Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. (a) The authorized capital stock of Parent consists of 7,500,000 shares of Parent Common Stock, $.02 par value, and 2,000,000 shares of preferred stock, $0.01 par value. Parent currently plans to call a special meeting of the stockholders to, among other things, authorize an increase of capital stock to allow for 50,000,000 shares of authorized Parent Common Stock. Schedule 4.7 lists, as of the date hereof: (i) the number of shares of Parent Common Stock outstanding, (ii) the number of shares of preferred stock outstanding, (iii) the number of shares of Parent Common Stock reserved for issuance upon the conversion of outstanding preferred stock and the exercise of outstanding options and outstanding warrants (including, without limitation, any preferred stock, options and warrants that Parent has agreed to issue subject to amending its Certificate of Incorporation to increase the amount of authorized capital stock), (iv) the additional number of shares of Parent Common Stock exchangeable for stock options that are authorized, but unissued, under any stock option plans of the Parent, and (v) the number of shares of Parent Common Stock proposed to be issued to raise the capital required to pay the aggregate Cash Consideration payable pursuant to the Merger and the related transaction described in Section 6.10 hereof. With respect to any outstanding options and warrants to acquire Parent Common Stock or other securities of Parent convertible into or exchangeable for Parent Common Stock, Schedule 4.7 accurately sets forth the holder, the number of shares covered, the exercise price, and the expiration date. With respect to any outstanding preferred stock of Parent, Schedule 4.7 accurately sets forth the holder, the number of shares owned by each holder, the basis upon which such shares may be converted into Parent Common Stock and the material terms of any put, call or similar rights with respect thereto. (b) All of the issued and outstanding shares of Parent Common Stock and other securities convertible into or exchangeable for Parent Common Stock or other capital stock of Parent have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. (c) The shares of Parent Common Stock to be issued in the Merger will be duly authorized and validly issued and will be fully paid, nonassessable shares of Parent Common Stock free of preemptive rights. (d) To Parent's knowledge, there are no voting trusts, stockholder agreements or other voting arrangements between or among the stockholders of Parent. (e) Except as set forth in subsection (a) above or Schedule 4.7(e), no equity security of Parent is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, call or commitment of any character whatsoever relating to, or security or right convertible into, any shares of capital stock of Parent, and there are no contracts, commitments, understandings or arrangements by which Parent is bound to issue additional shares of its capital stock, or any option, warrant or right to purchase or acquire any additional shares of its capital stock (f) Except as reported in the Parent SEC Reports or in connection with the spin- off of Equitex 2000, Inc., since December 31, 1999, no shares of capital stock have been purchased, redeemed or otherwise reacquired, directly or indirectly, by Parent or the Merger Subsidiary and no dividends or other distributions have been declared, set aside, made or paid to the stockholders of Parent.

Capitalization of Parent. (a) The authorized capital stock of Parent consists of 7,500,000 shares of Parent Common Stock, $.02 par value, and 2,000,000 shares of preferred stock, $0.01 par value. Parent currently plans to call a special meeting of the stockholders to, among other things, authorize an increase of capital stock to allow for 50,000,000 shares of authorized Parent Common Stock. Schedule 4.7 lists, as of the date hereof: (i) the number of 500,000,000 shares of Parent Common Stock outstanding, (ii) the number of and 50,000,000 shares of preferred stock outstanding, Preferred Stock, par value $.10 per share (iii“Parent Preferred Stock”). At the close of business on November 12, 2010, (i) the number of 98,592,490 shares of Parent Common Stock were issued and outstanding, (ii) 3,811,766 shares of Parent Common Stock were held by Parent in its treasury, (iii) 2,810,140 shares of Parent Common Stock were reserved for issuance pursuant to options or other rights outstanding to acquire Parent Common Stock, (iv) 10,886,435 shares of Parent Common Stock were reserved for issuance upon conversion of Parent’s outstanding 4.25% Convertible Senior Notes due 2014 and (v) 5,000,000 shares of Parent Preferred Stock were reserved for issuance upon the conversion of outstanding preferred stock and the exercise of previously outstanding options and outstanding warrants (including, without limitation, any preferred stock, options and warrants that Parent has agreed rights to issue subject to amending its Certificate of Incorporation to increase the amount of authorized capital stock), (iv) the additional number of purchase shares of Parent Common Preferred Stock exchangeable for stock options that are authorizedissued pursuant to the Rights Agreement, but unissueddated as of March 12, under any stock option plans 1998 (the “Parent Rights Agreement”), between Parent and ChaseMellon Shareholder Services, L.L.C. As of the Parentdate of this Agreement, and (v) the number of no shares of Parent Common Preferred Stock proposed to be issued to raise the capital required to pay the aggregate Cash Consideration payable or preferred share purchase rights issuable pursuant to the Merger and the related transaction described in Section 6.10 hereof. With respect to any outstanding options and warrants to acquire Parent Common Stock or other securities of Parent convertible into or exchangeable for Parent Common Stock, Schedule 4.7 accurately sets forth the holder, the number of shares covered, the exercise price, and the expiration date. With respect to any outstanding preferred stock of Parent, Schedule 4.7 accurately sets forth the holder, the number