Common use of Capitalization of the Company Clause in Contracts

Capitalization of the Company. The entire authorized capital stock of the Company consists of 28,000,000 shares of Company Common Stock. As of the date of this Agreement, (i) 21,584,878 shares of Company Common Stock are issued and outstanding (other than shares of Company Restricted Stock), all of which were duly authorized, validly issued, and are fully paid and nonassessable, (ii) 2,878,190 shares of Company Common Stock are held in the Company’s treasury, (iii) a total of 1,369,156 shares of Company Common Stock are reserved for issuance upon the exercise of outstanding Company Options, (iv) a total of 1,260,267 shares of Company Common Stock are reserved for issuance upon the exercise of outstanding stock-settled Company SARs, (v) a total of 740,999 shares of Company Common Stock are reserved for future grant under the Company Stock Plans, (vi) a total of 416,846 shares of Company Common Stock are reserved for purchase under the ESPP, (vii) a total of 74,170 shares of Company Restricted Stock awards are issued and outstanding and (viii) a total of 140,000 target shares of Company Common Stock are subject to Company RSUs. All of the outstanding shares of the Company’s capital stock have been, all shares of Company Common Stock which may be issued pursuant to the Top-Up Option will be, when issued in accordance with the terms of this Agreement, and all shares of Company Common Stock which may be issued pursuant to the exercise of outstanding Company Options, outstanding stock-settled Company SARs or outstanding Company RSUs will be, when issued in accordance with the terms of the applicable grant agreement, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of pre-emptive or other similar rights. There is no indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of the Company or any Company Subsidiary issued and outstanding. Except for the Top-Up Option and as set forth at Section 3.03(c) of the Company Disclosure Schedule, there are no options, warrants, pre-emptive rights, restricted stock, restricted stock units, stock appreciation rights, subscriptions, puts, calls, exchange rights or other rights, agreements, arrangements, understandings or commitments of any character relating to the issued or unissued capital stock of, or other equity interests in, the Company or obligating the Company to issue, deliver, transfer, register or sell or cause to be issued, delivered, transferred, registered or sold, any shares of capital stock or Voting Debt of, or other equity interests in, the Company or securities convertible into or exchangeable for such shares, equity interests or other securities, or obligating the Company to grant, extend or enter into any such option, warrant, pre-emptive right, restricted stock, restricted stock unit, stock appreciation right, subscription, put, call, exchange right or other right, agreement, arrangement, understanding or commitment. Except as set forth at Section 3.03(a) of the Company Disclosure Schedule, there are no agreements, arrangements, understandings, commitments or obligations, contingent or otherwise, of the Company to repurchase, redeem, or otherwise acquire any shares of the capital stock of the Company or any capital stock or other equity interests in any Person or to make any investment (in the form of a loan, capital contribution, or otherwise) in any Person. Except as set forth at Section 3.03(a) of the Company Disclosure Schedule, there are no voting trusts, proxies or any other agreements, arrangements, understandings or commitments relating to the voting 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 Company Board.

Capitalization of the Company. (a) The entire authorized capital stock of the Company consists of 28,000,000 of: (i) 50,000,000 shares of Company Common Stock. As , of the date of this Agreement, (i) 21,584,878 shares of Company Common Stock which 8,725,381 are issued and outstanding as of the date hereof; (other than ii) 5,000,000 shares of Company Restricted Series A Preferred Stock), of which 3,253,754 are issued and outstanding as of the date hereof; (iii) 2,764,096 shares of Series B Preferred Stock, all of which were duly authorizedare issued and outstanding as of the date hereof; (iv) 3,634,412 shares of Series C Preferred Stock, all of which are issued and outstanding as of the date hereof; (v) 321,942 shares of Series D Preferred Stock, all of which are issued and outstanding as of the date hereof; (vi) 2,186,053 shares of Series E Preferred Stock, all of which are issued and outstanding as of the date hereof; and (vii) 800,000 shares of Series F Preferred Stock, of which 748,683 shares are issued and outstanding as of the date hereof. All of the Company Shares have been validly issued, and are fully paid paid, nonassessable and nonassessablefree of preemptive rights. As of August 31, (ii) 2,878,190 1996, 3,426,149 shares of Company Common Stock are held in the Company’s treasury, (iii) a total of 1,369,156 shares of Company Common Stock are were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options, (iv) and 275,000 shares of Series A Preferred Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the outstanding Preferred Options. Section 2.2 of the Company Disclosure Schedule sets forth a total true, correct and complete list, as of 1,260,267 August 31, 1996, of Company Stock Options and Preferred Options, including, for each such Company Stock Option and Preferred Option, the date of grant, the Company Plan under which it was granted, if applicable, the number of shares of Company Common Stock are reserved for issuance upon capital stock which may be purchased and the exercise price. The Company has previously delivered to Parent copies of outstanding stock-settled all forms of stock option agreements, notes and stock pledge agreements used by the Company SARs, (v) a total of 740,999 shares in connection with the grant and exercise of Company Common Stock are reserved for future grant under the Options and Preferred Options. All Company Stock PlansOptions and Preferred Options that are not exercised prior to the Effective Time will terminate by their terms unless assumed by Parent pursuant to Section 1.11. Since August 31, (vi) a total of 416,846 shares of Company Common Stock are reserved for purchase under the ESPP1996, (vii) a total of 74,170 shares of Company Restricted Stock awards are issued and outstanding and (viii) a total of 140,000 target shares of Company Common Stock are subject to Company RSUs. All of the outstanding no shares