the termination value thereof), (viii) all letters of credit issued for the account of such Person and (ix) all guarantees and arrangements having the economic effect of a guarantee of such Person of any Indebtedness of any other Person. Except as set forth on Schedule 4.3in Section 2.03(a), there are not any securities, no options, warrants, calls, warrants or other rights, commitments, agreements, arrangements or undertakings commitments of any kind to which character binding on the Company or any of its subsidiaries is a party Subsidiaries relating to the issued or by which any unissued Equity Interests of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries Subsidiaries or obligating the Company or any of its subsidiaries Subsidiaries to issue, grantsell, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of make any shares of capital stock or other equity or voting securities payment with respect to any Equity Interests of the Company or any of its subsidiaries Subsidiaries or any securities Minority Interests held by the Company or any of its Subsidiaries. To the Knowledge of the type described in Company as of the two immediately preceding sentencesdate hereof, there are no irrevocable proxies with respect to shares of capital stock of the Company or any of its Subsidiaries. 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. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares shares of Company Common Stock and 10,000,000 1,000,000 shares of preferred stock, par value $0.01 per share (the "“Preferred Shares"”). As All of December 31the outstanding shares of Company Common Stock have been duly authorized and are validly issued, 1997fully paid and nonassessable. At the close of business on April 5, (i) 3,490,835 Class A 2005, 18,500,527 shares of Company Common Stock and no Preferred Shares were issued and outstanding. The Company has no shares of Company Common Stock or Preferred Shares reserved for issuance, except that, at the close of business on April 5, 2005: (i) 9,560,777 shares of Company Common Stock were reserved for issuance by the Company pursuant to options to purchase shares of Company Common Stock (a “Company Stock Option”) granted under the following plans: 2000 Non-Executive Employee Equity Incentive Plan 2,000,000 1997 Stock Plan 3,250,000 1997 Non-Employee Director Stock Option Plan 330,000 1995 Stock Option Plan 2,695,236 2001 Non-Executive Employee Stock Purchase Plan 500,000 2004 Non-Executive Employee Stock Purchase Plan 500,000 FS 97 Stock Plan 280,990 FS 96 Stock Plan 4,551 (collectively, the “Company Stock Plans”), (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the 1,815,807 shares of Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares Common Stock were reserved for issuance pursuant to Company Stock Options not yet granted under the outstanding Company OptionsStock Plans, (viii) 629,150 Class B Shares 3,209,776 shares of Company Common Stock were reserved for subject to issuance pursuant to the outstanding Company Options, Company’s 3.0% Convertible Senior Notes due 2023 (vithe “Convertible Senior Notes”) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (viiiv) no shares of Preferred Company Common Stock were issuedheld by the Company in its treasury. Section 5.2(a) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date specified therein, of: (i) all Company Stock Plans, indicating for each Company Stock Plan, as of such date, 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, 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 Company Common Stock subject to such Company Stock Option, the exercise price, the date of grant, and the vesting schedule, including whether (and to what extent) the vesting will be accelerated in any way by the execution of this Agreement, the adoption of the Company Voting Proposal, by the consummation of the Merger or outstandingby termination of employment or change in position following consummation of the Merger. The Company has made available to Parent complete and accurate copies of all Company Stock Plans and the forms of all stock option agreements evidencing Company Stock Options. The Company is listed on the Nasdaq National Market. Except as set forth above for the issuance of shares of Company Common Stock pursuant to Company Stock Options outstanding on April 5, 2005, from and after the close of business on April 5, 2005 through and including the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock, Company Stock Options, other stock awards or on Schedule 4.3, no other capital stock or equity securities of the Company or (ii) changed the authorized share capital of the Company. Each of the outstanding shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise each of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsowned by the Company or by a Subsidiary of the Company, free and clear of any Liens. Except as set forth on Schedule 4.3above in this Section 5.2 or as contemplated by the indenture dated as of December 8, 2003 by and between the Company and Wilmington Trust Company, as Trustee, there are no preemptive or other outstanding rights, options, warrants, conversion rights, phantom stock units or stock appreciation rights or similar rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other indebtedness or securities obligations (i) the terms of which provide the holders the right to vote with the stockholders of the Company on any matter or (ii) that are convertible into or exercisable for securities having the right to vote (or convertible into, or exchangeable for, securities having with the right to vote) on any matters on which shareholders stockholders of the Company may voteon any matter (any such bonds, debentures, notes or obligations, “Voting Debt”), except, solely in the case of clause (ii), for the Convertible Senior Notes. (b) Section 5.2(b) of the Company Disclosure Schedule sets forth a complete and accurate list of the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any Person other than a Subsidiary of the Company. The Company does not own, directly or indirectly, any voting interest in any Person that requires an additional filing by Parent under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the “HSR Act”). (c) Other than the Shares, Company Options, Option Plans and registration rights agreement entered into in connection with the ESPP, or as set forth on Schedule 4.3Convertible Senior Notes, there are not any securities, options, warrants, calls, no registration rights, commitmentsand, agreementsas of the date of this Agreement, arrangements there is no rights agreement, “poison pill” anti-takeover plan or undertakings of any kind other similar plan, device or arrangement to which the Company or any of its subsidiaries Subsidiaries is a party or by which it or they are bound with respect to any equity security of them is bound obligating any class of the Company. Neither the Company or nor any of its subsidiaries Affiliates is a party to issue, deliver or sell, is bound by any agreements or cause understandings with respect to be issued, delivered the voting (including voting trusts and proxies) or sold, additional shares of capital stock sale or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company. There are no obligations, contingent or voting securities otherwise, of the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or the capital stock of the Company or any securities of the type described in the two immediately preceding sentencesits Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 150 million shares of Common Stock and 10,000,000 10 million shares of preferred stock, par value $0.01 per share (the "“Preferred Shares"Stock”). As of December 31the date hereof: (A) 20,061,849 shares of Common Stock, 1997including 330,266 shares of Restricted Stock, (i) 3,490,835 Class A Shares were are issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock are outstanding; (B) 1,225,815 shares of Common Stock are held by the Company in its treasury; and (C) 1,769,147 shares of Common Stock were issued, authorized and reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of outstanding options representing the outstanding Company right to acquire shares of Common Stock (the “Stock Options. ”) awarded pursuant to, or subject to the terms of, the 2005 Equity Incentive Plan and the 2010 Omnibus Incentive Plan (collectively, the “Stock Option Plans”), 1,372,341 of which are vested. (ii) All issued and outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be are duly authorized, validly issued, fully paid and nonassessable and not subject to and were not issued in violation of any preemptive rights. Except as set forth on Schedule 4.3, there right. (iii) There are not any no bonds, debentures, notes or other indebtedness or securities of the Company having having, or providing the holders thereof, the right to vote (or which are convertible into, exchangeable for or exchangeable exercisable for, shares of capital stock, equity or other securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, There are no agreements or as set forth on Schedule 4.3, there are not understandings (including any securities, options, warrants, calls, rights, commitments, agreements, arrangements voting trust or undertakings of any kind irrevocable proxy) to which the Company or any of its subsidiaries Company Subsidiary is a party with respect to the issuance of or by the voting interest in or consent of any shares of capital stock of the Company or which restrict the transfer of any such shares (other than agreements restricting the transfer of them is bound obligating unvested shares of restricted Common Stock issued and outstanding under the Stock Option Plans). (iv) Other than pursuant to the Stock Option Plans and except for the Common Stock, there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company or any of its subsidiaries Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or any of its Subsidiaries, or (C) any warrants, calls, options, subscriptions, convertible securities or other rights to acquire from the Company or any of its Subsidiaries, and no obligation, agreement or commitment of the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company, and 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 of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such securitysecurities, option, warrant, call, right, commitment, agreement, arrangement including any agreements granting or undertaking. There are no outstanding extending any preemptive rights, commitmentssubscription rights, agreementsanti-dilutive rights, arrangements rights of first refusal or undertakings of similar rights with respect to any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries Subsidiaries. (v) Section 3.01(b)(v) of the Company Disclosure Schedule sets forth a true, complete and correct list of the Stock Options, including the names of the Person to whom such Stock Options have been granted, the number of shares subject to each Stock Option, the per share exercise price for each Stock Option and the portion of each Stock Option that is currently exercisable. (vi) Section 3.01(b)(vi) of the Company Disclosure Schedule sets forth a true, complete and correct list of the unvested Restricted Stock outstanding under the Stock Option Plans, including the name of the Persons to whom such Restricted Stock awards have been granted and the number of shares granted. Neither the Company nor any Company Subsidiary has issued any “phantom” stock or stock appreciation rights. (vii) Section 3.01(b)(vii) of the Company Disclosure Schedule sets forth a true and complete list of each Subsidiary of the Company as of the date of this Agreement and, for each such Subsidiary, its jurisdiction of incorporation or organization. Section 3.01(b)(vii) of the Company Disclosure Schedule sets forth a true and complete list of each Insurance Subsidiary of the Company in existence as of the date of this Agreement and, for each such Insurance Subsidiary, its jurisdiction of incorporation or organization and each jurisdiction where it is required to be licensed by the state department of insurance, state department of health or other applicable state agency. Prior to the date of this Agreement, the Company has made available to Parent true and complete copies of the certificate of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company as in effect on the date of this Agreement. (viii) Except as set forth on Section 3.01(b)(viii) of the Company Disclosure Schedule, all of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company is owned by the Company, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of, or other ownership interests in, any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of, or other ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of, or other ownership interests in, any Subsidiary of the type described Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or other ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the two immediately preceding sentences“Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Subsidiary Securities. Except for the capital stock or other voting securities of, or other ownership interests in, its Subsidiaries and publicly traded securities held for investment which do not exceed 5% of the outstanding securities of any entity, the Company does not own, directly or indirectly, any capital stock or other voting securities of, or other ownership interests in, any Person.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares(i) 100,000,000 shares of Common Stock, 10,000,000 Class B Shares $0.001 par value, of which there were 28,187,177 shares issued and outstanding as of the close of business on October 3, 2005; and (ii) 10,000,000 shares of preferred stockPreferred Stock, $0.001 par value $0.01 per share (the "Preferred Shares"). As value, of December 31, 1997, (i) 3,490,835 Class A Shares which no shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any outstanding as of the Company's subsidiariesclose of business on the Execution Date. On October 3, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the 2005, there are no other outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity voting securities and on the Execution Date, there are no, and as of the Effective Time there will be no, outstanding commitments to issue any shares of capital stock or voting securities securities, other than pursuant to the exercise of Company Options outstanding as of such date under the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses Stock Option Plans. (ivb) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Common Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rightsrights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is bound. Except as set forth on Schedule 4.3, there are not any bonds, debentures, notes or other indebtedness or securities As of the close of business on October 5, 2005, Company having has reserved (i) 4,237,500 shares of Company Common Stock for issuance pursuant to the right 1995 Stock Plan, as amended, of which 2,916,559 shares are issued and are outstanding pursuant to vote option exercises or direct stock purchases, 638,610 shares are subject to outstanding, unexercised options and 682,331 shares remain available for future option grants and issuances thereunder; (ii) 7,900,000 shares of Company Common Stock for issuance pursuant to the Amended and Restated 1999 Stock Incentive Plan, of which 841,719 shares are issued and outstanding pursuant to option exercises or convertible intodirect stock purchases, 5,079,457 shares are subject to outstanding, unexercised options and 1,978,824 shares remain available for future option grants and issuances thereunder; (iii) 200,000 shares of Company Common Stock for issuance pursuant to the Amended and Restated 1999 Director Plan, of which 0 shares have been issued pursuant to option exercises or exchangeable fordirect stock purchases, securities having the right 200,000 shares are subject to voteoutstanding, unexercised options and 0 shares remain available for future option grants and issuances thereunder; and (iv) on any matters on which shareholders 3,000,000 shares of Company Common Stock for issuance to employees and consultants pursuant to the Company may voteESPP, of which 1,896,194 shares have been issued. Other than The number of shares that would be issued on a “net-exercise” basis, if all options with an exercise price of $2.08 or less on October 3, 2005 were exercised, is 696,713. On the SharesExecution Date, except for (i) the rights created pursuant to this Agreement, the Company Options, Stock Option Plans and the ESPP, Company ESPP and (ii) Company’s rights to repurchase any unvested shares under the Company Stock Option Plans or as set forth on Schedule 4.3the stock option agreements thereunder, there are not any securitiesno, and as of the Effective Time there will be no, other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company or any of its subsidiaries is a party or by which any of them it is bound obligating the Company or any of its subsidiaries 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 of any of its subsidiaries Common Stock or obligating the Company or any of its subsidiaries to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement except as may be permitted under Section 4.2 hereof. Company has no rights to repurchase unvested shares of Company Common Stock. Except for the agreements contemplated by this Agreement and filed as exhibits to the Company’s SEC Documents, agreement, arrangement or undertaking. There there are no contracts, commitments or agreements relating to voting, purchase or sale of Company Common Stock (i) between or among Company and any of its securityholders and (ii) to Company’s Knowledge, between or among any of Company’s securityholders. (c) The current “Purchase Period,” as defined in the Company ESPP commenced under the Company ESPP on May 1, 2005 and will end prior to the Effective Time as provided in this Agreement, and except for the purchase rights granted on such commencement date to participants in the current Purchase Period, there are no other purchase rights or options outstanding rightsunder the Company ESPP. (d) The terms of the Company Stock Option Plans permit, commitmentsbut do not require, agreementsthe termination of the Company Options by Parent as provided for in this Agreement, arrangements without the consent or undertakings approval of the holders of the Company Stock Options, the stockholders of the Company, or otherwise, without any kind obligating acceleration of the exercise schedule or vesting provisions with respect to those options. All of the outstanding Company Options permit accelerated vesting or exercisability of those options by reason of the Merger or any other transactions contemplated by this Agreement. True and complete copies of the standard forms of agreements and instruments relating to Company Options issued under the Company Stock Option Plans, or otherwise relating to the issuance of Company Options have been made available to Parent and, except in connection with written employment agreements with officers or employees of Company or any of its subsidiaries Subsidiary as set forth on Schedule 2.2(d), no Company Options have been granted whose terms differ materially from such forms provided to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesParent.