of shares owned by each holder, the basis upon which such shares may be converted into Parent Common Stock and the material terms of any put, call or similar rights with respect thereto. (b) All of the Rights Agreement are issued and outstanding. All outstanding shares of Parent Common Stock are and other securities convertible into or exchangeable for all shares of Parent Common Stock or other capital stock of Parent have been subject to issuance as specified above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, nonassessable and free of preemptive rights. (c) The shares nonassessable. Each share of Parent Common Stock to be issued in connection with the Merger will be has been duly authorized and validly issued and and, when so issued, will be fully paidpaid and nonassessable, nonassessable shares of Parent Common Stock free of and will not be subject to preemptive rights. (d) To Parent's knowledge, there are no voting trusts, stockholder agreements or other voting arrangements between or among the stockholders . None of Parent. (e) Except as set forth in subsection (a) above , Merger Sub or Schedule 4.7(e), no equity security of Parent is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, call or commitment of any character whatsoever relating to, or security or right convertible into, Merger Sub 2 owns any shares of capital stock of Parent, and there are no contracts, commitments, understandings or arrangements by which Parent is bound to issue additional shares of its capital stock, or any option, warrant or right to purchase or acquire any additional shares of its capital stock (f) Except as reported in the Parent SEC Reports or in connection with the spin- off of Equitex 2000, Inc., since December 31, 1999, no shares of capital stock have been purchased, redeemed or otherwise reacquired, directly or indirectly, by Parent or the Merger Subsidiary and no dividends or other distributions have been declared, set aside, made or paid to the stockholders of ParentCompany Common Stock.

Capitalization of Parent. (a) The authorized capital stock of Parent consists of 7,500,000 (i) 300,000,000 shares of common stock, par value $0.01 per share (the “Parent Common Stock, $.02 par value, ”) and 2,000,000 (ii) 25,000,000 shares of preferred stock, par value $0.01 par valueper share (“Parent Preferred Stock”). Parent currently plans to call a special meeting of the stockholders to, among other things, authorize an increase of capital stock to allow for 50,000,000 shares of authorized Parent Common Stock. Schedule 4.7 lists, as As of the date hereof: of this Agreement, (i) the number of 29,493,769 shares of Parent Common Stock are issued and outstanding, , and (ii) the number of shares of preferred stock outstanding, (iii) the number of no shares of Parent Common Stock reserved for issuance upon are held in the conversion treasury of outstanding preferred stock and Parent. As of the exercise of outstanding options and outstanding warrants (includingdate hereof, without limitation, any preferred stock, options and warrants that Parent has agreed to issue subject to amending its Certificate of Incorporation to increase the amount of authorized capital stock), (iv) the additional number of no shares of Parent Common Preferred Stock exchangeable for stock options that are authorized, but unissued, under any stock option plans of the Parent, and (v) the number of shares of Parent Common Stock proposed to be issued to raise the capital required to pay the aggregate Cash Consideration payable pursuant to the Merger and the related transaction described in Section 6.10 hereof. With respect to any outstanding options and warrants to acquire Parent Common Stock or other securities of Parent convertible into or exchangeable for Parent Common Stock, Schedule 4.7 accurately sets forth the holder, the number of shares covered, the exercise price, and the expiration date. With respect to any outstanding preferred stock of Parent, Schedule 4.7 accurately sets forth the holder, the number of shares owned by each holder, the basis upon which such shares may be converted into Parent Common Stock and the material terms of any put, call or similar rights with respect thereto. (b) All of the issued and outstanding. All outstanding shares of Parent Common Stock and other securities convertible into or exchangeable for Parent Common Stock or other capital stock of Parent have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. (c) The all shares of Parent Common Stock to be issued in to the Merger will be Sellers pursuant to this Agreement have been duly authorized and validly issued and will be fully paidauthorized. All outstanding shares of capital stock of Parent have been, nonassessable and, upon issuance, all shares of Parent Common Stock to be issued to the Sellers pursuant to this Agreement will be, validly issued and fully paid and nonassessable, and free of preemptive rightsor similar rights under any provision of the Xxxxxxxx Islands Business Corporations Act (“MIBCA”) and the articles of incorporation or bylaws of Parent or any agreement to which Parent is a party or otherwise bound. (b) No antidilution or similar adjustments with respect to any Parent Securities will occur or be required as a result of the issuance and sale of the Parent Common Stock to the Sellers pursuant to this Agreement. Assuming the accuracy of the representations and warranties set forth in Section 5.26, the offer and sale of the Parent Common Stock to the Sellers pursuant to this Agreement shall be qualified or exempt from the registration requirements of the 1933 Act and the registration and/or qualification requirements of all applicable state securities Laws. (c) There is no outstanding Indebtedness of Parent or any of its Subsidiaries having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of Parent may vote. (d) To Parent's knowledge, there are no voting trusts, stockholder agreements or other voting arrangements between or among the stockholders of Parent. (e) Except as set forth in subsection Section 6.6(d-1) of the Parent Disclosure Letter, as of the date hereof, there are no issued, reserved