of the Company’s 's capital stock have been, all shares of Company Common Stock which may be been issued pursuant to the Top-Up Option will be, when issued in accordance with the terms of this Agreement, and all shares of Company Common Stock which may be issued other than pursuant to the exercise of outstanding Company OptionsStock Options and Preferred Options in existence on such date and no additional Company Stock Options or Preferred Options have been granted. Except as set forth above, outstanding stock-settled Company SARs or outstanding Company RSUs will be, when issued in accordance with the terms as of the applicable grant agreementdate hereof, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation there are outstanding no (i) shares of pre-emptive capital stock or other similar rights. There is no indebtedness having general voting rights securities of the Company, (or convertible into ii) securities having such rights) (“Voting Debt”) of the Company convertible into or any Company Subsidiary issued and outstanding. Except exchangeable for shares of capital stock or voting securities of the Top-Up Option and Company, (iii) except as set forth at in Section 3.03(c) 2.2 of the Company Disclosure Schedule, there are no options, warrants, pre-emptive rights, restricted stock, restricted stock units, stock appreciation rights, subscriptions, puts, calls, exchange rights warrants or other rightsrights to acquire from the Company, agreements, arrangements, understandings or commitments and no obligations of any character relating to the issued or unissued capital stock of, or other equity interests in, the Company or obligating the Company to issue, deliverany capital stock, transfer, register or sell or cause to be issued, delivered, transferred, registered or sold, any shares of capital stock or Voting Debt of, or other equity interests in, the Company voting securities or securities convertible into or exchangeable for such sharescapital stock or voting securities of the Company, and (iv) equity interests equivalents or other securitiessimilar rights (collectively, or obligating the "Company to grant, extend or enter into any such option, warrant, pre-emptive right, restricted stock, restricted stock unit, stock appreciation right, subscription, put, call, exchange right or other right, agreement, arrangement, understanding or commitment. Except as set forth at Section 3.03(aSecurities"). (b) of the Company Disclosure Schedule, there There are no agreements, arrangements, understandings, commitments or obligations, contingent or otherwise, outstanding obligations of the Company to repurchase, redeem, redeem or otherwise acquire any shares of Company Securities. Other than the capital stock of the Company or any capital stock or other equity interests Restated Investors Rights Agreement referred to in any Person or to make any investment (in the form of a loan, capital contribution, or otherwise) in any Person. Except as set forth at Section 3.03(a) of the Company Disclosure Schedule5.3(j), there are no voting trusts, proxies or any other stockholder agreements, arrangements, voting trusts or other agreements or understandings to which the Company is a party or commitments to which it is bound relating to the voting or disposition registration of any Company Securities. Section 2.2 of the Company Disclosure Schedule sets forth a true, correct and complete list, as of August 31, 1996, of all record holders of Company Shares, including the names of such holders and the number and type(s) of Company Shares held. (c) All of the outstanding shares of capital stock of Worlds owned by the Company are held directly by the Company’s capital stock , free and clear of any Lien (as defined below) or granting to any Person other limitation or group of Persons restriction (including any restriction on the right to electvote or sell the same, except as may be provided as a matter of law). For purposes of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security), any mortgage, lien, pledge, charge, security interest or to designate or nominate for election, a director to the Company Boardencumbrance of any kind in respect of such asset.

Capitalization of the Company. (a) The entire authorized capital stock of the Company consists of 28,000,000 (i) 200,000,000 shares of Company Common Stock and (ii) 50,000,000 shares of Company Preferred Stock. As of the date close of this Agreementbusiness on June 10, 2019 (iA) 21,584,878 46,612,805 shares of Company Common Stock are were issued and outstanding (other than shares of Company Restricted Stock), all of which were duly authorized, validly issued, and are fully paid and nonassessableoutstanding, (iiB) 2,878,190 25,027,989 shares of Company Common Stock are were held in treasury by the Company’s treasury, Company and its Subsidiaries and (iiiC) a total no shares of 1,369,156 Company Preferred Stock were issued or outstanding. Other than 6,683,698 shares of Company Common Stock are reserved for issuance upon under the exercise of outstanding Company OptionsCompany’s 2018 Equity Incentive Plan, (iv) a total of 1,260,267 940,182 shares of Company Common Stock are reserved for issuance upon under the exercise of outstanding stock-settled Company SARs, (v) a total of 740,999 Company’s Fourth Amended and Restated Restricted Stock Unit Plan and 272,552 shares of Company Common Stock are reserved for future grant issuance under the Company Stock PlansCompensation Plan for Non-Employee Directors, (vi) a total of 416,846 the Company has no shares of Company Common Stock are or Company Preferred Stock reserved for purchase under issuance. As of the ESPPclose of business on June 10, 2019, (viii) a total of 74,170 shares of Company Restricted Stock awards are issued and outstanding and (viii) a total of 140,000 target 203,149 shares of Company Common Stock are were subject to outstanding Company DSUs, (ii) 928,613 shares of Company Common Stock were subject to outstanding Company PSUs (assuming achievement of applicable performance goals at target value), (iii) 807,417 shares of Company Common Stock were subject to outstanding Company RSUs, (iv) 15,990 Company PCUs were outstanding (assuming achievement of applicable performance goals at target value) and (v) 52,842 Company RCUs were outstanding. All of the outstanding shares of the Company’s capital stock have been, all shares of Company Common Stock which may be issued pursuant to the Top-Up Option will be, when issued in accordance with the terms of this Agreement, and all shares of Company Common Stock which may