Capital Structure. (a) The authorized share capital stock of the Company consists of 50,000,000 Class A 267,001,308 Common Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stock, par value $0.01 0.000037453 per share share. At the close of business on November 9, 2020 (the "Preferred Shares"“Capitalization Time”). As of December 31, 1997, (i) 3,490,835 Class A 31,721,018 Common Shares were issued and outstanding, outstanding (of which no shares consisted of Company Restricted Shares); (ii) 5,892,756 Class B no Common Shares were issued and outstandingheld in the Company’s treasury, (iii) no 1,985,961 Common Shares were reserved and available for the grant of future awards pursuant to the Company Share Plan; (iv) 3,688,881 Common Shares were issuable upon the exercise of outstanding Company Options (assuming the vesting in full of such Company Options); (v) 845,732 Common Shares were issuable upon the exercise or settlement of outstanding SARs (assuming the vesting in full of such SARs); (vi) 1,885,942 Common Shares were issuable upon the vesting or settlement of outstanding Company RSUs; (vii) 99,777 Common Shares were issuable upon the exercise of the outstanding Company Warrants at an exercise price of $9.02 per Common Share; and (viii) the maximum number of Common Shares that may be issuable pursuant to the exercise of outstanding ESPP Purchase Rights for the Offering Period is 150,000 Common Shares. (b) Except as set forth in Section 3.02(a) and Section 3.03(a), the Company Memorandum of Association, the Company Bye-laws and for such securities of any Company Subsidiary held by the Company or by any of its other Subsidiaries, at the Company's subsidiariesCapitalization Time, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and there are no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above : (i) capital shares, voting securities, voting Indebtedness, or on Schedule 4.3ownership interests in the Company or any Company Subsidiary, no (ii) securities or Indebtedness issued by the Company or a Company Subsidiary that are convertible into or exchangeable for shares of capital stock, voting securities, voting Indebtedness, or ownership interests in the Company or any Company Subsidiary, (iii) warrants, calls, options or other rights to acquire from the Company or a Company Subsidiary, or other obligation of the Company or a Company Subsidiary to issue, any capital stock, voting securities, voting Indebtedness, or securities convertible into or exchangeable for capital stock, voting securities or voting Indebtedness of the Company or a Company Subsidiary, or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or other equity similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of the Company are issuedor any Company Subsidiary (the foregoing (i) – (iv), reserved for issuance a “Company Equity Related Obligation”). Since the Capitalization Time, neither the Company nor any Company Subsidiary has issued any Common Shares or outstandingotherwise entered into any Company Equity Related Obligation, except for as specifically permitted in Section 5.01(b). (c) All outstanding Common Shares referred to in clauses (iv) and (v) above which are, and, at the time of issuance, all Common Shares that may be issued upon the exercise, vesting or settlement of Company Share Awards, the exercise of ESPP Purchase Rights, and the exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company areWarrants will be, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to to, or issued in violation of, Law or any purchase option, call option, right of first refusal, preemptive rights. Except as set forth on Schedule 4.3right, there are not subscription right or any bonds, debentures, notes or other indebtedness or securities similar right under any provision of the Company having the right to vote (or convertible intoBermuda Companies Act, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than Memorandum of Association, the Shares, Company Options, Option Plans and the ESPP, Bye-laws or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind Contract to which the Company or any of its subsidiaries is a party or by which otherwise bound. (d) Since the Capitalization Time, except for acquisitions or deemed acquisitions of Common Shares in connection with (i) the settlement of any cashless exercise of them is bound obligating a Company Option or Company Warrant, or the withholding of Taxes in connection with the exercise, vesting or settlement of Company Share Awards, and (ii) forfeitures of Company Share Awards, neither the Company nor any Company Subsidiary has repurchased, redeemed or otherwise acquired any of its subsidiaries to issueshare capital or voting securities of, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of interests in, the Company or of any of its subsidiaries or obligating the Company (including Common Shares) or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesEquity Related Obligation.

Capital Structure. (i) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 62,500,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of preferred stock, par value $0.01 .01 per share (the "Company Preferred SharesStock"). As At the close of December 31business on August 29, 19972005, (i) 3,490,835 Class A Shares 18,858,711 shares of Company Common Stock were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares 190,000 shares of Company Common Stock were held by the Company or by any in its treasury, (iii) 2,144,606 shares of Company Common Stock were subject to outstanding Company Stock Options under the Company's subsidiaries1993 Stock Option Plan, 1998 Non-Qualified Stock Option Plan, 1999 Employee Stock Purchase Plan, and 2000 Stock Option Plan, each as amended to the date hereof (such plans, collectively, the "Company Stock Plans") , (iv) 10,500 Class A Shares no shares of Company Preferred Stock were reserved for issuance issued or outstanding or were held by the Company as treasury shares, and (v) warrants to acquire 565,000 shares of Company Common Stock from the Company pursuant to the outstanding warrant agreements set forth on Section 3.01(c) of the Company OptionsDisclosure Schedule and previously delivered in complete and correct form to Parent (the "Warrants") were issued and outstanding. (ii) Except as set forth above in this Section 3.01(c), (v) 629,150 Class B Shares were reserved for issuance pursuant to at the outstanding Company Optionsclose of business on August 29, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP2005, and (vii) no shares of Preferred Stock capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3There are no outstanding stock appreciation rights, no "phantom" stock rights, performance units, rights to receive shares of capital stock Company Common Stock on a deferred basis or other equity or voting securities rights (other than Company Stock Options and the Warrants) that are linked to the value of Company Common Stock (collectively, "Company Stock-Based Awards"). Section 3.01(c) of the Company Disclosure Schedule sets forth a complete and accurate list, as of August 29, 2005, of all outstanding options to purchase shares of Company Common Stock (collectively, "Company Stock Options") under the Company Stock Plans (including, but not limited to, the Company's 1999 Employee Stock Purchase Plan), and all outstanding Warrants, the number of shares of Company Common Stock (or other stock) subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof. (iii) There are issued, reserved for issuance or outstanding, except for Shares referred no outstanding shares of Company Common Stock in respect of which the Company has a right under specified circumstances to in clauses repurchase such shares at a fixed purchase price. (iv) All outstanding Company Stock Options are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements, in each case in the forms previously delivered or made available to Parent, and no stock option agreement, restricted stock purchase agreement or other award agreement contains terms that are materially inconsistent with such forms. (v) above which may Each Company Stock Option may, by its terms, be issued upon exercise of cancelled in connection with the outstanding Company Optionstransactions contemplated hereby for a lump sum payment in accordance with and to the extent required by Section 5.04(a). All Warrants may, by their terms, be cancelled in exchange for a lump sum cash payment in accordance with and to the extent required by Section 5.04(b). (vi) All outstanding shares of capital stock of the Company are, and all Shares shares which may be issued prior to the Effective Time pursuant to the Option Plans willCompany Stock Options or the Warrants will be when issued in accordance with the terms thereof, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there . (vii) There are not any no bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or . (viii) Except as set forth on Schedule 4.3above in this Section 3.01(c) or in Section 3.01(c) of the Company Disclosure Schedule, (x) there are not issued, reserved for issuance or outstanding (A) any securitiesshares of capital stock or other voting securities or equity interests of the Company, options(B) 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, 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 of its subsidiaries is a party or by which any Subsidiaries, and no obligation of them is bound obligating the Company or any of its subsidiaries 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 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 its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. (ix) Except as set forth above in this Section 3.01(c) or other equity or voting securities Section 3.01(c) of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issueDisclosure Schedule, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There there are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting (1) securities of the Company or any of its subsidiaries 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 other rights to acquire from the Company or any of 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 any Subsidiary of the type described in Company or (3) obligations of the two immediately preceding sentencesCompany or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 20,000,000 shares of Common Stock, of which 4,168,380 shares were outstanding as of the close of business on March 22, 2002, and 2,000,000 preferred stockshares, without par value $0.01 per share value, (the "Preferred SharesStock"), none of which were outstanding as of the close of business on March 22, 2002. All of the outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no shares of Common Stock or Preferred Stock subject to issuance, except (i) 500,000 shares of Common Stock reserved for issuance under the 1990 Liqui-Box Corporation Stock Option Plan, as amended (the "1990 Plan"), and (ii) 500,000 shares of Common Stock reserved for issuance under the Liqui-Box Shares Stock Option Plan, as amended (together with the 1990 Plan, the "Stock Plans"). Options to acquire 796,670 shares of Common Stock were outstanding as of March 22, 2002 (each, a "Company Option"). Schedule 6.1(b) sets forth a correct and complete list of each outstanding Company Option as of March 22, 2002, including the holder, date of grant, exercise price and number of shares of Common Stock subject thereto. As of December 31March 22, 19972002, (i) 3,490,835 Class A Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) there are no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issuedissued or outstanding except as set forth above and, fully paid and nonassessable and not subject to preemptive rights. Except except as set forth above or as set forth on Schedule 4.36.1(b), there are no preemptive rights or any outstanding subscriptions, options, warrants, rights or convertible securities or any agreements or commitments of any character to which the Company is a party or may be bound relating to the issued or unissued capital stock or other securities of the Company. The Company does not have outstanding any bonds, debentures, notes or other indebtedness or securities obligations, the holders of the Company having which have the right to vote (or which are 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 voteon any matter ("Voting Debt"). Other than Except for the SharesStock Plans, Company Optionsat or after the Effective Time, Option Plans and neither the ESPPCompany, the Surviving Corporation, the Parent nor their respective affiliates will have any obligation to issue, transfer or as set forth on Schedule 4.3sell any shares or securities of the Company, there are not any securitiesthe Surviving Corporation, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Parent or any of its subsidiaries is a party or by which their respective affiliates pursuant to any of them is bound obligating Compensation and Benefit Plan (as defined herein). Since January 31, 2002, the Company or any of its subsidiaries to issue, deliver or sell, or cause to be has not issued, delivered granted or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter entered into any such securityagreement relating to any subscription, option, warrant, call, right, commitment, agreement, arrangement right or undertaking. There are no outstanding rights, commitments, agreements, arrangements convertible security or undertakings any agreement or commitment of any kind obligating character to which the Company is a party or any of its subsidiaries may be bound relating to repurchase, redeem the issued or otherwise acquire or dispose of any shares of unissued capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesCompany.