for issuance or outstanding (ai) above or Schedule 4.7(e), no equity security of Parent is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, call or commitment of any character whatsoever relating to, or security or right convertible into, any shares of capital stock of or other voting securities of or ownership interests in Parent, and there are no contracts, commitments, understandings (ii) securities of Parent convertible into or arrangements by which Parent is bound to issue additional shares of its capital stock, exchangeable or any option, warrant or right to purchase or acquire any additional shares of its capital stock (f) Except as reported in the Parent SEC Reports or in connection with the spin- off of Equitex 2000, Inc., since December 31, 1999, no exercisable for shares of capital stock have been purchasedor other voting securities of or ownership interests in Parent, redeemed (iii) warrants, calls, options or otherwise reacquiredother rights to acquire from Parent, or other obligation of Parent to issue, any capital stock or other voting securities or ownership interests in or any securities convertible into or exchangeable or exercisable for capital stock or other voting securities or ownership interests in Parent, or (iv) 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, by on the value or price of, any capital stock or voting securities of Parent (the items in clauses (i) through (iv) being referred to collectively as the “Parent Securities”). There are no outstanding obligations of Parent to repurchase, redeem or otherwise acquire any of the Merger Subsidiary Parent Securities. Except for the Oaktree Stockholders Agreement and no dividends the Xxxxxx Stockholders Agreement, Parent is not a party to any voting agreements, voting trusts, proxies or other distributions have been declared, set aside, made similar agreements or paid understandings with respect to the stockholders voting of any shares of Parent Common Stock or other Parent Securities. Except as may be required by applicable securities Laws and regulations and other than Parent’s third amended and restated articles of incorporation and second amended and restated bylaws currently in effect, Parent is not bound by any obligations or commitments of any character restricting the transfer of, or, except as set forth in Section 6.6(d-2) of the Parent Disclosure Letter, requiring the registration for sale of, any shares of Parent Common Stock or other Parent Securities.

Capitalization of Parent. (a) The As of February 27, 2009 (the “Parent Capitalization Date”), the authorized capital stock of Parent consists of 7,500,000 100,000,000 shares of Parent Common Stock, $.02 par value, Stock and 2,000,000 1,500,000 shares of preferred stock, $0.01 par value. Parent currently plans to call a special meeting As of the stockholders Parent Capitalization Date, of the shares of Parent Common Stock authorized: (i) 80,187,795 shares are outstanding, (ii) 166,401 shares are held in a rabbi trust to hedge certain deferred compensation obligations, (iii) 483,601 shares are reserved for issuance upon the exercise of Parent Common Stock purchase warrants issued to purchasers of the Parent’s senior notes dated June 13, 2003, (iv) 7,545,996 shares are reserved for issuance upon the exercise of Employee Stock Options, (v) 8,530,793 shares are reserved for the issuance of Parent Common Stock upon the settlement of RSU Awards that are currently outstanding, (vi) 750,000 additional RSU Awards are committed to Xxx Xxxxxxxxxxxx and Xxxxx XxXxxxxxx pursuant to, among and in accordance with the schedule in and terms of, their current employment agreements, (vii) 6,367,325 additional shares are, as of the Parent Capitalization Date, reserved for issuance pursuant to the Employee Stock Incentive Plans in respect of future awards under such plans, and (viii) no other things, authorize an increase of capital stock to allow for 50,000,000 shares of authorized Parent Common StockStock are reserved for issuance for any purpose. Schedule 4.7 listsAs of the Parent Capitalization Date, of the shares of Parent preferred stock authorized: (i) 1,000,000 shares of Parent’s Series B Mandatory Redeemable Preferred Stock are currently outstanding and (ii) no other shares of Parent preferred stock are currently outstanding and, other than Parent’s Series A Junior Participating Preferred Stock referred to in the Rights Agreement, no series of Parent preferred stock has been designated or reserved for issuance. The Rights Agreement terminated on March 31, 2008 and, as of the date hereof: , (i) the number of shares of Parent Common Stock outstanding, Rights Agreement has no further force or effect and (ii) the number of shares of preferred stock outstanding, (iii) Company has not taken any action to amend the number of shares of Parent Common Stock reserved for issuance upon the conversion of outstanding preferred stock and the exercise of outstanding options and outstanding warrants (including, without limitation, any preferred stock, options and warrants that Parent has agreed Rights Agreement to issue subject extend its term or to amending its Certificate of Incorporation to increase the amount of authorized capital stock), (iv) the additional number of shares of Parent Common Stock exchangeable for stock options that are authorized, but unissued, under any stock option plans of the Parent, and (v) the number of shares of Parent Common Stock proposed to be issued to raise the capital required to pay the aggregate Cash Consideration payable pursuant to the Merger and the related transaction described in Section 6.10 hereof. With respect to any outstanding options and warrants to acquire Parent Common Stock or other securities of Parent convertible into or exchangeable for Parent Common Stock, Schedule 4.7 accurately sets forth the holder, the number of shares covered, the exercise price, and the expiration date. With respect to any outstanding preferred stock of Parent, Schedule 4.7 accurately sets forth the holder, the number of shares owned by each holder, the basis upon which such shares may be converted into Parent Common Stock