be issued pursuant to the exercise of outstanding Company Options, outstanding stock-settled Company SARs or outstanding Company RSUs will be, when issued in accordance with the terms of the applicable grant agreement, Company have been duly authorized, authorized and validly issued, are fully paid and non-assessable nonassessable and not subject to or were issued in violation compliance with all applicable securities Laws. No shares of pre-emptive capital stock of the Company are owned by any Subsidiary of the Company. (b) There are no preemptive or other similar rights. There is no indebtedness having general voting rights (granted by the Company or convertible into any Subsidiary of the Company to any holders of any class or series of securities having such rights) (“Voting Debt”) of the Company or any Subsidiary of the Company. Neither the Company nor any Subsidiary issued and outstandingof the Company has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exchangeable or exercisable for securities having the right to vote) with the Company Stockholders or any such Subsidiary on any matter (“Voting Company Debt”). Except for the Top-Up Option and as set forth at listed on Section 3.03(c3.2(b) of the Company Disclosure ScheduleLetter, and except for the issuance of Company Common Stock issuable pursuant to Company Equity Awards issued under the Incentive Plans and outstanding on the date of this Agreement and which are disclosed on Section 3.2(c) of the Company Disclosure Letter, there are no not any options, warrants, pre-emptive rights, restricted stockconvertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, restricted stock units, stock appreciation rightsrestricted stock, subscriptionsstock-based performance units, putscommitments, calls, exchange rights or other rights, agreementscontracts, arrangements, understandings understandings, or commitments undertakings of any character relating kind to which the issued Company or unissued any of the Subsidiaries of the Company is a party or by which any of them is bound (i) 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 of, or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity interest in, the Company, any of its Subsidiaries or any Voting Company Debt, (ii) obligating the Company 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 accruing to holders of capital stock of, or other equity interests in, the Company or obligating any of its Subsidiaries. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to issuerepurchase, deliver, transfer, register redeem or sell or cause to be issued, delivered, transferred, registered or sold, otherwise acquire any shares of capital stock of the Company or Voting Debt any of the Subsidiaries of the Company. There are no proxies, voting trusts or other agreements or understandings to which the Company or any of the Subsidiaries of the Company is a party or is bound with respect to the voting of or giving consent by the capital stock of, or other equity interests in, the Company or securities convertible into or exchangeable for such shares, equity interests or other securities, or obligating any of its Subsidiaries. The Company is not a party to any “poison pill” rights plan relating to any shares of capital stock of the Company to grant, extend or enter into any such option, warrant, pre-emptive right, restricted stock, restricted stock unit, stock appreciation right, subscription, put, call, exchange right or other right, agreement, arrangement, understanding or commitment. Except as set forth at Company. (c) Section 3.03(a3.2(c) of the Company Disclosure ScheduleLetter sets forth true, there are no agreements, arrangements, understandings, commitments or obligations, contingent or otherwise, correct and complete information with respect to each outstanding award under any of the Incentive Plans as follows: (i) with respect to Company PSUs and Company RSUs, the holder’s name, the type of Company Equity Award, the number of Shares subject to repurchase, redeem, or otherwise acquire any shares such award and the estimated value of such holder’s award as of the capital stock close of business on June 12, 2019 based on the Per Share Merger Consideration and in the case of Company PSUs, assuming achievement of applicable performance goals at target value; (ii) with respect to Company PCUs and Company RCUs, the holder’s name, job level, type of Company Equity Award and the number of Shares represented by such award as of June 12, 2019; and (iii) with respect to Company DSUs, such holder’s name and the number of Shares subject to such holder’s award as of June 16, 2019. Each Company Equity Award was granted in accordance with all applicable Laws and the terms of the Incentive Plan applicable thereto. (d) The Company or any capital stock or other equity interests in any Person or has made available to make any investment (in the Parent true, correct and complete copies of each Incentive Plan and each form of a loan, capital contribution, or otherwise) in award agreement used under such plans and any Person. Except as set forth at Section 3.03(a) of the Company Disclosure Schedule, there are no voting trusts, proxies or any other agreements, arrangements, understandings or commitments relating variations to the voting 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 Company Boardsuch forms.

Capitalization of the Company. (a) The entire authorized capital stock of the Company consists solely of 28,000,000 Fifty Million (50,000,000) shares of Company Common Stock and Ten Million (10,000,000) shares of Company Preferred Stock. As of the close of business on August 28, 2015 (the “Capitalization Time”), (i) 16,138,413 shares of Company Common Stock (including no shares of Restricted Shares) were issued and outstanding, (ii) 10,590,950 shares of Company Common Stock were held in treasury by the Company, (iii) no shares of Company Preferred Stock were issued or outstanding and (iv) 2,040,897 shares of Company Common Stock were reserved for issuance pursuant to the 2003 Incentive Plan (including, as of the Capitalization Time, there are no outstanding options to purchase shares of Company Common Stock or Company Preferred Stock, and 194,862 Restricted Stock Units relating to shares of Company Common Stock. As of the date of this Agreement, (i) 21,584,878 shares of Company Common Stock are issued and outstanding (other than shares of Company Restricted Stock), all of which were duly authorized, validly issued, and are fully paid and nonassessable, (ii) 2,878,190 shares of Company Common Stock are