Capital Structure. (a) The authorized shares of capital stock of the Company consists of 50,000,000 Class A Shares900,000,000 shares of Company Common Stock, 10,000,000 Class B Shares and 10,000,000 100,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock” and, together with the "Preferred Shares"Company Common Stock, the “Company Capital Stock”). As of December 31the close of business on September 12, 19972025 (the “Capitalization Date”), (i) 3,490,835 Class A Shares 220,948,424 shares of Company Common Stock were issued and outstanding, including 107,445 Company Restricted Shares, (ii) no shares of Company Preferred Stock were issued and outstanding and (iii) 866,693 shares of Company Common Stock were reserved and available for future issuance pursuant to outstanding Company Options. All of the outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable. From the Capitalization Date until the date of this Agreement, no shares of Company Common Stock, Company Preferred Stock or Company Options have been issued, awarded or granted other than such shares of Company Common Stock issued in connection with the vesting of Company Compensatory Awards or the redemption or conversion of any Operating Partnership Common Units or any Operating Partnership Compensatory Award. Except as set forth in this Section 4.4(a), there is no other outstanding Company Capital Stock as of the close of business on the Capitalization Date. (b) Section 4.4(b) of the Company Disclosure Letter sets forth the following information with respect to outstanding Company Compensatory Awards as of the close of business on the Capitalization Date: (1) the name (or employee identification number) of the holder thereof; (2) the number of shares of Company Common Stock issuable thereunder; (3) the grant date; (4) the expiration date (if any); (5) the exercise price (if any); and (6) with respect to a Company Option, whether such Company Option is intended to constitute an “incentive stock option” within the meaning of Section 422 of the Code. (c) The Company is the sole general partner of the Operating Partnership and is the legal and beneficial owner of, and has good and valid title to, all of the general partnership interests in the Operating Partnership and 220,948,424 Operating Partnership Common Units, in each case free and clear of any Liens other than transfer and other restrictions under applicable federal and state securities Laws. As of the Capitalization Date, (i) 232,005,926 Operating Partnership Common Units were issued and outstanding, (ii) 5,892,756 Class B Shares no Operating Partnership Preferred Units were issued and outstanding, (iii) no Shares 8,778,743 Operating Partnership LTIP Units were held by issued and outstanding or subject to issuance (assuming that, for purposes of any such Operating Partnership LTIP Units that are subject to performance-based vesting criteria, that the Company or by any of the Company's subsidiariesapplicable performance metrics are achieved at “maximum” levels), and (iv) 10,500 Class A Shares 14,524,750 Operating Partnership AOLTIP Units were reserved issued and outstanding or subject to issuance (assuming that, for issuance pursuant purposes of any such Operating Partnership AOLTIP Units that are subject to performance-based vesting criteria, that the applicable performance metrics are achieved at “maximum” levels). As of the Capitalization Date, the Company owned 220,948,424 Operating Partnership Common Units, corresponding to 95.2% of the total issued and outstanding Operating Partnership Common Units. As of the Capitalization Date, the limited partners of the Operating Partnership other than the Company owned 11,057,502 Operating Partnership Common Units, corresponding to 4.8% of the total issued and outstanding Operating Partnership Common Units. All of the outstanding Company OptionsOperating Partnership Units are duly authorized, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were validly issued, reserved for issuance or outstandingfully paid and nonassessable. Except as set forth above or in this Section 4.4(c), there are no other outstanding Operating Partnership Units as of the close of business on Schedule 4.3the Capitalization Date. From the Capitalization Date until the date of this Agreement, no shares Operating Partnership Common Units, Operating Partnership Preferred Units, Operating Partnership LTIP Units or Operating Partnership AOLTIP Units have been issued, awarded or granted other than such units issued in connection with the conversion or redemption of capital stock or other equity or voting securities Operating Partnership Compensatory Awards. (d) Section 4.4(d)(i) of the Company are issuedDisclosure Letter sets forth the following information with respect to the Operating Partnership Common Units owned by each Person as of the close of business on the Capitalization Date: (1) the name of the holder thereof, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v2) above which may be issued upon exercise the number of Operating Partnership Units held by each holder thereof and the corresponding percentage of total Operating Partnership Units. Section 4.4(d)(ii) of the Company Disclosure Letter sets forth the following information with respect to outstanding Company Options. Operating Partnership Compensatory Awards as of the close of business on the Capitalization Date: (1) the name (or employee identification number) of the holder thereof; (2) the number and type of units underlying the Operating Partnership Compensatory Awards (assuming that, for purposes of any such Operating Partnership Compensatory Awards that are subject to performance-based vesting criteria, that the applicable performance metrics are achieved at “maximum” levels); (3) the grant date; (4) the expiration date (if any); and (5) the unit participation threshold (if any). (e) All of the outstanding shares of capital stock of each Subsidiary of the Company are, and all Shares which may be issued pursuant to (other than the Option Plans will, when issued, be Operating Partnership) that is a corporation are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive no class of shares of stock were issued in violation of any preemptive, first refusal or first offer rights. All of the outstanding equity interests in each Subsidiary of the Company that is a partnership or limited liability company are duly authorized and validly issued and were not issued in violation of any preemptive, first refusal or first offer rights. All outstanding shares of capital stock of, or equity interests in, each Subsidiary of the Company that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable, as applicable. Except with respect to the Operating Partnership and as set forth on Schedule 4.3Section 4.4(e) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding capital stock of, or equity interests in, each Subsidiary of the Company (other than the Operating Partnership) and has good and valid title thereto, free and clear of all Liens, other than Permitted Encumbrances, and free of preemptive, first refusal or first offer rights. (f) As of the close of business on the Capitalization Date, there are not any no bonds, debentures, notes or other indebtedness Indebtedness having general voting rights (or convertible into securities having such rights) of the Acquired Companies (“Voting Debt”) issued and outstanding. Except for Company Compensatory Awards set forth in Section 4.4(a) of the Company having Disclosure Letter and the right to vote (or convertible into, or exchangeable for, securities having the right to voteOperating Partnership Compensatory Awards set forth in Section 4.4(c)(ii) on any matters on which shareholders of the Company may vote. Other than Disclosure Letter, as of the Sharesclose of business on the Capitalization Date (and shares of Company Common Stock, Company OptionsOperating Partnership LTIP Units, Option Plans and Operating Partnership AOLTIP Units or Operating Partnership Common Units issuable on the ESPPexercise, vesting or conversion thereof, as set forth on Schedule 4.3applicable), there are not any securitiesno outstanding subscriptions, securities options, warrants, calls, rights, commitmentsprofits interests, stock appreciation rights, phantom stock, convertible securities, preemptive rights, anti-dilutive rights, rights of first refusal or other similar rights, agreements, arrangements arrangements, undertakings or undertakings commitments of any kind to which the Company or any of its subsidiaries Acquired Companies is a party or by which any of them is bound obligating the Company or any of its subsidiaries the Acquired Companies to (i) issue, deliver transfer or sellsell or create, or cause to be issued, delivered transferred or sold, sold or created any additional shares of capital stock or other equity interests or voting securities phantom stock or other contractual rights the value of which is determined in whole or in part by the Company or value of any equity security of any of its subsidiaries the Acquired Companies or obligating the Company securities convertible into or any of its subsidiaries to exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such securitysubscriptions, optionoptions, warrantwarrants, callcalls, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitmentsprofits interests, stock appreciation rights, phantom stock, convertible securities or other similar rights, agreements, arrangements arrangements, undertakings or undertakings of any kind obligating the Company commitments, or any of its subsidiaries to repurchase(iii) redeem, redeem repurchase or otherwise acquire or dispose of any such shares of capital stock stock, Voting Debt or other equity interests. (g) None of the Acquired Companies are party to or bound by any Contracts concerning the voting securities (including voting trusts and proxies) of any capital stock or equity interests of any of the Company Parties that restricts the transfer of any capital stock or equity of the Acquired Companies. Except as set forth in Section 4.4(g) of the Company Disclosure Letter, none of the Acquired Companies has granted any registration rights on Company Capital Stock or Operating Partnership Units. No Company Common Stock is owned by any Subsidiary of its subsidiaries the Company. (h) The Company does not have a “poison pill” or similar stockholder rights plan. (i) All dividends or other distributions on the Company Common Stock and any material dividends or other distributions on any securities of any Subsidiary of the type described Company, which have been authorized or declared prior to the date hereof, have been paid in full (except to the two immediately preceding sentencesextent such dividends have been publicly announced and are not yet due and payable).

Capital Structure. (i) The authorized capital stock of the Company consists of 50,000,000 1,500,000,000 shares of Company Common Stock, comprising 1,000,000,000 shares of Class A Shares, 10,000,000 Common Stock and 500,000,000 shares of Class B Shares and Common Stock, as well as 10,000,000 shares of preferred stock, par value $0.01 0.00001 per share (the "“Company Preferred Shares"Stock”). As At the close of business on December 315, 19972025 (the “Capitalization Date”), (iA) 3,490,835 Class A Shares (1) 353,150,925 shares of Company Common Stock (excluding treasury shares) were issued and outstanding, (ii) 5,892,756 comprising 303,162,157 shares of Class A Common Stock and 49,988,768 shares of Class B Shares Common Stock and (2) no shares of Company Preferred Stock were issued and outstanding, and (iiiB) (1) 17,229,217 shares of Company Common Stock were subject to outstanding options (other than rights under the ESPP) to acquire shares of Company Common Stock from the Company (of which 22,500 relate to options to acquire shares of Class A Common Stock and 17,206,717 relate to options to acquire shares of Class B Common Stock) (such options, together with any other stock options granted after the Capitalization Date, in each case whether granted pursuant to the Company Stock Plans or otherwise but excluding rights under the ESPP, the “Stock Options”), (2) 19,264,297 shares of Class A Common Stock were subject to restricted stock units with service-based, but not performance-based, vesting or delivery requirements (such restricted stock units, together with any other restricted stock units granted after the Capitalization Date, in each case whether granted pursuant to the Company Stock Plans or otherwise, the “RSUs”), (3) 12,067,060 shares of Class A Common Stock and no shares of Class B Common Stock were reserved and available for issuance pursuant to the Company’s 2021 Employee Stock Purchase Plan (the “ESPP”) and (4) 15,939,660 shares of Class A Common Stock were reserved for issuance upon the possible conversion of the Convertible Notes. As of the close of business on the Capitalization Date, there were outstanding rights to purchase up to 3,419,412 shares of Class A Common Stock on the last day of the current offering period in effect under the ESPP (assuming the fair market value per share of Class A Common Stock on the last day of the current offering period in effect under the ESPP will be equal to the Merger Consideration). (ii) At the close of business on the Capitalization Date, (A) no Shares shares of Class A Common Stock were held by the Company or by any as treasury shares and (B) 85,801,302 shares of Company Common Stock were reserved and available for issuance in the aggregate pursuant to (1) the Company's subsidiaries, ’s 2021 Equity Incentive Plan (iv) 10,500 of which 68,594,585 relate to Class A Shares were reserved for issuance pursuant Common Stock and none relate to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPPCommon Stock), and (vii2) the Company’s 2014 Stock Plan (together with the ESPP and the Company’s 2021 Equity Incentive Plan, the “Company Stock Plans”) (of which none relate to Class A Common Stock and 17,206,717 relate to Class B Common Stock). (iii) As of the close of business on the Capitalization Date, except as described in Section 3.01(c)(i), and other than the Capped Call Transactions, no shares of Preferred Stock capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or securities convertible into, or exchangeable or exercisable for, or options, warrants, shares of deferred stock, restricted stock awards, stock appreciation rights, phantom stock awards or other rights to acquire any such capital stock of, or other equity or voting interests in, the Company, were issued, reserved for issuance or outstanding. Except as set forth above or From the close of business on Schedule 4.3the Capitalization Date to the date of this Agreement, (A) there have been no issuances by the Company of shares of capital stock of, or other equity or voting securities interests in, the Company, other than issuances of shares of Class A Common Stock or Class B Common Stock pursuant to the exercise of Stock Options or rights under the ESPP or the settlement of RSUs or the conversion of Class B Common Stock to Class A Common Stock, in each case outstanding as of the Capitalization Date, and only if and to the extent required by their respective terms as in effect on such date and (B) there have been no issuances by the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses of any Equity Equivalents other than rights under the ESPP. (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which shares that may be issued pursuant to the Option Company Stock Plans willand the Convertible Notes will be, when issuedissued in accordance with the terms thereof, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except As of the date hereof, the Company has made available to Parent true and complete copies of all of the Contracts entered into by the Company and its affiliates in connection with the Capped Call Transactions (excluding, for the