and the material terms of any put, call or similar adopt a new rights with respect theretoagreement. (b) All Neither Parent nor any of its Subsidiaries has issued any securities in violation of any preemptive or similar rights. There are not any bonds, debentures, notes or other indebtedness of Parent having the issued and outstanding shares right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock and may vote (“Voting Parent Debt”). As of the Parent Capitalization Date, except pursuant to this Agreement, there are not any Options (i) obligating Parent 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 securities equity interests in, or any security convertible into or exercisable for or exchangeable for into any capital stock of or other equity interest in, Parent or of any of its Subsidiaries or any Voting Parent Debt, (ii) obligating Parent or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Parent Common Stock. Parent is not a party to or bound by and, to the Knowledge the Buying Parties, there are no, restrictions upon, or voting trusts, proxies or other agreements or understandings of any kind with respect to, the voting, purchase, redemption, acquisition or transfer of, or the declaration or payment of any dividend or distribution on, Parent Common Stock or other any shares of the capital stock of Parent have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. (c) The shares of Parent Common Stock to be issued or equity interests in the Merger will be duly authorized and validly issued and will be fully paid, nonassessable shares of Parent Common Stock free of preemptive rights. (d) To Parent's knowledge, there are no voting trusts, stockholder agreements or other voting arrangements between or among the stockholders any Subsidiary of Parent. (e) Except as set forth in subsection (a) above or Schedule 4.7(e), no equity security of Parent is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, call or commitment of any character whatsoever relating to, or security or right convertible into, any shares of capital stock of Parent, and there are no contracts, commitments, understandings or arrangements by which Parent is bound to issue additional shares of its capital stock, or any option, warrant or right to purchase or acquire any additional shares of its capital stock (f) Except as reported in the Parent SEC Reports or in connection with the spin- off of Equitex 2000, Inc., since December 31, 1999, no shares of capital stock have been purchased, redeemed or otherwise reacquired, directly or indirectly, by Parent or the Merger Subsidiary and no dividends or other distributions have been declared, set aside, made or paid to the stockholders of Parent.

Capitalization of Parent. (a) (i) The authorized capital stock of Parent consists of 7,500,000 400,000,000 shares of Parent Common Stock, $.02 par value, Stock and 2,000,000 shares of preferred stock, par value $0.01 par value.01 per share ("Parent Preferred Stock") . Parent currently plans to call a special meeting As of the stockholders to, among other things, authorize an increase of capital stock to allow for 50,000,000 shares of authorized Parent Common Stock. Schedule 4.7 lists, as of the date hereof: Capitalization Date: (i) the number of 59,825,008 shares of Parent Common Stock were issued and outstanding, ; (ii) the number of shares of preferred stock outstanding, (iii) the number of 25,332,273 shares of Parent Common Stock reserved for issuance upon the conversion of outstanding preferred stock and the exercise of were subject to outstanding options issued pursuant to Parent's stock option plans (collectively, the "Parent Stock Option Plans" ); and outstanding warrants (including, without limitation, any preferred stock, options and warrants that Parent has agreed to issue subject to amending its Certificate of Incorporation to increase the amount of authorized capital stock), (iviii) the additional number of 11,688,276 shares of Parent Common Stock exchangeable for stock options that are authorized, but unissued, under any stock option plans were issued and held in the treasury of the Parent. As of the date hereof, and (v) no shares of Parent Preferred Stock are issued and outstanding and 100,000 shares of Parent Preferred Stock are reserved for issuance upon exercise of the number Parent Rights pursuant to the Parent Rights Agreement. From the Capitalization Date through the date hereof, there have been no issuances of shares of Parent Common Stock proposed to be issued to raise the capital required to pay stock or other securities of the aggregate Cash Consideration payable pursuant to the Merger and the related transaction described in Section 6.10 hereof. With Parent or of options, warrants or rights with respect to any outstanding options and warrants to acquire shares of Parent Common Stock or other securities of Parent convertible into or exchangeable for Parent Common Stock, Schedule 4.7 accurately sets forth the holder, the number other than issuances of shares covered, the exercise price, and the expiration date. With respect to any outstanding preferred stock of Parent, Schedule 4.7 accurately sets forth the holder, the number of shares owned by each holder, the basis upon which such shares may be converted into Parent Common Stock and the material terms of any put, call or similar rights with respect thereto. (b) All of the issued and outstanding shares of Parent Common Stock pursuant to the exercise of options outstanding or the Capitalization Date as fully reflected in Section 4.2 of the Parent Disclosure Schedule. All the outstanding Shares of Parent Common Stock are, and all shares to be issued as part of the Merger Consideration will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above, and except for the transactions contemplated by this Agreement and Parent's obligations under the Parent Rights Agreement, as of the date of this Agreement (1) there are no shares of capital stock of Parent authorized, issued or outstanding, (2) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character (whether or not conditional) relating to the issued or unissued capital stock of