held in the Company’s treasury, (iii) a total of 1,369,156 shares of Company Common Stock are reserved for issuance upon the exercise of outstanding Company Options, (iv) a total of 1,260,267 shares of Company Common Stock are reserved for issuance upon the exercise of outstanding stock-settled Company SARs, (v) a total of 740,999 shares of Company Common Stock are reserved for future grant under the Company Stock Plans, (vi) a total of 416,846 shares of Company Common Stock are reserved for purchase under the ESPP, (vii) a total of 74,170 shares of Company Restricted Stock awards are issued and outstanding and (viii) a total of 140,000 target shares of Company Common Stock are subject to Company RSUs. All of the outstanding shares of the Company’s capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. Except as expressly set forth in this Section 4.2(a), no Company Common Stock (including Restricted Shares) have been, all and no shares of Company Common Stock which capital stock that may be issued pursuant to the Top-Up Option in connection with any outstanding Restricted Stock Units will be, be when issued in accordance with the terms thereof, subject to, or issued in violation of, preemptive and similar rights. No shares of this Agreementcapital stock of the Company are owned by any Subsidiary of the Company. Since the Capitalization Time, and all no Company Common Stock (including Restricted Shares), options to purchase shares of Company Common Stock which may be issued pursuant to the exercise of outstanding or Company OptionsPreferred Stock, outstanding stock-settled Company SARs or outstanding Company RSUs will be, when issued in accordance with the terms of the applicable grant agreement, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of pre-emptive Restricted Stock Units or other similar rights. There is no indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) Equity Interests of the Company or any of its Subsidiaries have been issued. (b) There are no preemptive or similar rights granted by the Company or any Subsidiary issued and outstandingof the Company on the part of any holders of (or otherwise in respect of) any class of securities or other Equity Interests of the Company or any Subsidiary of the Company. Neither the Company nor any Subsidiary of the Company has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company or any such Subsidiary on any matter (“Voting Company Debt”). Except for the Top-Up Option and as set forth at above or as listed on Section 3.03(c4.2(b) of the Company Disclosure ScheduleLetter, there are no not (x) any shares of capital stock or other equity ownership interests, options, warrants, pre-emptive rights, restricted stockconvertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, profit participation rights, contingent value rights, restricted stock units, stock appreciation rightsstock-based performance units or similar interests or rights (collectively, subscriptions“Equity Interests”) in or of the Company issued or outstanding and (y) any commitments, putscontracts, calls, exchange rights arrangements or other rights, agreements, arrangements, understandings or commitments undertakings of any character relating kind to the issued or unissued capital stock of, or other equity interests in, which the Company or any of the Subsidiaries of the Company is a party or by which any of them is bound (i) obligating the Company or any of its Subsidiaries to issue, deliver, transfer, register deliver or sell or cause to be issued, delivered, transferred, registered delivered or sold, any additional shares of capital stock or Voting Debt of, or other equity interests Equity Interests in, or any security convertible or exercisable for or exchangeable into any capital stock of, or other Equity Interest in, the Company or securities convertible into any of its Subsidiaries or exchangeable for such sharesany Voting Company Debt, equity interests or other securities, or (ii) obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, pre-emptive call, right, restricted stocksecurity, restricted 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 accruing to holders of capital stock unitof, stock appreciation right, subscription, put, call, exchange right or other rightEquity Interests in, agreementthe Company or any of its Subsidiaries. As of the date hereof, arrangement, understanding or commitment. Except as set forth at Section 3.03(a) there are not any outstanding contractual obligations of the Company Disclosure Schedule, there are no agreements, arrangements, understandings, commitments or obligations, contingent or otherwise, any of the Subsidiaries of the Company to repurchase, redeem, redeem or otherwise acquire any shares of the capital stock of the Company or any of the Subsidiaries of the Company. There are no proxies, voting trusts or other agreements or understandings to which the Company or any of the Subsidiaries of the Company is a party or is bound with respect to the voting of the capital stock of, or other equity interests in Equity Interests in, the Company or any Person of the Subsidiaries of the Company. (c) Neither the Company nor any of its Subsidiaries owns, or to make any investment (has in the form past three (3) years owned, any shares of a loancapital stock of Parent or any of its Subsidiaries. (d) As of the date hereof, capital contribution, or otherwise) in there is not outstanding any Person. Except as amount of indebtedness for borrowed money of the Company and/or any of its Subsidiaries other than the indebtedness set forth at on Section 3.03(a4.2(d) of the Company Disclosure ScheduleLetter. With respect to such outstanding indebtedness, there are no voting trusts, proxies or any other agreements, arrangements, understandings or commitments relating to the voting or disposition of any shares Section 4.2(d) of the Company’s capital stock Company Disclosure Letter also sets forth for each tranche or granting type of such outstanding indebtedness (i) the outstanding aggregate unpaid principal amount of each such trance or type of indebtedness as of the date hereof, (ii) the aggregate amount of accrued but unpaid interest thereon as of the date hereof and (iii) the aggregate amount of prepayment fees or premiums or similar costs that would be payable if the Merger were to any Person or group of Persons be consummated on the right date hereof and all such indebtedness was to elect, or to designate or nominate for election, a director to be fully repaid and discharged on the Company Boarddate hereof in connection therewith.