avoidance of doubt, any client onboarding documents, regulatory documents or other know-your-customer type of documents). (v) As of the close of business on the Capitalization Date, except as set forth on Schedule 4.3, described in Section 3.01(c) there are not any no (A) bonds, debentures, notes or other indebtedness or securities Indebtedness of the Company having or any of its Subsidiaries and (B) securities or other instruments or rights (including stock appreciation rights, phantom stock awards or other similar rights) issued by, or other obligations of, the Company or any of its Subsidiaries (the items referred to in clauses (A) and (B) collectively, “Equity Equivalents”), in each of clauses (A) and (B), that are linked to, or the value of which is in any way based upon or derived from, the value of any class of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, the value of the Company, any of its Subsidiaries or any part thereof, or any dividends or other distributions declared or paid on any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or which have or which by their terms may have at any time (whether actual or contingent) the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company or any of its Subsidiaries may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3in Section 3.01(c), there are not any no securities, options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings Contracts of any kind to which the Company or any of its subsidiaries Subsidiaries is a party party, or by which the Company or any of them its Subsidiaries is bound bound, obligating the Company or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or of any of its subsidiaries Subsidiaries or obligating the Company or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, or right. (vi) Except for the Voting Agreement, commitment, agreement, arrangement or undertaking. There there are no outstanding rights, commitments, stockholder agreements, arrangements voting trusts or undertakings of any kind obligating other agreements or understandings to which the Company or any of its subsidiaries Subsidiaries is a party with respect to repurchasethe holding, redeem voting, registration, redemption, repurchase or otherwise acquire disposition of, or dispose that restricts the transfer of, or grants any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to, any shares of capital stock or other equity or voting securities Equity Equivalents of the Company or any of its subsidiaries Subsidiaries. The Company has no rights plan, “poison pill” or other similar agreement or arrangement. (vii) The ESPP permits the grant of purchase rights that qualify as options granted under an “employee stock purchase plan” within the meaning of Section 423(b) of the Code and Treasury Regulation Section 1.423-2. Section 3.01(c)(vii) of the Company Letter contains a correct and complete list, as of the Capitalization Date, of outstanding Stock Options and RSUs, including the holder, the location of employment of any holder that is a current employee of the Company as reflected in the current records of the Company, the Company Stock Plan under which the award was granted, the date of grant, term (for Stock Options), number of shares of Company Common Stock underlying such award (including the number of shares which relate to Class A Common Stock and the number of shares which relate to Class B Common Stock, where applicable) and, where applicable, exercise price and vesting schedule. Each Stock Option (x) was granted with an exercise price per share equal to or greater than the fair market value of a share of Company Common Stock on the effective date of such grant (as determined under Section 409A of the Code) and (y) has a grant date identical to the grant date approved by the Company Board or the compensation committee of the Company Board (or any securities duly authorized delegate thereof), which is either the date on which the Stock Option was awarded or a later date specified by the Company Board or the compensation committee of the type described Company Board (or any duly authorized delegate thereof). All Stock Options and RSUs may, by their terms, be treated in accordance with Section 5.04(a), and all rights to purchase shares of Class A Common Stock under the ESPP may, by their terms, be treated in accordance with Section 5.04(b). All outstanding Stock Options and RSUs are evidenced by award agreements in the two immediately preceding sentencesforms previously made available to Parent. As of the date of this Agreement, none of the issued and outstanding Company Common Stock is subject to vesting or forfeiture conditions or a right of repurchase by the Company. All outstanding Stock Options and RSUs 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 or RSUs. No shares of Company Common Stock or Equity Equivalents are owned by any Subsidiary of the Company. As of the Capitalization Date, other than the outstanding Stock Options and RSUs and the rights under the ESPP, there are no outstanding rights of any person to receive Company Common Stock under the Company Stock Plans or otherwise, on a deferred basis or otherwise.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares200,000,000 shares of Company Common Stock, 10,000,000 Class B Shares par value $0.10 per share, and 10,000,000 5,000,000 shares of preferred stock, par value $0.01 per share (the "“Company Preferred Shares"Stock”). As At the close of December 31business on March 20, 19972007, (i) 3,490,835 Class A Shares 41,554,469 shares of Company Common Stock were issued and outstandingoutstanding (which number includes 0 shares of Company Common Stock held by the Company in its treasury), (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the 6,765,345 shares of Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares Common Stock were reserved and available for issuance pursuant to the Company’s 1990 Employee Stock Option Plan, 1997 Incentive Stock Option Plan, 2000 Long-Term Performance and Incentive Plan and the ESPP (the foregoing plans, collectively, the “Company Stock Plans”), of which 3,130,791 shares of Company Common Stock were subject to outstanding options to acquire shares of Company OptionsCommon Stock from the Company (such options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the together with any similar options granted after March 20, 2007, but excluding options outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to under the ESPP, the “Company Stock Options”), 122,857 shares of Company Common Stock were issued or awarded in the form of restricted Company Common Stock (the “Company Restricted Stock”) and 436,207 shares of Company Common Stock were subject to issuance upon the vesting of outstanding Company Equity Awards and (viiiii) no shares of Company Preferred Stock were issued or outstanding or held by the Company in its treasury. Except as set forth above, at the close of business on March 20, 2007, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3From March 20, 2007, until the date of this Agreement, (A) there have been no issuances by the Company of shares of capital stock or other equity or voting securities of the Company, other than issuances of shares of Company are issued, reserved for issuance or outstanding, except for Shares referred Common Stock (1) pursuant to in clauses (iv) and (v) above which may be issued upon the exercise of the Company Stock Options outstanding as of March 20, 2007, (2) pursuant to the ESPP or (3) as set forth in Section 3.01(c) of the Company Options. All outstanding Disclosure Letter, and (B) there have been no issuances by the Company of options, warrants, other rights to acquire shares of capital stock of the Company or other rights pursuant to which any Person is or may be entitled to receive any voting interest with respect to matters on which holders of Company Common Stock may vote or any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its assets. All outstanding shares of Company Common Stock are, and all Shares which such shares that may be issued pursuant prior to the Option Plans will, Effective Time will be when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there There are not any no bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the Company Common Stock may votevote (“Voting Company Debt”). Other than the SharesExcept for any obligations pursuant to this Agreement, any Company Options, Option Plans and the ESPP, Stock Plan or as otherwise set forth on Schedule 4.3above, as of March 20, 2007, there are not any securities, no options, warrants, calls, rights, commitmentsconvertible or exchangeable securities, agreementsstock-based performance units, arrangements Contracts or undertakings of any kind to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them is bound (I) obligating the Company or any of its subsidiaries such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or soldsold to any person other than the Company or its Subsidiaries, additional shares of capital stock or other equity or voting securities interests in, or any security convertible or exchangeable for any capital stock of or other equity or voting interest in, the Company or of any of its subsidiaries Subsidiaries or any Voting Company Debt, (II) obligating the Company or any such Subsidiary to issue, grant or enter into any option, warrant, right, security, unit, Contract or undertaking of the type set forth in the immediately preceding clause or (III) that give any person the right pursuant to which such person is or may be entitled to receive any voting interest with respect to matters on which holders of Company Common Stock may vote or any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its subsidiaries to issueassets. As of the date of this Agreement, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There there are no outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or of the Company, other equity or voting securities than pursuant to the Company Stock Plans. Section 3.01(c) of the Company Disclosure Letter sets forth a true and complete list of all Indebtedness for borrowed money of the Company and its Subsidiaries (other than any such Indebtedness owed to the Company or any of its subsidiaries or any securities Subsidiaries) outstanding on the date of the type described in the two immediately preceding sentencesthis Agreement.

Capital Structure. The authorized capital stock of the ----------------- Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Shares"). As of December 31, 1997, (i) 3,490,835 Class A Shares were issued 65,000,000 shares of the Company Common Stock and outstanding, (ii) 5,892,756 Class B Shares were 10,000 shares of Company Preferred Stock. Subject to any Permitted Changes (as defined in Section 5.1(a)(ii)) there are: (i) 15,207,711 shares of Company Common Stock issued and outstanding, outstanding (excluding shares held in the treasury of the Company) and held by the stockholders listed on Attachment BB to the Disclosure Schedule; (ii) no shares of Company Common Stock held in the treasury of the Company; (iii) no Shares were held by 1,689,867 shares of the Company or by any Common Stock reserved for issuance upon exercise of authorized but unawarded Company Options pursuant to the Company's subsidiaries, Company Stock Option Plan; (iv) 10,500 Class A Shares were reserved for issuance pursuant to the 1,310,133 shares of Company Common Stock issuable upon exercise of outstanding Company Options, with an exercise price per each awarded but unexercised Company Option as is set forth in Section 3.3 of the Company Disclosure Schedule hereto; (v) 629,150 Class B Shares were 100,000 shares of Company Common Stock reserved for issuance pursuant to the upon conversion of outstanding Company Options, promissory notes; (vi) 300,000 Class A Shares and no Class B Shares were 371,700 shares of Company Common Stock reserved for issuance pursuant to the ESPP, upon exercise of outstanding warrants; (vii) 4,000 shares of Company Preferred Stock issued and outstanding; and (viiviii) no shares of Company Preferred Stock were issued, reserved for issuance or outstandingare held in the treasury of the Company. Except as set forth above or on Schedule 4.3above, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares shares which may be issued pursuant to the Company Stock Option Plans willPlan will be, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3above, there are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above, there are not any no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them it is bound obligating the Company or any 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 or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rightscontractual obligations, commitments, agreements, understandings or arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose make any payment in respect of any shares of capital stock of the Company and, except as set forth in the Stockholder Agreement and this Agreement, there are no irrevocable proxies with respect to shares of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of the Company Common Stock or other equity securities under the Securities Act, or voting other agreements or arrangements with or, to the knowledge of Company, among any security holders of the Company with respect to securities of the Company. The Company has no rights plan or any of its subsidiaries similar preferred stock purchase plan or any securities of the type described in the two immediately preceding sentencesarrangement.