Parent or any of its subsidiaries, obligating Parent or any of its subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interest in Parent or any of its subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating Parent Common Stock or any of its subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment and (3) there are no outstanding contractual obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any capital stock of Parent or any of its subsidiaries, or to make any payments based on the market price or value of shares or other capital stock of the Parent have been duly authorized and validly issued and are fully paidor its subsidiaries, nonassessable and free of preemptive rights. or to provide funds to make any investment (c) The shares of Parent Common Stock to be issued in the Merger will be duly authorized and validly issued and will be fully paidform of a loan, nonassessable shares of Parent Common Stock free of preemptive rights. (dcapital contribution or otherwise) To Parent's knowledge, there are no voting trusts, stockholder agreements or other voting arrangements between or among the stockholders of Parent. (e) Except as set forth in subsection (a) above or Schedule 4.7(e), no equity security of Parent is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, call or commitment of any character whatsoever relating to, or security or right convertible into, any shares of capital stock of Parent, and there are no contracts, commitments, understandings or arrangements by which Parent is bound to issue additional shares of its capital stock, subsidiary or any option, warrant or right other entity other than loans to purchase or acquire any additional shares of its capital stock (f) Except as reported subsidiaries in the Parent SEC Reports or in connection with the spin- off ordinary course of Equitex 2000, Inc., since December 31, 1999, no shares of capital stock have been purchased, redeemed or otherwise reacquired, directly or indirectly, by Parent or the Merger Subsidiary and no dividends or other distributions have been declared, set aside, made or paid to the stockholders of Parentbusiness.

Capitalization of Parent. (a) The authorized capital stock of Parent consists of 7,500,000 1,500,000,000 shares of Parent Common Stock and 1,500,000,000 shares of Class B common stock, par value $0.50 per share ("Parent Class B Common Stock, $.02 par value"), and 2,000,000 no shares of preferred stock, $0.01 par value. Parent currently plans to call a special meeting As of the stockholders toclose of business on August 16, among 1999, 239,853,031 shares of Parent Common Stock are issued and outstanding, 4,048,781 25 31 shares of Parent Common Stock are reserved for additional grants under option and other thingsstock-based plans and 4,083, authorize an increase 203 shares of Parent Common Stock are reserved for issuance pursuant to options previously granted pursuant to Parent option plans. As of the close of business on August 16, 1999, 225,922,064 shares of Parent Class B Common Stock are issued and outstanding, no shares are reserved for additional grants under option and other stock-based plans and no shares of Parent Class B Common Stock are reserved for issuance pursuant to options previously granted pursuant to Parent option plans. All the outstanding shares of Parent's capital stock are, and all shares which may be issued pursuant to allow Parent option plans will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable. Except as set forth in this Section 4.05, except for 50,000,000 shares the transactions contemplated by this Agreement (including those permitted in Section 5.02(d)), and except for changes since August 16, 1999 resulting from the exercise of authorized Parent Common Stock. Schedule 4.7 listsemployee and director stock options outstanding on such date, as of the date hereof: , there are outstanding (ix) the number of no shares of Parent Common Stock outstanding, (ii) the number capital stock or other voting securities of shares of preferred stock outstanding, (iii) the number of shares of Parent Common Stock reserved for issuance upon the conversion of outstanding preferred stock and the exercise of outstanding options and outstanding warrants (including, without limitation, any preferred stock, options and warrants that Parent has agreed to issue subject to amending its Certificate of Incorporation to increase the amount of authorized capital stock), (iv) the additional number of shares of Parent Common Stock exchangeable for stock options that are authorized, but unissued, under any stock option plans of the Parent, and (vy) the number of shares of Parent Common Stock proposed to be issued to raise the capital required to pay the aggregate Cash Consideration payable pursuant to the Merger and the related transaction described in Section 6.10 hereof. With respect to any outstanding options and warrants to acquire Parent Common Stock or other no securities of Parent convertible into or exchangeable for Parent Common Stock, Schedule 4.7 accurately sets forth the holder, the number shares of shares covered, the exercise pricecapital stock or voting securities of Parent, and (z) no options, warrants or other rights to acquire from Parent, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the expiration date. With respect to any outstanding preferred capital stock of Parent, Schedule 4.7 accurately sets forth the holderobligating Parent to issue, the number of shares owned by each holdertransfer or sell, the basis upon which such shares may be converted into Parent Common Stock and the material terms of any putcapital stock, call voting securities or similar rights with respect thereto. (b) All of the issued and outstanding shares of Parent Common Stock and other securities convertible into or exchangeable for capital stock or voting securities of Parent Common Stock or obligating Parent to grant, extend or enter into any such option, warrant, subscription or other capital stock right, convertible security, agreement, arrangement or commitment (the items in clauses (x), (y) and (z) being referred to collectively as the "Parent Securities"). None