Capitalization of the Company. The entire (a) As of the date hereof, the authorized capital stock of the Company consists solely of 28,000,000 (i) 48,000,000 shares of Company Common Stock, with a par value of $1.00 per share, (ii) 95,660 shares designated as 6% Cumulative Preferred Stock, with a par value of $25 per share (the "6% Cumulative Preferred Stock"), (iii) Series Preferred Stock (blank check), and (iv) 1,000,000 shares of Series A Preferred Stock, with par value of $1.00 per share (the "Series A Preferred Stock"). As of the date of this Agreementhereof, (i) 21,584,878 16,779,017 shares of Company Common Stock are issued and outstanding (other than shares of Company Restricted Stock), all of which were duly authorized, validly issued, and are fully paid and nonassessableoutstanding, (ii) 2,878,190 86,036 shares of Company Common 6% Cumulative Preferred Stock are held in the Company’s treasuryissued and outstanding, (iii) a total of 1,369,156 0 shares of Company Series Preferred Stock are issued and outstanding, and (iv) 1,368,074 shares of Common Stock are reserved for issuance upon the exercise of Options (whether vested or unvested as of the date hereof). Schedule 4.2 contains the aggregate number of outstanding Company Options, (iv) a total of 1,260,267 Options to purchase shares of Company Common Stock are reserved for issuance upon Stock, the weighted average exercise of outstanding stock-settled Company SARs, (v) a total of 740,999 shares of Company Common Stock are reserved for future grant under price with respect to such Options and the Company Stock Plans, (vi) a total of 416,846 shares of Company Common Stock are reserved for purchase under the ESPP, (vii) a total of 74,170 shares of Company Restricted Stock awards are issued and outstanding and (viii) a total of 140,000 target shares of Company Common Stock are subject plan or other arrangements pursuant to Company RSUswhich such Options were issued. All of the outstanding shares of each of the Company’s Common Stock and the 6% Cumulative Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable and issued in compliance with the Securities Act and all applicable state securities laws, and no shares of capital stock of the Company are subject to, nor have been, all shares of Company Common Stock which may be issued pursuant to the Top-Up Option will be, when any been issued in accordance with the terms violation of, any preemptive or similar rights. (b) Except as set forth above in paragraph (a) of this Section 4.2, as contemplated by this Agreement, and all there are outstanding (i) no shares of Company Common Stock which may be issued pursuant to the exercise of outstanding Company Options, outstanding stock-settled Company SARs capital stock or outstanding Company RSUs will be, when issued in accordance with the terms other voting securities of the applicable grant agreement, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of pre-emptive or other similar rights. There is Company; (ii) no indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of the Company convertible into or any Company Subsidiary issued and outstanding. Except exchangeable for the Top-Up Option and as set forth at Section 3.03(c) shares of capital stock or other voting securities of the Company Disclosure ScheduleCompany; (iii) no subscriptions, there are no options, warrants, pre-emptive rights, restricted stock, restricted stock units, stock appreciation rights, subscriptions, puts, calls, exchange commitments, preemptive rights or other rights, agreements, arrangements, understandings or commitments rights of any character relating kind to acquire from the issued or unissued capital stock ofCompany, or other equity interests in, the Company or obligating and no obligation of the Company to issue, deliver, transfer, register issue or sell or cause to be issued, delivered, transferred, registered or sold, any shares of capital stock or Voting Debt of, or other equity interests in, voting securities of the Company or any securities of the Company convertible into or exchangeable for such sharescapital stock or voting securities; and (iv) other than employee compensation plans based on the Company's earnings and executive officer employment agreements, no equity equivalents, interests in the ownership or earnings or other securities, similar rights of or obligating with respect to the Company to grant, extend or enter into any such option, warrant, pre-emptive right, restricted stock, restricted stock unit, stock appreciation right, subscription, put, call, exchange right or other right, agreement, arrangement, understanding or commitmentCompany. Except as set forth at Section 3.03(a) of the Company Disclosure Scheduleon Schedule 4.2, there are no agreements, arrangements, understandings, commitments or obligations, contingent or otherwise, outstanding contractual obligations of the Company to repurchase, redeem, redeem or otherwise acquire any shares of the capital stock Common Stock or any other securities of the Company type described in clauses (i)-(iv) of the preceding sentence. There are no restrictions upon the voting or transfer of any share of the capital stock or other equity interests in any Person or to make any investment (in the form of a loan, capital contribution, or otherwise) in any Person. Except as set forth at Section 3.03(a) voting securities of the Company Disclosure Schedulepursuant to the Certificate of Incorporation, there are no voting trusts, proxies the Bylaws or other governing documents or any agreement or other agreements, arrangements, understandings or commitments relating instrument to the voting 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 which the Company Boardis a party or by which the Company is bound.

Capitalization of the Company. (a) The entire authorized capital stock of the Company consists of 28,000,000 shares of Company Common Stock. As of the date of this Agreement, (i) 21,584,878 100,000,000 shares of Company Common Stock are issued and outstanding (other than 300,000 shares of preferred stock, par value $1.00 per share (Company Restricted Preferred Stock). As of the close of business on November 16, all of which were duly authorized, validly issued, and are fully paid and nonassessable2015 (the Measurement Date), (iii) 2,878,190 9,914,242 shares of Company Common Stock are held in the Company’s treasurywere issued and outstanding, (iii) a total of 1,369,156 which 81,687 shares of Company Common Stock are were Company Restricted Shares, and 454,109 shares of Company Common Stock were held by the Company in its treasury, (ii) no Company Common Stock was owned by any subsidiary of the Company, (iii) 1,165,500 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding Company Stock Options, (iv) a total of 1,260,267 169,232 shares of Company Common Stock are were reserved for issuance pursuant to the Plans providing for the grant of equity-based awards to directors, officers, employees or other service providers of the Company or any of its subsidiaries and (v) no shares of Company Preferred Stock were issued or outstanding. From the Measurement Date to the date of this Agreement, there have been no issuances by the Company of shares of capital stock of the Company or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Company Common Stock, other than the issuance of Company Common Stock upon the exercise of outstanding stock-settled Company SARsStock Options. The Company has delivered to Parent a schedule accurately setting forth as of the date of this Agreement all Company Stock Options, (v) a total including the names of 740,999 the holders thereof, the number of shares of Company Common Stock are reserved for future grant under the issuable to each holder on exercise of each Company Stock Plans, Option and the exercise price and vesting schedule with respect to each Company Stock Option. (vib) a total Each outstanding share of 416,846 shares of the Company Common Stock are reserved for purchase under the ESPP, (vii) a total of 74,170 shares of Company Restricted Stock awards are issued is duly authorized and outstanding and (viii) a total of 140,000 target shares of Company Common Stock are subject to Company RSUs. All of the outstanding shares of the Company’s capital stock have been, all shares of Company Common Stock which may be issued pursuant to the Top-Up Option will be, when issued in accordance with the terms of this Agreement, and all shares of Company Common Stock which may be issued pursuant to the exercise of outstanding Company Options, outstanding stock-settled Company SARs or outstanding Company RSUs will be, when issued in accordance with the terms of the applicable grant agreement, duly authorized, validly issued, fully paid and non-assessable assessable, and has not subject to or been issued in violation of pre-emptive any preemptive or other similar rights. There is Other than as set forth in this Section 5.4, there are no indebtedness having general voting outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights (of any type relating