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 20,000,000 shares of Company Common Stock and 10,000,000 1,000,000 shares of preferred stock, par value $0.01 per share (the "“Company Preferred Shares"Stock”). As At the close of December 31business on May 24, 1997, 2006 (i) 3,490,835 Class A Shares 2,910,859 shares of Company Common Stock were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares 431,372 shares of Company Common Stock were held by the Company or by any of the Company's subsidiariesin its treasury, (iviii) 10,500 Class A Shares 187,115 shares of Company Common Stock were reserved for issuance upon the exercise or payment of stock options, stock units or other awards granted or subject to grant pursuant to the outstanding 1993 Stock Option Plan, the 1997 Equity Incentive Plan and the 2000 Director Option Plan (the “Company Options, (vStock Plans”) 629,150 Class B Shares were reserved for issuance pursuant to of which 172,115 have an exercise price less than the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, Closing Merger Consideration Per Share and (viiiv) no shares of Company Preferred Stock were issued or outstanding. (b) The Company has delivered to Parent a correct and complete list, as of May 24, 2006, of all outstanding Company Stock Options and other rights to purchase or receive shares of Company Common Stock granted under the Company Stock Plans or otherwise, the number of shares of Company Common Stock subject thereto, whether or not a stock option is an incentive stock option, expiration dates and exercise prices thereof, in each case broken down as to each plan, agreement or other arrangement and as to each individual holder. Except as set forth above in this Section 3.03, at the close of business on May 24, 2006, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3in this Section 3.03, there are no outstanding stock appreciation rights, rights to receive shares of capital stock Company Common Stock or Company Preferred Stock on a deferred basis or other equity or voting securities rights that are linked to the value of Company Common Stock granted under the Company are issued, reserved for issuance Stock Plans or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Optionsotherwise. All outstanding shares of capital stock of the Company are, and all Shares shares which may be issued pursuant to the Option Company Stock Plans willwill be, when issuedissued in accordance with the terms thereof, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (c) The authorized capital stock of Electronic Network Systems, Inc. (“Mogul Sub”) consists of 50,000,000 shares of common stock, par value $0.01 per share (“Mogul Sub Common Stock”), and 500,000 shares of preferred stock, par value $0.01 per share (the “Mogul Sub Preferred Stock” and together with the Mogul Sub Common Stock, the “Mogul Sub Capital Stock”) of which 12,000 have been designated by Mogul Sub as Series A Preferred Stock and 2,000 have been designated by Mogul Sub as Series B Preferred Stock. As of the date of this Agreement, (i) 16,895,158 shares of Mogul Sub Common Stock were issued and outstanding, (ii) 12,000 shares of Series A Preferred Stock were issued and outstanding, (iii) 2,000 shares of Series B Preferred Stock were issued and outstanding, (iv) no shares of Mogul Sub Common Stock and no shares of Mogul Sub Preferred Stock, were held by Mogul Sub in its treasury, (v) 6,470,789 shares of Mogul Sub Common Stock were reserved for issuance pursuant to the conversion of the Mogul Sub Preferred Stock, and (vi) no shares of Mogul Sub Capital Stock were reserved for issuance pursuant to any options to purchase Mogul Sub Capital Stock (the “Mogul Sub Stock Options”) pursuant to any stock option or equity plan, including the 1999 Equity Incentive Plan (the “Mogul Sub Stock Plans”) and no shares of Mogul Sub Capital Stock were subject to outstanding Mogul Sub Stock Options. Section 3.03(c) of the Company Disclosure Letter lists the names of all holders of Mogul Sub Capital Stock and their respective ownership of each class of Mogul Sub Capital Stock on both a basic and fully diluted basis. All of the issued and outstanding shares of Mogul Sub Capital Stock are owned of record as set forth in Section 3.03(c) of the Company Disclosure Letter. (d) Except as set forth above in Section 3.03(c), no shares of capital stock or other voting securities of Mogul Sub were issued, reserved for issuance or outstanding. Except as set forth on Schedule 4.3above in Section 3.03(c), there are no outstanding options, stock appreciation rights, rights to receive shares of Mogul Sub Capital Stock on a deferred basis or other rights that are linked to the value of Company Common Stock or Mogul Sub Capital Stock granted under the Mogul Sub Stock Plans or otherwise. All rights to receive shares of Mogul Sub Capital Stock pursuant to the Mogul Sub Stock Plans have expired in accordance with the terms of the Mogul Sub Stock Plans. All outstanding shares of capital stock of Mogul Sub are, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not any subject to preemptive rights. (e) Except as set forth above in this Section 3.03, there are no bonds, debentures, notes or other indebtedness or securities of the Company or any Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or Except as set forth on Schedule 4.3above in this Section 3.03, (i) there are not issued, reserved for issuance or outstanding (A) any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings securities of any kind to which the Company or any of its subsidiaries is a party Subsidiaries convertible into or by which any exchangeable or exercisable for shares of them is bound obligating capital stock or voting securities of the Company or any of its subsidiaries Subsidiaries or (B) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or any obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any of its Subsidiaries, (ii) 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 of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There securities and (iii) there are no not any outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities obligations of the Company or any of its subsidiaries Subsidiaries to register shares of any capital stock or other securities under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”). Neither the Company nor any securities of its Subsidiaries is a party to any voting agreement with respect to the type described in the two immediately preceding sentencesvoting of any such securities.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Sharesshares of Company Common Stock, 10,000,000 Class B Shares par value $0.01 per share, and 10,000,000 1,000,000 shares of preferred stock, par value $0.01 per share (the "“Company Preferred Shares"Stock,” and together with the Company Common Stock, the “Company Capital Stock”). As At the close of December 31business on March 12, 19972010, (i) 3,490,835 Class A 38,252 unvested Company Restricted Shares were issued and outstanding, (ii) 5,892,756 Class B 19,116 vested Company Restricted Shares were issued and outstanding, (iii) 12,485,101 other shares of Company Common Stock (excluding shares of Company Common Stock held by the Company in its treasury and vested and unvested Company Restricted Shares) were issued and outstanding, (iv) no Shares shares of Company Preferred Stock were issued and outstanding, (v) 103,626 shares of Company Common Stock were held by the Company or by any of the Company's subsidiariesin its treasury, (ivvi) 10,500 Class A Shares 2,109,821 shares of Company Common Stock were subject to outstanding Company Options, (vii) 3,103,244 additional shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans (including both 2,109,821 shares of Company Common Stock that are reserved for issuance in connection with outstanding Company Options and 993,423 shares of Company Common Stock that are reserved for issuance but are not subject to any outstanding options or other awards), in each case, subject to adjustments required to be made on the terms set forth in the Company Stock Plans, the Rollover Agreements and the other agreements set forth in Section 3.10(a) of the Company Disclosure Letter governing the Company Restricted Shares and Company Options, as applicable, and (vviii) 629,150 Class B Shares were reserved for issuance the only type of equity-based awards granted pursuant to the outstanding Company Stock Plans are Company Restricted Shares and Company Options, (vi) 300,000 Class A and Company Restricted Shares and no Class B Shares were reserved for issuance pursuant Company Options are the only currently outstanding awards under such plans. Except as set forth above, at the close of business on March 12, 2010, subject to the ESPPexercise of Company Options into shares of Company Common Stock in accordance with the terms of such Company Option and except as contemplated by the Rollover Agreements or as permitted by Section 5.01(b), and (vii) no shares of Preferred Company Capital Stock were or other voting securities of the Company were, and, immediately prior to the Effective Time no shares of Company Capital Stock or other voting securities of the Company will be, issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses . (ivb) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company Capital Stock are, and all Shares which such shares that may be issued pursuant prior to the Option Plans will, Effective Time will be when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company Bylaws or any Contract to which the Company is a party or is otherwise bound. Except as set forth on Schedule 4.3in Section 3.03(b) of the Company Disclosure Letter, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, no 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 of its subsidiaries Company Subsidiary is a party or by which any of them is bound (x) obligating the Company or any of its subsidiaries 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 of its subsidiaries Company Subsidiary or any Voting Company Debt, (y) obligating the Company or any of its subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, 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 Company Capital Stock. There are no outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any of its subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary. (c) Section 3.03(c) of the Company Disclosure Letter sets forth a true and complete list as of the date hereof of all holders of outstanding Company Restricted Shares and Company Options, including, with respect to each holder thereof, (i) the exercise price per underlying share, if applicable, (ii) the term of each such Company Option, and (iii) whether such Company Option is a nonqualified stock option or incentive stock option. Prior to the date hereof, the Company has provided to Parent a copy of each form of award agreement that evidences the grant of Company Options and Company Restricted Shares, and, to the extent that any award has been granted that is evidenced by an award agreement that materially deviates from such form, the Company has provided to Parent a copy of such award agreement. With respect to each Company Option, (w) 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 subsidiaries terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, (x) (1) the award agreement governing such grant was duly executed and delivered by the Company and, to the Knowledge of the Company, each other party thereto, and (2) each such grant was made in accordance with the terms of the applicable Company Stock Plan, the Exchange Act and all other applicable Laws, including the rules of the NASDAQ National Market, and (y) the per share exercise price of each Company Option was not less than the fair market value (within the meaning of Section 422 of the Code, in the case of each Company Option intended to qualify as an “incentive stock option,” and within the meaning of Section 409A of the Code, in the case of each other Company Option) of a share of Company Common Stock on the applicable Grant Date. Each Company Option intended to qualify as an “incentive stock option” under Section 422(b) of the Code, if any, so qualifies. (d) There are no outstanding bonds, debentures, notes or other Indebtedness of the Company having the right to vote on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). (e) The Company does not have in place, and is not subject to, a stockholder rights plan, “poison pill” or similar plan or instrument. (f) Except as set forth in Section 3.03(f) of the Company Disclosure Letter, there are no outstanding contractual obligations of the Company or any securities Company Subsidiary (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of, or (v) granting any preemptive or anti-dilution right with respect to, any shares of Company Capital Stock, or other equity interests in, the Company or any Company Subsidiary. There are no outstanding contractual obligations of the type described Company or any Company Subsidiary to make any investment (in the two immediately preceding sentencesform of a loan, capital contribution or otherwise) in any Company Subsidiary (other than in the ordinary course of business) or any other Person.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Shares"). As of December 31, 1997, (i) 3,490,835 Class A Shares 75,000,000 shares of Common Stock, $0.001 par value, of which there were 39,986,572 shares issued and outstanding as of the close of business on February 19, 2004; and (ii) 5,000,000 shares of Preferred Stock, $0.001 par value, of which none of the shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any outstanding as of the Company's subsidiariesclose of business on the Execution Date. On February 19, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the 2004, there are no other outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity voting securities and on the Execution Date, there are no, and as of the Effective Time there will be no outstanding commitments to issue any shares of capital stock or voting securities securities, other than pursuant to the exercise of Company Options outstanding as of such date under the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses Stock Option Plan. (ivb) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Common Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rightsrights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is bound. Except as set forth As of the close of business on Schedule 4.3February 19, 2004, Company has reserved 3,821,851 shares of Company Common Stock for issuance pursuant to the Company Stock Option Plan, of which zero shares have been issued pursuant to option exercises or direct stock purchases, 3,356,330 shares are subject to outstanding, unexercised options, and 456,562 shares remain available for future option grants and issuances thereunder. On the Execution Date, except for (i) the rights created pursuant to this Agreement and the Company Stock Option Plan, and (ii) Company’s right to repurchase any unvested shares under the Company Stock Option Plan or the stock option agreements thereunder, there are not any bondsno, debentures, notes or other indebtedness or securities and as of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3Effective Time, there are not any securitieswill be no, other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company or any of its subsidiaries is a party or by which any of them it is bound obligating the Company or any of its subsidiaries 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 of any of its subsidiaries Common Stock or obligating the Company or any of its subsidiaries to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement except as may be permitted under Section 4.2 hereof. Except for the agreements contemplated by this Agreement and filed as exhibits to the Company’s SEC Documents, agreement, arrangement or undertaking. There there are no contracts, commitments or agreements relating to voting, purchase or sale of Company Common Stock (i) between or among Company and any of its securityholders and (ii) to Company’s Knowledge, between or among any of Company’s securityholders. (c) The terms of the Company Stock Option Plan permit, but do not require, the assumption of the Company Options by Parent as provided for in this Agreement, without the consent or approval of the holders of the Company Stock Options, the stockholders of the Company, or otherwise, without any acceleration of the exercise schedule or vesting provisions with respect to those options. None of the outstanding rightsCompany Options permit any accelerated vesting or exercisability of those options by reason of the Merger or any other transactions contemplated by this Agreement. True and complete copies of the standard forms of agreements and instruments relating to Company Options issued under the Company Stock Option Plan, commitmentsor otherwise relating to the issuance of Company Options have been made available to Parent, agreementsand, arrangements except in connection with written employment agreements with officers or undertakings employees of any kind obligating the Company or any of its subsidiaries Subsidiary no Company Options have been granted whose terms differ materially from such forms provided to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesParent.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares150,000,000 shares of the Company Common Stock, 10,000,000 Class B Shares par value $0.001 per share and 10,000,000 shares of preferred stock, par value $0.01 0.001 per share (the "“Company Preferred Shares"Stock”). As At the close of December 31business on July 15, 1997, 2025 (the “Measurement Date”): (i) 3,490,835 Class A Shares 44,171,194 shares of the Company Common Stock were issued and outstanding, ; (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares shares of the Company Common Stock were held by the Company or by any in its treasury; (iii) 9,964,518 shares of the Company's subsidiariesCompany Common Stock were subject to outstanding Company Stock Options with a weighted average exercise price of approximately $15.96 per share, 3,005,288 shares of Company Common Stock were subject to outstanding In-the-Money Options with a weighted average exercise price of approximately $6.05 per share; (iv) 10,500 Class A Shares 1,115,274 shares of the Company Common Stock were subject to outstanding Company Restricted Stock Units; (v) 16,059,599 shares of the Company Common Stock were reserved for issuance pursuant to the outstanding Company OptionsStock Plans, 9,702,424 of which were available for future issuance; (vvi) 629,150 Class B Shares 667,931 shares of the Company Common Stock were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, 506,565 of which were available for future issuance; and (vii) no shares of Company Preferred Stock were issued or outstanding. Except as set forth above, at the close of business on the Measurement Date, no shares of capital stock of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3From the Measurement Date to the Agreement Date, there have been no issuances by the Company of shares of capital stock or other equity or voting securities or equity interests of the Company are issuedor options, reserved for warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock or other voting securities or equity interests of the Company or other rights that give the holder thereof any economic or voting interest of a nature accruing to the holders of the Company Common Stock, other than the issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued of the Company Common Stock upon the exercise of the outstanding Company Options. Stock Options or vesting and settlement of Company Restricted Stock Units in accordance with their terms. (b) All outstanding shares of capital stock of the Company Common Stock are, and all Shares which such shares that may be issued pursuant prior to the Option Plans will, Effective Time will be when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3. (c) As of the Agreement Date, there are not any no bonds, debentures, notes or other indebtedness or securities of the Company or its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the Company Common Stock may vote. Other than the Shares, vote by virtue of their ownership thereof (“Voting Company Options, Option Plans and the ESPP, or Debt”). (d) Except as set forth on Schedule 4.3in Section 4.02(a) of this Agreement and in Section 4.02(d) of the Company Disclosure Letter, as of the Measurement Date, there are not any securities, no options, warrants, callsconvertible or exchangeable securities, rights, commitments, agreements, arrangements stock-based performance units or undertakings of any kind other rights or Contracts to which the Company or any of its subsidiaries is a party or by which any of them the Company is bound bound: (i) obligating the Company or any of its subsidiaries to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, additional shares of capital stock of, or other equity or voting securities or equity interests in, or any security convertible or exchangeable for any shares of the Company capital stock of, or of any of its subsidiaries other voting securities or obligating equity interests in, the Company or any of its subsidiaries Voting Company Debt; (ii) obligating the Company to issue, grant, extend grant or enter into any such security, option, warrant, callsecurity, rightunit, commitmentright or Contract; (iii) that give any Person the right to receive any economic or voting interest of a nature accruing to the holders of the Company Common Stock; or (iv) restricting the transfer of, agreementcontaining any right of first refusal or right of first offer with respect to, arrangement or undertaking. There requiring the registration for sale of any shares of, capital stock of the Company. (e) As of the Measurement Date, there are no outstanding rights, commitments, agreements, arrangements or undertakings contractual obligations of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of its subsidiaries or any securities capital stock of the type described Company, except for: (i) acquisitions of shares of the Company Common Stock in connection with the surrender of shares of the Company Common Stock by holders of Company Stock Options in order to pay the exercise price of Company Stock Options; (ii) the withholding of shares of the Company Common Stock to satisfy tax obligations with respect to awards granted pursuant to the Company Stock Plans; and (iii) the acquisition by the Company of Company Stock Options and Company Restricted Stock Units in connection with the forfeiture or repurchase of such awards or shares. (f) All Company Stock Options and Company Restricted Stock Units are evidenced by written award agreements, in each case, substantially in the two immediately preceding sentencesforms that have been made available to Parent, except to the extent that such agreements differ from such forms and from one another with respect to the number of shares of the Company Common Stock covered thereby, the type of award, the exercise price, exercise period, vesting schedule, vesting terms and expiration date applicable thereto. (g) Section 4.02(g) of the Company Disclosure Letter sets forth a true and complete list of all outstanding Company Stock Options and Company Restricted Stock Units, as of the Measurement Date, indicating for each such Company Stock Option or Company Restricted Stock Unit: (i) the name of the holder thereof; (ii) the date of grant; (iii) the number of vested and unvested shares underlying Company Stock Options and Company Restricted Stock Units; and (iv) for each Company Stock Option, the per share exercise price. Each Company Stock Option and Company Restricted Stock Unit was granted or issued in all material respects in accordance with the terms of the applicable Company Stock Plan and all applicable Laws.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 200,000,000 shares of Company Common Stock, 100,000 shares of Series A participating preferred stock, par value $0.01 per share (the "“Company Series A Preferred Shares")Stock”) and 50,000 shares of Company Series B Preferred Stock. As At the close of December 31business on June 30, 19972005, (i) 3,490,835 Class A Shares 61,609,494 shares of Company Common Stock were issued and outstanding, (ii) 5,892,756 Class no shares of Company Series A Preferred Stock were issued and outstanding and 50,000 shares of Company Series B Shares Preferred Stock were issued and outstanding, (iii) no Shares were held by the Company or by any . All of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, are duly authorized and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive rights. Section 3.2 of the Company 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 Agreement in compliance with Section 5.1(h) hereof, 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 Company Common Stock subject to such Company Stock Option, the exercise price and the date of grant thereof. Except as set forth on Schedule 4.3above, and except for shares of Company Common Stock issuable pursuant to the Company’s 1990 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and as permitted to be issued pursuant to Section 5.1(h) hereof following the date of this Agreement and prior to the Closing Date (a) there are not any bonds, debentures, notes or other indebtedness or securities no shares of capital stock of the Company having the right to vote authorized, issued or outstanding; (or convertible into, or exchangeable for, securities having the right to voteb) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any 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 unissued capital stock of its subsidiaries is a party or by which any of them is bound the Company, obligating the Company or any of its subsidiaries to issue, deliver transfer, redeem, purchase or sell, sell or cause to be issued, delivered transferred, redeemed, purchased or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of sold any shares of capital stock of the Company or to otherwise make any payment in respect of any such shares; and (c) there are no rights, agreements or arrangements of any character which provide for any stock appreciation or similar right or grant any right to share in the equity, income, revenue or cash flow of the Company. (b) Section 3.2(b) of the Company Disclosure Schedule sets forth a list of all stockholder agreements, voting trusts and other equity agreements or understandings to which the Company is a party or which are otherwise known to the Company and relating to voting securities or disposition of any shares of the Company’s capital stock or granting to any person or group of persons the right to elect, or to designate or nominate for election, a director to the board of directors of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesSubsidiaries.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class 200,000,000 common shares, no par value (the “Common Shares”), 200,000,000 Series A Preferred Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stock, no par value $0.01 per share (the "“Series A Preferred Shares"” and together with the Common Shares, the “Units”), 240,000 Series B Convertible Preferred Shares, no par value (the “Series B Convertible Shares”) and 15,000,000 other preferred shares (the “Other Preferred Shares”). As of December 31, 1997On the date hereof, (i) 3,490,835 Class 45,320,278 Common Shares, 45,320,278 Series A Preferred Shares, 240,000 Series B Convertible Shares and no Other Preferred Shares were issued and outstanding, (ii) 5,892,756 Class B Shares 2,708,409 Units were issued available for issuance under the Stock Incentive Plans, and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares 235,047 Units were reserved for issuance pursuant upon exercise of outstanding stock options to purchase Units granted under the outstanding Stock Incentive Plans or otherwise (the “Company Options”). The 240,000 outstanding Series B Convertible Shares are convertible into a total of 2,907,415 Common Shares for a total of 48,227,693 Shares outstanding. Schedule 3.1(c) of the Company Disclosure Letter is a true and complete list, (v) 629,150 Class B Shares were reserved for issuance pursuant as of the date hereof, of all outstanding options under the Stock Incentive Plans, the number of Units subject to each such option, the outstanding Company Optionsexercise price, (vi) 300,000 Class A Shares date of grant and no Class B Shares were reserved for issuance pursuant to the ESPPnames and addresses of holders thereof. On the date of this Agreement, and (vii) except as set forth above in this Section 3.1(c), no shares of Preferred Stock capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except (A) for the Series A Preferred Shares, the Series B Convertible Shares and the Company Options, (B) as set forth on in Schedule 4.33.1(c) to the Company Disclosure Letter, and (C) as otherwise permitted under Section 4.1, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any no outstanding securities, options, stock appreciation rights, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of them such entity is bound bound, obligating the Company or any of its subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock stock, voting securities or other equity or voting securities ownership interests of the Company or of any of its subsidiaries Company Subsidiary or obligating the Company or any of its subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences.

Capital Structure. (i) The authorized capital stock of the Company consists of 50,000,000 Class A 800,000,000 Common Shares, 10,000,000 Class B of which 499,115,156 Common Shares (including shares of restricted stock issued pursuant to Company Stock Plans) were issued and 10,000,000 outstanding (excluding treasury shares) as of the close of business on April 30, 2001, and 60,000,000 shares of preferred stock, par value $0.01 1.50 per share share, of which no shares are issued or outstanding as of the date hereof (the "Preferred Shares"). All of the issued and outstanding Common Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of December 31the Effective Time, 1997there will be no Preferred Shares outstanding. As of April 30, (i) 3,490,835 Class A Shares were issued and outstanding2001, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no 39,481,830 Common Shares were held in treasury by the Company or (including 1,399,228 Common Shares held by any of the Company's subsidiariesSubsidiary American General Life Insurance Company). As of the date hereof, the Company has no commitments (ivincluding contingent or conditional commitments) 10,500 Class A to issue or deliver Common Shares or Preferred Shares except as described in the last sentence of this Section 5.2(b)(i) and except that, as of April 30, 2001, there were outstanding options to purchase 34,308,420 Common Shares granted pursuant to the Company Stock Plans to such Persons, with such exercise prices as are set forth in a schedule previously provided to Parent and outstanding Performance Based Restricted Stock Awards containing Performance Awards with respect to 679,000 Common Shares and outstanding restricted share units with respect to 774,781 Common Shares granted pursuant to Company Stock Plans, and approximately 42,611,754 Common Shares were reserved for issuance pursuant to the Company Stock Plans (including pursuant to such outstanding options and other equity-based awards), but the Company Optionsis not, (v) 629,150 Class B as of the date hereof, obligated to issue such Common Shares were reserved for issuance pursuant to except as set forth in this Section 5.2(b)(i) or the outstanding corresponding section of the Company OptionsDisclosure Letter. In addition, as more fully described in Section 5.2(b) of the Company Disclosure Letter, as of April 30, 2001, there were an estimated 1,042,043 phantom shares (viadjusted for the March 1, 2001 stock split) 300,000 Class A under Company deferred compensation plans which, if all such shares vested, would be payable in Common Shares and no Class B Shares were reserved for issuance pursuant to at the ESPP, and applicable distribution dates. (viiii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or in Section 5.2(b) of the Company Disclosure Letter, and for changes since March 31, 2001 resulting from the exercise of stock options outstanding on Schedule 4.3such date, as of the date hereof (i) there are no shares of capital stock or other equity or voting securities of the Company are issuedauthorized, reserved for issuance reserved, issued or outstanding, except for Shares referred (ii) neither the Company nor any of its Subsidiaries is party to in clauses (iv) and (v) above any agreement creating preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible securities or other agreements, arrangements or commitments of any character relating to, or the value of which may be is determined by reference to, the issued upon exercise of the outstanding Company Options. All outstanding shares of or unissued share capital stock or other ownership interest of the Company areor any of its Scheduled Subsidiaries, and all Shares which may be issued pursuant (iii) neither the Company nor any of its Subsidiaries is party to any agreement creating any other 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 Option Plans willCompany or its Scheduled Subsidiaries, when issued, be duly and no securities or obligations evidencing such rights are authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsissued or outstanding. Except as set forth on Schedule 4.3, there are not Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness or securities obligations the holders of the Company having which have the right to vote (or 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. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or such Subsidiary on any securities of the type described in the two immediately preceding sentencesmatter ("Company Voting Debt").