of Parent have been duly authorized and validly issued and are fully paidor its Subsidiaries has any contractual obligation to redeem, nonassessable and free repurchase or otherwise acquire any Parent Securities or any Parent Subsidiary Securities, including as a result of preemptive rightsthe transactions contemplated by this Agreement. (c) The shares of Parent Common Stock to be issued in the Merger will be duly authorized and validly issued and will be fully paid, nonassessable shares of Parent Common Stock free of preemptive rights. (d) To Parent's knowledge, there are no voting trusts, stockholder agreements or other voting arrangements between or among the stockholders of Parent. (ea) Except as set forth in subsection (a) above Section 4.05 of the Parent Disclosure Schedule, there are no voting trusts or Schedule 4.7(e), no equity security other agreements or understandings to which Parent or any of Parent its Subsidiaries is or may be required a party with respect to be issued by reason the voting of any option, warrant, scrip, preemptive right, right to subscribe to, call or commitment of any character whatsoever relating to, or security or right convertible into, any shares of the capital stock of Parent, and there are no contracts, commitments, understandings Parent or arrangements by which Parent is bound to issue additional shares any of its capital stock, or any option, warrant or right to purchase or acquire any additional shares of its capital stock (f) Except as reported in the Parent SEC Reports or in connection with the spin- off of Equitex 2000, Inc., since December 31, 1999, no shares of capital stock have been purchased, redeemed or otherwise reacquired, directly or indirectly, by Parent or the Merger Subsidiary and no dividends or other distributions have been declared, set aside, made or paid to the stockholders of ParentSubsidiaries.

Capitalization of Parent. (a) The As of the date hereof and until the Effective Time, the authorized capital stock of Parent consists solely of 7,500,000 (i) 320,000,000 shares of Parent Common Stock, par value $.02 par value0.01 per share, and 2,000,000 (ii) 5,000,000 shares of preferred stockstock of Parent, par value $0.01 par value1.00 per share. Parent currently plans to call a special meeting As of the stockholders todate of this Agreement, among other things, authorize an increase of the only issued and outstanding capital stock to allow for 50,000,000 or other equity interests of Parent are (i) 162,490,166 shares of authorized Parent Common Stock. Schedule 4.7 lists, as (ii) no shares of the date hereof: preferred stock of Parent were outstanding, (iiii) the number of 1,826,745 shares of Parent Common Stock outstanding, were subject to outstanding Parent Restricted Stock Unit Awards, (iiiv) the number of shares of preferred stock outstanding, (iii) the number of 600,106 shares of Parent Common Stock reserved for issuance upon the conversion of outstanding preferred stock and the exercise of outstanding options and outstanding warrants (including, without limitation, any preferred stock, options and warrants that Parent has agreed to issue were subject to amending its Certificate of Incorporation to increase the amount of authorized capital stock), outstanding Parent Performance Share Unit Awards and (ivv) the additional number of 7,697 shares of Parent Common Stock exchangeable for stock options that are authorized, but unissued, under any stock option plans of the Parent, and (v) the number of shares of Parent Common Stock proposed vested yet to be issued to raise the capital required to pay the aggregate Cash Consideration payable pursuant to the Merger and the related transaction described in Section 6.10 hereof. With respect to any outstanding options and warrants to acquire Parent Common Stock or other securities of Parent convertible into or exchangeable for Parent Common Stock, Schedule 4.7 accurately sets forth the holder, the number of shares covered, the exercise price, and the expiration date. With respect to any outstanding preferred stock of Parent, Schedule 4.7 accurately sets forth the holder, the number of shares owned by each holder, the basis upon which such shares may be converted into Parent Common Stock and the material terms of any put, call or similar rights with respect theretoawarded. (b) All of the issued and outstanding shares of Parent Common Stock and other securities convertible into or exchangeable for Parent Common Stock or other capital stock of Parent have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, nonassessable and free of not subject to any preemptive rights. (c) . The shares of New Parent Common Stock to be issued pursuant to this Agreement, when issued in accordance with the Merger terms hereof, will be duly authorized validly issued, fully paid and validly issued nonassessable and will be fully paid, nonassessable shares of not subject to preemptive rights. The New Parent Common Stock free to be issued pursuant to this Agreement, when issued in accordance with the terms hereof, will be issued in compliance in all material respects with applicable Laws. Except as set forth on Parent Disclosure Schedule 5.5(b), or as identified in the Parent SEC Documents filed or furnished on or prior to the date of preemptive rights. (d) To Parent's knowledgethis Agreement, and except for changes after the date hereof in compliance with Section 6.6(b)(i), there are no voting trustsoutstanding or authorized other shares of capital stock or equity securities of Parent, stockholder options, warrants, convertible or exchangeable securities, subscriptions, rights (including any preemptive rights), calls, phantom equity, profit sharing agreements or commitments or other voting arrangements between or among the stockholders of Parent. (e) Except as set forth in subsection (a) above or Schedule 4.7(e), no equity security of Parent is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, call or commitment agreements of any character whatsoever relating toto any equity or voting interest in Parent requiring the issuance, delivery or security sale of any equity or voting interest