to the issuance, sale, repurchase or convertible into transfer by the Company or any Company subsidiary of any securities having such rights) (“Voting Debt”) of the Company or any Company Subsidiary issued and outstanding. Except for the Top-Up Option and as set forth at Section 3.03(c) of the Company Disclosure Schedulesubsidiary, nor are there outstanding any securities which are no options, warrants, pre-emptive rights, restricted stock, restricted stock units, stock appreciation rights, subscriptions, puts, calls, exchange rights or other rights, agreements, arrangements, understandings or commitments of any character relating to the issued or unissued capital stock of, or other equity interests in, the Company or obligating the Company to issue, deliver, transfer, register or sell or cause to be issued, delivered, transferred, registered or sold, any shares of capital stock or Voting Debt of, or other equity interests in, the Company or securities convertible into or exchangeable for such shares, equity interests or other securities, or obligating the Company to grant, extend or enter into any such option, warrant, pre-emptive right, restricted stock, restricted stock unit, stock appreciation right, subscription, put, call, exchange right or other right, agreement, arrangement, understanding or commitment. Except as set forth at Section 3.03(a) of the Company Disclosure Schedule, there are no agreements, arrangements, understandings, commitments or obligations, contingent or otherwise, of the Company to repurchase, redeem, or otherwise acquire any shares of the capital stock Company Common Stock or any equity interests in any Company subsidiary, and neither the Company nor any of its subsidiaries has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities of the Company or any capital stock Company subsidiary or other equity interests in any Person or predecessors of any thereof. The Company has no existing agreements to make register any investment (in the form of a loan, capital contribution, or otherwise) in any Person. Except as set forth at Section 3.03(a) securities of the Company Disclosure Scheduleunder the Securities Act or under any state securities law and has not granted registration rights to any person or entity. The Company is not a party to any, and, to the knowledge of the Company, there are no no, voting trusts, proxies proxies, stockholders agreements or any other agreements, arrangements, agreements or understandings or commitments relating with respect to the voting Company Common Stock. No bonds, debentures, notes or disposition of any shares of the Company’s capital stock or granting to any Person or group of Persons other indebtedness having the right to elect, or to designate or nominate for election, a director to vote on any matters on which stockholders may vote in respect of the Company Boardor any Company subsidiary are issued or outstanding.

Capitalization of the Company. (a) The entire authorized capital stock authorized, issued and outstanding Company Capital Stock is, on the date hereof, as set forth on Section 3.2(a) of the Company consists of 28,000,000 shares of Company Common StockDisclosure Schedule. As All of the date of this Agreement, (i) 21,584,878 shares of Company Common Stock are issued and outstanding (other than shares of Company Restricted Stock), all of which were duly authorized, Shares have been validly issued, and are duly authorized, fully paid paid, non-assessable and nonassessablewere issued free of preemptive rights (or pursuant to a valid waiver of such rights). (b) A true and complete list of record holders of the issued and outstanding Company Capital Stock as of the date hereof is set forth in Section 3.2(b) of the Company Disclosure Schedule. (c) As of the date hereof, (ii) 2,878,190 shares of Company Common Stock are held in the Company’s treasury, (iii) a total of 1,369,156 3,657,613 shares of Company Common Stock are reserved for issuance and 2,409,274 shares of Company Common Stock are issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Options, (iv) a total of 1,260,267 Stock Options issued pursuant to the Company Option Plans and 161,983 shares of Company Common Stock are reserved for issuance and issuable upon the exercise of outstanding stock-settled Company SARs, (v) a total of 740,999 shares of Company Common Stock are reserved for future grant under the Company Stock Plans, (vi) a total of 416,846 shares of Company Common Stock are reserved for purchase under the ESPP, (vii) a total of 74,170 shares of Company Restricted Stock awards are issued and outstanding and (viii) a total of 140,000 target shares of Company Common Stock are subject to Company RSUs. All of the outstanding shares of the Company’s capital stock have been, all shares of Company Common Stock which may be issued pursuant to the Top-Up Option will be, when issued or otherwise deliverable in accordance connection with the terms of this Agreement, and all shares of Company Common Stock which may be issued pursuant to the exercise of outstanding Company Options, outstanding stock-settled Company SARs or outstanding Company RSUs will be, when issued in accordance with the terms of the applicable grant agreement, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of pre-emptive or other similar rightsWarrants. There is no indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”Section 3.2(c) of the Company Disclosure Schedule sets forth true and complete information regarding the current exercise price, the date of grant and the number of Company Stock Options granted for each holder of Company Stock Options and sets forth true and complete information regarding the current exercise price and the number of shares subject to Company Warrants. (d) As of the date hereof, except as described above, there are no outstanding (i) shares of capital stock or voting securities or equity securities of the Company; (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or equity securities of the Company; (iii) options or other rights to acquire from the Company, and no obligations of the Company to issue, any capital stock, voting securities or equity securities or securities convertible into or exchangeable for capital stock, voting securities or equity securities of the Company; or (iv) equity equivalents, interests in the ownership or earnings of the Company Subsidiary issued and outstanding. or other similar rights (including phantom stock or stock appreciation rights) (collectively, “Company Securities”). (e) Except for the Top-Up Option and as set forth at on Section 3.03(c3.2(e) of the Company Disclosure Schedule, there are no options, warrants, pre-emptive rights, restricted stock, restricted stock units, stock appreciation rights, subscriptions, puts, calls, exchange rights or other rights, agreements, arrangements, understandings or commitments outstanding obligations of any character relating to the issued or unissued capital stock of, or other equity interests in, the Company or obligating the Company to issuerepurchase, deliver, transfer, register redeem or sell or cause to be issued, delivered, transferred, registered or sold, otherwise acquire any shares of capital stock or Voting Debt of, or other equity interests in, the Company or securities convertible into or exchangeable for such shares, equity interests or other securities, or obligating the Company to grant, extend or enter into any such option, warrant, pre-emptive right, restricted stock, restricted stock unit, stock appreciation right, subscription, put, call, exchange right or other right, agreement, arrangement, understanding or commitment. Securities. (f) Except as set forth at on Section 3.03(a3.2(f) of the Company Disclosure Schedule, there are no shareholder agreements, arrangements, understandings, commitments voting trusts or obligations, contingent or otherwise, of other agreements to which the Company to repurchase, redeem, or otherwise acquire any shares of the capital stock of the Company or any capital stock or other equity interests in any Person is a party or to make any investment (in the form of a loan, capital contribution, or otherwise) in any Person. Except as set forth at Section 3.03(a) of the Company Disclosure Schedule, there are no voting trusts, proxies or any other agreements, arrangements, understandings or commitments which it is bound relating to the voting or disposition of any shares Company Securities or, to the knowledge of the Company’s capital stock , to which any other Person is a party or granting by which it is bound related to any Person Company Securities or group of Persons the right to electvoting thereof. (g) All outstanding Company Securities have been in compliance with applicable federal and state securities laws. (h) At the Effective Time, or to designate or nominate for electioneach Company Warrant, a director to the Company Boardextent then outstanding and unexercised (whether vested or unvested), shall terminate, whereupon the holder thereof shall not be entitled to receive anything in respect thereof.