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 (i) 100,000,000 shares of preferred stockCompany Common Stock and (ii) 5,000,000 shares of Preferred Stock, $0.0001 par value $0.01 per share share, of which 150,000 shares have been designated in the Articles as “Series A Convertible Preferred Stock” (the "“Company Preferred Shares"Stock”). As of December 31, 1997the date hereof, (iA) 3,490,835 Class A Shares were (x) 20,459,488 shares of Company Common Stock are issued and outstanding (y) no shares of Company Preferred Stock are issued and outstanding and (z) no other shares of capital stock are issued and outstanding, (iiB) 5,892,756 Class B Shares were issued 14,912 shares of Company Common Stock are held in treasury and outstanding, (iiiC) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company areare owned by a Subsidiary of the Company. As of the date hereof, 18,917,705 shares of Company 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 outstanding shares of Company Common Stock, and all Shares which may be issued pursuant to shares of Company Common Stock reserved for issuance as noted in the Option Plans willpreceding sentence, when issuedissued in accordance with the respective terms thereof, are or will be duly authorized, validly issued, fully paid and nonassessable non-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 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 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. (b) Section 4.3(b) of the Company Disclosure Letter sets forth a complete and correct list, for each holder, of the number of shares of Company Common Stock subject to preemptive rights. each Company Option, Company Warrant and Company Deferred Stock or other rights to purchase or receive Company Common Stock held by such holder, together with the date of grant, the applicable expiration date (and any extensions thereof), the applicable Company Stock Plan or warrant, the per share exercise price and, for any Company Option, whether such option is a nonstatutory stock option or an incentive stock option within the meaning of Section 422 of the Code. (c) Except as set forth on Schedule 4.3, there are not any bonds, debentures, notes or other indebtedness or securities in Section 4.3(c) of the Company having the right Disclosure Letter and except for any obligations pursuant to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, this Agreement or as set forth on Schedule 4.3in subsections (a) and (b) above, (i) the Company does not have any shares of its capital stock issued, outstanding or reserved for issuance and (ii) there are not any securitiesno outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, phantom stock rights, commitmentsstock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other similar rights, agreements, arrangements Contracts, undertakings or undertakings commitments of any kind relating to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities interests of the Company to which the Company is a party or of any of its subsidiaries or otherwise obligating the Company or any of its subsidiaries to (A) issue, grant, extend transfer or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of sell any shares of capital stock or other equity or voting interests of the Company or securities convertible into or exchangeable for such shares or equity or voting interests, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other similar right, agreement, Contract, undertaking or arrangement or (C) redeem, repurchase, or otherwise acquire any such shares of capital stock or other equity or voting interests. (d) The Company has no Indebtedness or other obligations convertible or exchangeable into equity interests or otherwise giving the holders thereof the right to vote (or which are convertible into or exchangeable or exercisable for securities having the right to vote) with the shareholders of any Company Entity on any matter. (e) Except for the Voting Agreement and as set forth in Section 4.3(e) of the Company Disclosure Letter, there are no shareholder agreements, registration rights agreements, voting trusts or other agreements or understandings to which the Company is a party or, to the Company’s knowledge, among any security holders of the Company with respect to securities of the Company, with respect to the voting or registration of the capital stock or other voting or equity interest of the Company or any of its subsidiaries or any securities preemptive rights with respect thereto, and there are no outstanding obligations of the type described in Company to repurchase, redeem or otherwise acquire any shares of capital stock or other equity or voting interests of the two immediately preceding sentencesCompany.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 100,000,000 shares of Company Common Stock, 50,000 shares of Company Series A Preferred Stock, 650,000 shares of Company Series B Preferred Stock, 24,500 shares of Company Series C Preferred Stock, and 5,000,000 shares of undesignated preferred stock, $.01 par value $0.01 per share (the "Preferred SharesCOMPANY UNDESIGNATED PREFERRED STOCK"). As of December 31, 1997, the date hereof: (a) (i) 3,490,835 Class 71,010,323 shares of Company Common Stock are issued and outstanding; (ii) no shares of Company Common Stock are held by the Company in its treasury and no shares of Company Common Stock are held by subsidiaries of the Company; (iii) 10,669,553 shares of Company Common Stock were reserved for issuance pursuant to any plans, agreements and arrangements providing for equity-based compensation to any director, employee, consultant or independent contractor of the Company or any of its subsidiaries (collectively, the "COMPANY STOCK PLANS"), of which 7,657,829 shares are subject to outstanding Company Stock Options and/or have been granted in the form of restricted stock or issued upon exercise of options and (iv) 656,257 warrants to purchase shares of Company Common Stock are issued and outstanding; (b) (i) 50,000 shares of Company Series A Shares were Preferred Stock are issued and outstanding, (ii) 5,892,756 Class 650,000 shares of Company Series B Shares were Preferred Stock are issued and outstanding, (iii) no Shares were held by the 22,109 shares of Company or by any of the Company's subsidiariesSeries C Preferred Stock are issued and outstanding, and (iv) 10,500 Class A Shares were reserved for issuance pursuant warrants to purchase 342 shares of Company Series C Preferred Stock are issued and outstanding; (c) The Company has delivered to Parent a true and complete list, as of the close of business on the date hereof, of all outstanding Company Stock Options, the number of shares subject to each such Company Stock Option, the grant date, exercise price, term and vesting schedule of each such Company Stock Option and the names of the holders thereof. (vd) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities Section 3.3 of the Company are issuedDisclosure Schedule, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All all outstanding shares of capital stock of the Company are, have been duly authorized and all Shares which may be validly issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, and are fully paid and nonassessable and are not subject to preemptive rights. Except as set forth on Schedule 4.3rights created by statute, there are not the Company's Certificate of Incorporation (the "COMPANY CERTIFICATE OF INCORPORATION") or any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind agreement to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any may be bound. Except as set forth in this Section and except for changes since the date of its subsidiaries to issuethis Agreement resulting from the exercise of Company Stock Options outstanding on such date, deliver or sell, or cause to be issued, delivered or sold, additional there are outstanding (i) no shares of capital stock or other equity voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company Company, and (iii) no options or other rights to acquire from the Company, and no obligation of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grantany capital stock, extend voting securities or enter securities convertible into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of exchangeable for capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentencesCompany.

Capital Structure. (a) The authorized shares of capital stock of the Company consists Seller consist of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 60,000,000 shares of preferred stock, $0.01 par value per share, of which 2,737,000 shares are issued and outstanding as of the date hereof and are designated as Series 1997-A Convertible Preferred Shares (the "Seller Preferred Shares"), and 140,000,000 shares of Common Stock, $0.01 par value per share (the "Preferred Seller Common Shares"), of which 36,727,591 are issued and outstanding as of the date hereof. As of December 31, 1997the date hereof, (i) 3,490,835 Class A 3,300,000 Seller Common Shares were issued have been reserved for issuance under the Amended and outstandingRestated Stock Option Plan of Seller (the "Seller Plan"), under which options in respect of 1,534,300 Seller Common Shares have been granted and are outstanding as of the date hereof, (ii) 5,892,756 Class B 9,982,255 Seller Common Shares were issued and outstandingare reserved for issuance upon conversion of Seller OP Units, (iii) no 5,680,917 Seller Common Shares were held by the Company or by any are reserved for issuance upon conversion of the Company's subsidiaries, Seller Preferred Shares and (iv) 10,500 Class A no Seller Preferred Shares were reserved for issuance pursuant or Seller Common Shares are held in the Seller's treasury. (b) Set forth in Section 2.3 of the Seller Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Seller Common Shares granted under the outstanding Company Seller Plan or any other formal or informal arrangement ("Seller Options, "); (vii) 629,150 Class B each grant of Seller Common Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant employees which are subject to the ESPP, any risk of forfeiture; and (viiiii) no all other warrants or other rights to acquire stock, all limited stock appreciation rights, phantom stock, dividend equivalents, performance units and performance shares granted under the Seller Plan which are outstanding as of Preferred Stock were issuedthe date hereof. On the date of this Agreement, reserved for issuance or outstanding. Except except as set forth above in this Section 2.3 or on Schedule 4.3Section 2.3 of the Seller Disclosure Letter, no shares of capital stock of Seller were outstanding or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses issuance. (ivc) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be Seller are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there There are not any no bonds, debentures, notes or other indebtedness or securities of the Company Seller having the right under applicable law or Seller's Certificate of Incorporation or By-laws to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company Seller may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there . (d) There are not any no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Seller or any of its subsidiaries Seller Subsidiary is a party or by which any of them such entity is bound bound, obligating the Company Seller or any of its subsidiaries Seller Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock stock, voting securities or other equity ownership interests of Seller or voting securities of the Company or of any of its subsidiaries Seller Subsidiary or obligating the Company Seller or any of its subsidiaries Seller Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingundertaking (other than to Seller or a Seller Subsidiary). There are no outstanding rights, commitments, agreements, arrangements or undertakings obligations of any kind obligating the Company Seller or any of its subsidiaries Seller Subsidiary to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock of Seller or shares of stock or other equity or voting securities ownership interests of any Seller Subsidiary. (e) As of the Company or any date hereof, 46,376,824 Seller OP Units are validly issued and outstanding, fully paid and nonassessable except to the extent provided by applicable law, of its subsidiaries or any securities of the type described in the two immediately preceding sentences.which 36,414,986 are owned by Seller and 312,605 are owned by Berkshire Apartments, Inc.

Capital Structure. The authorized capital stock of the Company consists of 50,000,000 Class A 100,000,000 Shares, 10,000,000 Class B of which 48,960,309 Shares were outstanding as of the close of business on February 17, 2005, and 10,000,000 5,000,000 shares of preferred stockPreferred Stock, $1.00 par value $0.01 per share (the "“Preferred Shares"”), of which no shares were outstanding as of the close of business on February 17, 2005, and no Shares or Preferred Shares have been issued from such time to and including the date of this Agreement (other than pursuant to the exercise of Company Options (as defined below) issued prior to such time). As All of December 31, 1997, (i) 3,490,835 Class A the outstanding Shares were have been duly authorized and validly issued and outstanding, (ii) 5,892,756 Class B Shares were issued are fully paid and outstanding, (iii) nonassessable. The Company has no Shares or Preferred Shares reserved for issuance, except that, as of February 17, 2005, there were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A 7,740,823 Shares were reserved for issuance pursuant to the outstanding Company OptionsCompany’s Amended and Restated Stock Option and Restricted Stock Purchase Plan, 1999 Long-Term Incentive Plan, 2002 Long-Term Incentive Plan and the ESPP (vcollectively, the “Stock Plans”) 629,150 Class B and Shares were reserved for issuance pursuant to the Stockholder Protection Rights Agreement, dated as of April 17, 2003, between the Company and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agreement”). Section 5.1(b) of the Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a “Company OptionsOption”) including, (vi) 300,000 Class A in each case, the holder, date of grant, exercise price and number of Shares and no Class B Shares were reserved for issuance pursuant to subject thereto. Each of the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no outstanding shares of capital stock or other equity securities or voting securities interests of each of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of Company’s Subsidiaries held by the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be or a Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsowned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance (collectively, “Liens”). Except as set forth on Schedule 4.3above and pursuant to the Rights Agreement, as of the date of this Agreement, there are no preemptive rights or other outstanding options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or other rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 subscribe for or acquire, any securities of the Company or any of its Subsidiaries (“Rights”), and no securities or obligations evidencing Rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other indebtedness or securities obligations the holders of the Company having which have the right to vote (or 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. Other than the SharesThe Company does not own, Company Optionsdirectly or indirectly, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company voting interest that would require a filing by Parent or any “Affiliate” (as defined in Rule 12b-2 under the Securities Exchange Act of its subsidiaries is a party or by which any 1934, as amended (the “Exchange Act”)) of them is bound obligating Parent under the Company or any ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of its subsidiaries to issue1976, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of as amended (the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences“HSR Act”).