of Parent. Parent has no authorized or outstanding bonds, debentures, notes or other indebtedness that afford the holders thereof the right to vote (or any instrument convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) on any shares matter relating to Parent. There are no Contracts to which Parent is a party or by which it is bound to (i) repurchase, redeem or otherwise acquire any equity or voting interest in Parent, or (ii) vote or dispose of capital stock any equity or voting interest in Parent. To the Knowledge of Parent, and there are no contracts, commitments, understandings irrevocable proxies and no voting agreements with respect to any equity or arrangements by which voting interest in Parent is bound to issue additional shares of its capital stock, or any optionSignificant Subsidiary. No Person has any right of first offer, warrant right of first refusal or preemptive right to purchase or acquire any additional shares of its capital stock (f) Except as reported in the Parent SEC Reports or in connection with the spin- off any future offer, sale or issuance of Equitex 2000any equity or voting interest in, Inc., since December 31, 1999, no shares of capital stock have been purchased, redeemed or otherwise reacquired, directly or indirectly, by Parent or the Merger Subsidiary and no dividends or other distributions have been declared, set aside, made or paid to the stockholders of Parent.

Capitalization of Parent. (a) The total authorized capital stock of ------------------------ Parent consists of 7,500,000 is 100,000,000 shares of Parent Common Stock, $.02 par valueof which 16,359,446 shares are issued and outstanding and none of which are held in the treasury of Parent, and 2,000,000 50,000,000 shares of Parent preferred stock, $0.01 .001 par value. Parent currently plans to call a special meeting , of the stockholders to, among other things, authorize an increase of capital stock to allow for 50,000,000 which 45,137 shares of authorized Parent Common Stock. Schedule 4.7 lists, as of the date hereof: (i) the number of shares of Parent Common Series A Preferred Stock outstanding, (ii) the number of shares of preferred stock outstanding, (iii) the number of shares of Parent Common Stock reserved for issuance upon the conversion of outstanding preferred stock and the exercise of outstanding options and outstanding warrants (including, without limitation, any preferred stock, options and warrants that Parent has agreed to issue subject to amending its Certificate of Incorporation to increase the amount of authorized capital stock), (iv) the additional number of shares of Parent Common Stock exchangeable for stock options that are authorized, but unissued, under any stock option plans of the Parent, and (v) the number of shares of Parent Common Stock proposed to be issued to raise the capital required to pay the aggregate Cash Consideration payable pursuant to the Merger and the related transaction described in Section 6.10 hereof. With respect to any outstanding options and warrants to acquire Parent Common Stock or other securities of Parent convertible into or exchangeable for Parent Common Stock, Schedule 4.7 accurately sets forth the holder, the number of shares covered, the exercise price, and the expiration date. With respect to any outstanding preferred stock of Parent, Schedule 4.7 accurately sets forth the holder, the number of shares owned by each holder, the basis upon which such shares may be converted into Parent Common Stock and the material terms of any put, call or similar rights with respect thereto. (b) All of the issued and outstanding. The outstanding shares of Parent Common Stock and other securities convertible into or exchangeable for Parent Common Stock or other capital preferred stock of Parent have been duly authorized and validly issued and are fully paid, nonassessable paid and non-assessable and were issued free of preemptive rights. rights except for the anti-dilution rights available to the Xxxx Group (cas such term is defined in that certain Amended and Restated Shareholders Agreement ("Shareholders Agreement") dated April 30, 1997, by and among Parent and the Shareholders (as such term is defined in the Shareholders Agreement)) under the Shareholders Agreement (the "Xxxx Rights"). The shares of Parent Common Stock issued to be the Stockholders at the Closing (and any additional shares issued in to the Merger will Stockholders pursuant to Section 4.10) shall be duly authorized and validly issued issued, fully paid and will be fully paidnon-assessable and free of all preemptive rights except for the Xxxx Rights. At the Closing, nonassessable the shares of Parent Common Stock free issued to the Stockholders shall constitute 5% of preemptive rights. (d) To Parent's knowledge, there are no voting trusts, stockholder agreements or other voting arrangements between or among the stockholders of Parent. (e) Parent Common Stock on a fully-diluted basis. Except as set forth in subsection (a) above or on Schedule 4.7(e)3.2 of Parent's Disclosure Schedule, no equity security neither Parent nor any of Parent is or may be required to be issued by reason of Parent's Subsidiaries has granted any option, warrant, scrip, preemptive right, subscription or similar right to subscribe to, call any person or commitment of entity to purchase or acquire any character whatsoever relating to, or security or right convertible into, rights with respect to any shares of capital stock or equity interests of Parent, and there are no contracts, commitments, understandings or arrangements by which Parent is bound to issue additional shares of its capital stock, or any option, warrant or right to purchase or acquire any additional shares of its capital stock (f) Except as reported in the Parent SEC Reports or in connection with the spin- off of Equitex 2000, Inc., since December 31, 1999, no shares of capital stock have been purchased, redeemed or otherwise reacquired, directly or indirectly, by Parent or the Merger Subsidiary and no dividends or other distributions have been declared, set aside, made or paid to the stockholders of Parent's Subsidiaries.