Capitalization of the Company. The entire After giving effect to the Amendment and prior to the transactions contemplated hereby, the Company's authorized capital stock consists solely of 35,000,000 authorized shares of Common Stock, of which 2,860,602 shares were issued and outstanding as of the date hereof; and 200 shares of Preferred Stock, of which, as of the date hereof, no shares were issued and outstanding. No shares of the Company's capital stock are held as treasury shares. In addition, as of the date hereof and after giving effect to the Restructuring, (i) the Company has $300,000 in aggregate principal amount of the 1995 Debentures issued and outstanding which are presently convertible into an aggregate of 1,200,000 shares of Common Stock at a current conversion price of $.25 per share, (ii) the Company has Series A Warrants outstanding to purchase an aggregate of 600,000 shares of Common Stock at a current exercise price of $.25 per share, (iii) the Company has Series B Warrants outstanding to purchase an aggregate of 1,500,000 shares of Common Stock at a current exercise price of $.25 per share, and (iv) the Company has certain other stock options outstanding to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of $.10 per share. Except as set forth above, and except for the Warrants, the Debentures, the Convertible Preferred Stock, the Series D Warrants, the Series E Warrants and the Xxxxx Options, the Company does not have (i) any shares of Common Stock or Preferred Stock reserved for issuance, or (ii) any outstanding option, warrant, right, call or commitment relating to its capital stock or any outstanding securities or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from it, any shares of its capital stock (collectively, "Company Securities"). There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Company Securities. There are no pre-emptive or other subscription rights with respect to any shares of the Company's capital stock or any securities convertible into or exchangeable for shares of the Company's capital stock and all of the issued and outstanding shares of capital stock of the Company consists of 28,000,000 shares of Company Common Stock. As of the date of this Agreement, (i) 21,584,878 shares of Company Common Stock are issued and outstanding (other than shares of Company Restricted Stock), all of which were have been duly authorized, validly issued, and are fully paid and are nonassessable, (ii) 2,878,190 shares of Company Common Stock are held in the Company’s treasury, (iii) a total of 1,369,156 shares of Company Common Stock are reserved for issuance upon the exercise of outstanding Company Options, (iv) a total of 1,260,267 shares of Company Common Stock are reserved for issuance upon the exercise of outstanding stock-settled Company SARs, (v) a total of 740,999 shares of Company Common Stock are reserved for future grant under the Company Stock Plans, (vi) a total of 416,846 shares of Company Common Stock are reserved for purchase under the ESPP, (vii) a total of 74,170 shares of Company Restricted Stock awards are issued and outstanding and (viii) a total of 140,000 target shares of Company Common Stock are subject to Company RSUs. All of the Company's outstanding shares of the Company’s capital stock have beensecurities were offered, all shares of Company Common Stock which may be issued pursuant to the Top-Up Option will be, when issued in accordance with the terms of this Agreement, and all shares of Company Common Stock which may be issued pursuant to the exercise of outstanding Company Options, outstanding stock-settled Company SARs or outstanding Company RSUs will be, when issued in accordance with the terms of the applicable grant agreement, duly authorized, validly issued, fully paid sold and non-assessable delivered by the Company in compliance with all applicable state and not subject to or federal securities laws. None of such securities were issued in violation of any pre-emptive or other similar rights. There is no indebtedness having general voting subscription rights (or convertible into securities having such rights) (“Voting Debt”) of the Company or any Company Subsidiary issued and outstanding. Except for the Top-Up Option and as set forth at Section 3.03(c) of the Company Disclosure Schedule, there are no options, warrants, pre-emptive rights, restricted stock, restricted stock units, stock appreciation rights, subscriptions, puts, calls, exchange rights or other rights, agreements, arrangements, understandings or commitments of any character relating to the issued or unissued capital stock of, or other equity interests in, the Company or obligating the Company to issue, deliver, transfer, register or sell or cause to be issued, delivered, transferred, registered or sold, any shares of capital stock or Voting Debt of, or other equity interests in, the Company or securities convertible into or exchangeable for such shares, equity interests or other securities, or obligating the Company to grant, extend or enter into any such option, warrant, pre-emptive right, restricted stock, restricted stock unit, stock appreciation right, subscription, put, call, exchange right or other right, agreement, arrangement, understanding or commitment. Except as set forth at Section 3.03(a) of the Company Disclosure Schedule, there are no agreements, arrangements, understandings, commitments or obligations, contingent or otherwise, of the Company to repurchase, redeem, or otherwise acquire any shares of the capital stock of the Company or any capital stock or other equity interests in any Person or to make any investment (in the form of a loan, capital contribution, or otherwise) in any Person. Except as set forth at Section 3.03(a) of the Company Disclosure Schedule, there are no voting trusts, proxies or any other agreements, arrangements, understandings or commitments relating to the voting 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 Company Boardperson.