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares 400,000,000 shares of Common Stock and 10,000,000 shares of preferred stockPreferred Stock, par value $0.01 per share (the "“Preferred Shares"Stock,” together with the Common Stock, the “Capital Stock”). As At the close of business on December 31, 1997, 2017 (i) 3,490,835 Class A Shares 59,270,830 shares of Common Stock were issued and outstanding, ; (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares 5,119,947 shares of Common Stock were held by the Company or by any in its treasury; (iii) an aggregate of the Company's subsidiaries, (iv) 10,500 Class A Shares 1,957,423 shares of Common Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans, of which 590,557 shares of Common Stock were underlying outstanding and unexercised options to purchase shares of Common Stock (collectively, “Company Options”), 508,257 shares of Common Stock were underlying outstanding and unvested restricted stock units (v) 629,150 Class B Shares were reserved for issuance including any additional restricted stock units issued or issuable pursuant to the Company Stock Plans in connection with the payment by the Company of a dividend, “Company RSUs”), and 835,677 shares of Common Stock were underlying outstanding Company Options, performance stock units (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance including any additional performance stock units issued or issuable pursuant to the ESPPCompany Stock Plans based on actual performance in connection with the payment by the Company of a dividend, “Company Performance Stock Units”) and 22,932 shares of Common Stock underlying additional restricted stock units issued or issuable pursuant to the Company Stock Plans in connection with the payment by the Company of a dividend in respect of the Company RSUs and the Company Performance Stock Units, and (viiiv) no shares of Preferred Stock were issued and outstanding. Except as set forth in this Section 4.03(a), at the close of business on December 31, 2017, no shares of capital stock or voting securities of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3Since December 31, no shares of capital stock or other equity or voting securities 2017, the Company has not granted any Company Stock Awards. Section 4.03(a) of the Company are issuedDisclosure Letter contains a true, reserved for issuance or outstandingcorrect and complete list, except for Shares referred as of December 31, 2017, of all outstanding Company Options, Company RSUs and Company Performance Stock Units, including with respect to in clauses each such award, as applicable, the holder, date of grant, exercise price, vesting schedule, expiration date and number of shares of Common Stock subject thereto (ivthe “Equity Award Schedule”). (b) and (v) above which All of the outstanding shares of Common Stock are, and, at the time of issuance, all such shares that may be issued upon exercise the vesting, settlement or exercise, as applicable, of the outstanding Company Options. All outstanding shares of capital stock of the Company areStock Awards will be, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. All grants of equity awards or other rights with respect to shares of Common Stock to current or former directors, officers, employees, agents or consultants of the Company or any Company Subsidiary have been made in accordance with the terms of the applicable Company Stock Plan and award agreements thereunder and any policy of the Company or the Board of Directors of the Company (the “Company Board”) (including any committee thereof) relating to the grant of such awards or rights. Except as set forth above in this Section 4.03, in Section 4.02(b) or for changes since December 31, 2017 resulting from (x) the exercise of Company Options outstanding on Schedule 4.3such date, and (y) vesting and settlement of Company RSUs and Company Performance Stock Units, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (i) any shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary or any securities of the Company or any Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary, (ii) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, or any other obligation of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary or (iii) any restricted shares or any rights issued by, or other obligations of, the Company or any Company Subsidiary that are linked in any way to the price of any shares of capital stock of the Company or any Company Subsidiary, the value of the Company or any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of the Company or any Company Subsidiary (the items in clauses (i) through (iii) being referred to collectively as the “Company Securities”). Except for acquisitions, or deemed acquisitions, of Common Stock or other equity securities of the Company in connection with (x) the withholding of Taxes in connection with the exercise, vesting or settlement of Company Stock Awards in accordance with the terms thereof, and (y) forfeitures of Company Stock Awards in accordance with the terms thereof, there are not any outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of the Company or any Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clauses (i), (ii) or (iii) of the immediately preceding sentence. There are no debentures, bonds, debentures, notes or other indebtedness or securities Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company’s stockholders may vote (“Company may voteVoting Debt”). Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities None of the Company or any of its subsidiaries the Company Subsidiaries is a party to any voting agreement with respect to the voting of any Company Securities. None of the Company or any securities of the type described in Company Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the two immediately preceding sentencesCompany or any of the Company Subsidiaries. Except as set forth on Section 4.03(b) of the Company Disclosure Letter, none of the Company Securities is owned by any of the Company Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 150,000,000 shares of Company Common Stock and 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stock, par value $0.01 per share (the "“Company Preferred Shares"Stock” and, together with the Company Common Stock, the “Company Capital Stock”). As At the close of December 31business on February 28, 19972005, (i) 3,490,835 Class A Shares 50,801,291 shares of Company Common Stock were issued and outstanding, of which 414,872 shares issued pursuant to the Company’s Incentive Award Plan or its predecessor plan (collectively, the “Company Stock Plan”) were subject to vesting and restrictions on transfer (collectively, “Company Restricted Stock”), (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares 2,491,800 shares of Company Common Stock were held by the Company or by any in its treasury and (iii) 9,375,000 shares of the Company's subsidiaries, (iv) 10,500 Class A Shares Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plan, of which 2,498,532 shares were subject to outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant options to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no purchase shares of Preferred Company Common Stock were issued(collectively, reserved for issuance or outstanding. “Company Stock Options”) with a weighted-average exercise price of $21.67. (b) Except as set forth above or above, at the close of business on Schedule 4.3February 28, 2005, no shares of capital stock or other equity or voting securities or equity interests of the Company are were issued, reserved for issuance issuance, outstanding or outstanding, except for Shares referred to held by the Company in clauses (iv) and (v) above which may be issued upon exercise its treasury. As of the date of this Agreement, (other than Company Stock Options), there were no outstanding options, stock appreciation rights, “phantom” stock rights, performance awards, units, dividend equivalent awards, rights to receive shares of Company OptionsCommon Stock on a deferred basis, rights to purchase or receive Company Common Stock or other rights that are linked to the value of Company Common Stock (collectively, “Company Stock-Based Awards”) issued or granted by the Company or any Company Subsidiary to any current or former director, officer, employee or consultant of the Company or any Company Subsidiary. All outstanding shares of capital stock of the Company Common Stock are, and all Shares shares which may be issued pursuant to the Option Plans willCompany Stock Options will be, when issuedissued in accordance with the terms thereof, be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the DGCL, the amended and restated certificate of incorporation of the Company, as amended through the date of this Agreement (as so amended, the “Company Charter”), the amended and restated bylaws of the Company, as amended through the date of this Agreement (as so amended, the “Company Bylaws”) or any Contract to which the Company is a party or otherwise bound. Except as set forth on Schedule 4.3During the period from February 28, 2005 to the date of this Agreement, there have been no issuances, reservation for issuance or grants by the Company or any Company Subsidiary of any shares of Company Capital Stock or other voting securities or equity interests of the Company or any Company Subsidiary (other than issuances or grants of shares of Company Common Stock pursuant to the exercise of Company Stock Options outstanding on such date as required by their terms as in effect on the date of this Agreement). (c) There are not any bonds, debentures, notes or other indebtedness or securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of capital stock or other equity interests of the Company or any Company Subsidiary may vote. Other than the Shares, vote (“Voting Company Options, Option Plans and the ESPP, or Debt”). (d) Except as set forth on Schedule 4.3above in this Section 3.03, as of the date of this Agreement, there are not any securities, (i) no options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of them is bound obligating the Company or any of its subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional (A) shares of capital stock or other equity or voting securities or equity interests of, or any security convertible or exercisable for or exchangeable into any capital stock or other voting securities or equity interests of, the Company or any Company Subsidiary or (B) any Voting Company Debt and (ii) no other rights the value of which is in any way based on or derived from, or 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, capital stock or other voting securities or equity interests of the Company or any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries Subsidiary to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries Company Subsidiary or any securities such security. (e) Neither the Company nor any Company Subsidiary is a party to any voting agreement with respect to the voting of any such securities. (f) As of the type described date of this Agreement, (i) the only outstanding indebtedness for borrowed money (other than indebtedness incurred in the two immediately preceding sentencesordinary course of business not in excess, individually or in the aggregate, of $25,000,000) of the Company and the Company Subsidiaries is $524,947,000 in aggregate principal amount of loans under the Amended and Restated Credit Agreement dated as of August 13, 2001, and amended and restated as of July 2, 2002, as amended as of November 19, 2003 (the “Company Credit Agreement”), among the Company, the lending institutions party thereto, Deutsche Bank Securities, Inc. and L▇▇▇▇▇ Brothers, Inc., as co-lead arrangers, Deutsche Bank Trust Company Americas, as Administrative Agent, L▇▇▇▇▇ Commercial Paper, Inc., as Syndication Agent and Citicorp USA, Inc., The Bank of Nova Scotia and Credit Lyonnais New York Branch, as Documentation Agents, and (ii) there are no guarantees by the Company or any of the Company Subsidiaries of indebtedness of third parties for borrowed money.

Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 400,000,000 shares of preferred stockCommon Stock, par value $0.01 0.001 per share (the "“Company Common Stock”), and 20,000,000 shares of Preferred Shares"Stock, par value $0.001 per share (together with Company Common Stock, “Company Capital Stock”). As At the close of business on December 3116, 19972022 (the “Company Capitalization Date”), (i) 3,490,835 Class A Shares 40,329,925 shares of Company Common Stock were issued and outstandingoutstanding (including 668,563 Company Restricted Shares), (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the 811,374 shares of Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares Common Stock were reserved and available for issuance pursuant to the outstanding Company OptionsWarrant Certificate, (viii) 629,150 Class B Shares 8,383,647 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans, including 5,231,467 shares of Company Common Stock issuable upon the exercise of outstanding Company OptionsStock Options (whether or not presently exercisable and, (vi) 300,000 Class A Shares solely for Company Stock Options subject to performance goals, assuming full achievement of the applicable performance goals). In addition, there are 779,800 shares of Company Common Stock that are reserved and no Class B Shares were reserved available for issuance pursuant to the Company ESPP as of the Company Capitalization Date. As of the date of this Agreement, no outstanding offering periods have commenced under the Company ESPP. Except as set forth in this Section 5.03(a), and (vii) at the close of business on the Company Capitalization Date, no shares of Preferred Stock capital stock or voting securities of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. Except as set forth above or From the close of business on Schedule 4.3the Company Capitalization Date to the date of this Agreement, there have been no issuances by the Company of shares of capital stock or voting securities of, or other equity or voting securities interests in, the Company, other than the issuance of Company Common Stock upon the exercise of the Company are issuedStock Options outstanding at the close of business on the Company Capitalization Date. (b) All outstanding shares of Company Capital Stock are, reserved for issuance or outstandingand, except for Shares referred to in clauses (iv) and (v) above which at the time of issuance, all such shares that may be issued upon the exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company areStock Options will be, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, 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 DGCL, the Company Charter, the Company Bylaws or any Contract to preemptive rightswhich the Company is a party or otherwise bound. Except as set forth above in this Section 5.03 or resulting from the exercise of Company Stock Options (and the issuance of shares of Company Capital Stock thereunder), or stock grants or other awards granted in accordance with this Agreement, there are no issued, reserved for issuance or outstanding, and there are no outstanding obligations of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (i) any capital stock of the Company or any Company Subsidiary or any securities of the Company or any Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary, (ii) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, or any other obligation of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary or (iii) any rights issued by or other obligations of the Company or any Company Subsidiary that are linked in any way to the price of any class of the Company Capital Stock or any shares of capital stock of any Company Subsidiary, the value of the Company, any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on Schedule 4.3any shares of capital stock of the Company or any Company Subsidiary. Other than (A) the acquisition by the Company of shares of Company Common Stock in connection with the surrender of shares of Company Common Stock by holders of Company Stock Options in order to pay the exercise price thereof, (B) the withholding of shares of Company Common Stock to satisfy Tax obligations or payment of an exercise price with respect to awards granted pursuant to the Company Stock Plans, (C) the acquisition by the Company of awards granted pursuant to the Company Stock Plans in connection with the forfeiture of such awards and (D) obligations pursuant to the Company Warrant Certificate, there are not any outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of the Company or any Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (i), (ii) or (iii) of the immediately preceding sentence. There are no bonds, debentures, notes or other indebtedness or securities Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may votevote (collectively, “Company Voting Debt”). Other than Neither the Shares, Company Options, Option Plans and nor any of the ESPPCompany Subsidiaries is a party to (1) any voting agreement with respect to the voting of any capital stock or voting securities of, or as set forth on Schedule 4.3other equity interests in, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or (2) any of its subsidiaries is a party or by agreement pursuant to which any of them Person is bound obligating the Company entitled to elect, designate or nominate any 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 or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities director of the Company or any of its subsidiaries the Company Subsidiaries. None of the Company or any securities Company Subsidiary has a “poison pill” or similar equityholder rights plan. (c) Section 5.03(c) of the type described Company Disclosure Letter accurately sets forth the following information with respect to each Company Equity Award outstanding as of the Company Capitalization Date: (i) the Company Stock Plan (if any) pursuant to which such Company Equity Award was granted; (ii) the name (or other unique identifier) of the holder of such Company Equity Award; (iii) the number of shares of Company Common Stock subject to such Company Equity Award (including, for Company Equity Awards subject to performance-based vesting requirements, the maximum number of shares of Company Common Stock); (iv) the exercise price (if any) of such Company Equity Award; (v) the grant date of such Company Equity Award; (vi) the applicable vesting schedule or vesting date, and the extent to which such Company Equity Award is vested or exercisable; (vii) the date on which such Company Equity Award expires; and (viii) if such Company Equity Award is a Company Stock Option, whether it is an “incentive stock option” (as defined in the two immediately preceding sentencesCode) or a non-qualified stock option. The Company has made available to Parent accurate and complete copies of all Company Stock Plans, if not granted under an equity plan, such other Contract, pursuant to which any Company Equity Awards are outstanding as of the date of this Agreement, and the forms of all Company Equity Award agreements evidencing such Company Equity Awards as of the date of this Agreement. The exercise price of each Company Stock Option is no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Stock Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including any related notes thereto) contained in all reports filed with the SEC in accordance with GAAP, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Company Equity Awards have been issued and granted in compliance in all material respects with the terms of the applicable Company Stock Plan and all applicable Laws. (d) No Company Subsidiary owns any shares of Company Common Stock.