Capitalization of Parent. (a) The authorized capital stock of Parent consists solely of 7,500,000 50,000,000 Parent Common Shares and 1,000,000 shares of Parent Preferred Stock. A total of 5,311,428 of Parent Common Shares and no shares of Parent Preferred Stock are issued and outstanding as of the Agreement Date. Warrants to purchase a total of 1,450,336 shares of Parent Common Stock, $.02 par value, and 2,000,000 shares of preferred stock, $0.01 par value. Parent currently plans to call a special meeting of the stockholders to, among other things, authorize an increase of capital stock to allow for 50,000,000 shares of authorized Parent Common Stock. Schedule 4.7 lists, Shares are outstanding as of the date hereof: (i) Agreement Date. Parent holds no treasury shares. All issued and outstanding Parent Common Shares have been duly authorized and validly issued, are fully paid and nonassessable, and have been offered, issued, sold and delivered by Parent in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts to which Parent is a party. There is no Liability for dividends accrued and unpaid by Parent. As of the number Agreement Date, the Parent has reserved an aggregate of 3,536,233 shares of Parent Common Stock outstanding, (ii) Shares for issuance pursuant to the number Parent Option Plans. A total of shares of preferred stock outstanding, (iii) the number of 3,190,217 shares of Parent Common Stock reserved for issuance upon Shares are subject to outstanding Parent Options as of the conversion of outstanding preferred stock and the exercise of outstanding options Agreement Date. (a) All issued and outstanding warrants (including, without limitation, any preferred stock, options and warrants that Parent has agreed to issue subject to amending its Certificate of Incorporation to increase the amount of authorized capital stock), (iv) the additional number of shares of Parent Common Stock exchangeable for Shares have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Parent in compliance with all requirements of Applicable Law. (b) Except as set forth in this Section 4.3, there are (i) no outstanding shares of capital stock options that are authorizedof, but unissuedor other equity or voting interest in, under any stock option plans of the Parent, and (vii) the number of shares of Parent Common Stock proposed to be issued to raise the capital required to pay the aggregate Cash Consideration payable pursuant to the Merger and the related transaction described in Section 6.10 hereof. With respect to any no outstanding options and warrants to acquire Parent Common Stock or other securities of Parent convertible into or exchangeable for Parent Common Stockshares of capital stock of, Schedule 4.7 accurately sets forth the holderor other equity or voting interest in, the number of shares covered, the exercise price, and the expiration date. With respect to any outstanding preferred stock of Parent, Schedule 4.7 accurately sets forth the holder(iii) no outstanding options, the number of shares owned by each holderwarrants, the basis upon which such shares may be converted into rights or other commitments or agreements to acquire from Parent, or that obligates Parent Common Stock and the material terms of to issue, any putcapital stock of, call or similar rights with respect thereto. (b) All of the issued and outstanding shares of Parent Common Stock and other equity or voting interest in, or any securities convertible into or exchangeable for Parent Common Stock shares of capital stock of, or other equity or voting interest in, Parent, (iv) no obligations of Parent to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, Parent and (v) no other obligations by Parent or any of Parent have been duly authorized and validly issued and are fully paid, nonassessable and free its Subsidiaries to make any payments based on the price or value of preemptive rights. (c) The shares any securities of Parent Common Stock to be issued Parent. Except as otherwise described in the Merger will be duly authorized and validly issued and will be fully paid, nonassessable shares of Parent Common Stock free of preemptive rights. (d) To Parent's knowledgethis Section 4.3, there are no voting trustsoutstanding agreements of any kind which obligate Parent or any of its Subsidiaries to repurchase, stockholder agreements redeem or other voting arrangements between or among the stockholders otherwise acquire any securities of Parent. (e) Except as set forth in subsection (a) above or Schedule 4.7(e), no equity security of Parent is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, call or commitment of any character whatsoever relating to, or security or right convertible into, any shares of capital stock of Parent, and there are no contracts, commitments, understandings or arrangements by which Parent is bound to issue additional shares of its capital stock, or any option, warrant or right to purchase or acquire any additional shares of its capital stock (f) Except as reported in the Parent SEC Reports or in connection with the spin- off of Equitex 2000, Inc., since December 31, 1999, no shares of capital stock have been purchased, redeemed or otherwise reacquired, directly or indirectly, by Parent or the Merger Subsidiary and no dividends or other distributions have been declared, set aside, made or paid to the stockholders of Parent.