Capitalization of the Company. (a) The entire authorized capital stock of the Company consists of 28,000,000 (i) 80,000,000 shares of Company Common Stock. As , of which, as of the date of this Agreementhereof, 28,650,715 shares are outstanding and 187,435 shares are held in the Company's treasury, and (iii) 21,584,878 10,000,000 shares of Company Common Stock Preferred Stock, without par value, of which, as of the date hereof, no shares are issued and outstanding. All outstanding (other than shares of capital stock of the Company Restricted Stock), all of which were duly authorized, have been validly issued, issued and are fully paid and nonassessable, and no shares of capital stock of the Company are subject to, nor have any been issued in violation of, preemptive or similar rights. As of the date hereof, (i) an aggregate of 4,851,186 shares of Common Stock are reserved for issuance pursuant to stock options granted to certain directors, officers, and employees; (ii) 2,878,190 an aggregate of 172,981 shares of Company Common Stock are held in reserved for issuance and issuable upon the Company’s treasury, exercise of outstanding warrants; (iii) a total of 1,369,156 certain shares of Company Common Stock are reserved for issuance upon the exercise of outstanding Company Options, certain purchase rights which become exercisable pursuant to the terms of the Rights Agreement (as hereinafter defined); and (iv) a total an aggregate of 1,260,267 3,557,900 shares of Company Common Stock stock are reserved for issuance upon and issuable under the exercise Exchange Agreement (as hereinafter defined). (b) Except as set forth above in subparagraph (a) of this Section 3.3 and as contemplated by this Agreement, there are outstanding stock-settled Company SARs, (vi) a total of 740,999 no shares of Company Common Stock are reserved for future grant under the Company Stock Plans, (vi) a total of 416,846 shares of Company Common Stock are reserved for purchase under the ESPP, (vii) a total of 74,170 shares of Company Restricted Stock awards are issued and outstanding and (viii) a total of 140,000 target shares of Company Common Stock are subject to Company RSUs. All of the outstanding shares capital stock or other voting securities of the Company’s capital stock have been, all shares of Company Common Stock which may be issued pursuant to the Top-Up Option will be, when issued in accordance with the terms of this Agreement, and all shares of Company Common Stock which may be issued pursuant to the exercise of outstanding Company Options, outstanding stock-settled Company SARs or outstanding Company RSUs will be, when issued in accordance with the terms of the applicable grant agreement, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of pre-emptive or other similar rights. There is ; (ii) no indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of the Company convertible into or any Company Subsidiary issued exchangeable for shares of capital stock or other voting securities of the Company; (iii) no options or other rights to acquire from the Company, and outstanding. Except for the Top-Up Option and as set forth at Section 3.03(c) no obligation of the Company Disclosure Schedule, there are no options, warrants, pre-emptive rights, restricted stock, restricted stock units, stock appreciation rights, subscriptions, puts, calls, exchange rights to issue or other rights, agreements, arrangements, understandings or commitments of any character relating to the issued or unissued capital stock of, or other equity interests in, the Company or obligating the Company to issue, deliver, transfer, register or sell or cause to be issued, delivered, transferred, registered or soldsell, any shares of capital stock or Voting Debt of, or other equity interests in, voting securities of the Company or any securities of the Company convertible into or exchangeable for such sharescapital stock or voting securities; and (iv) other than employee compensation plans based on the Company's earnings and executive officer employment agreements, no equity equivalents, interests in the ownership or earnings, or other securities, similar rights of or obligating with respect to the Company to grant, extend or enter into any such option, warrant, pre-emptive right, restricted stock, restricted stock unit, stock appreciation right, subscription, put, call, exchange right or other right, agreement, arrangement, understanding or commitmentCompany. Except as set forth at Section 3.03(a) of the Company Disclosure Schedule, there There are no agreements, arrangements, understandings, commitments or obligations, contingent or otherwise, outstanding contractual obligations of the Company to repurchase, redeem, redeem or otherwise acquire any shares of the capital stock Common Stock or any other securities of the Company or any capital stock or other equity interests type described in any Person or to make any investment clauses (in the form of a loan, capital contribution, or otherwisei) in any Person. Except as set forth at Section 3.03(a- (iv) of the Company Disclosure Schedule, there are no voting trusts, proxies or any other agreements, arrangements, understandings or commitments relating to the voting 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 Company Boardpreceding sentence.

Capitalization of the Company. (i) The entire authorized capital stock of the Company consists of 28,000,000 2,000 shares of Company Common Stock. . (ii) As of the date of this Agreement, (i) 21,584,878 1,275 shares of Company Common Stock are issued and outstanding and held of record as follows: (other than i) 172 shares of Company Restricted Stock), all Common Stock (13.49%) are held of which were duly authorized, validly issued, and are fully paid and nonassessable, record by A/S Holding; (ii) 2,878,190 one share of Company Common Stock (0.08%) is held of record by Algeco Global; and (iii) 1,102 shares of Company Common Stock (86.43%) are held of record by Algeco Holdings. (iii) On the Closing Date, after giving effect to the share contribution by A/S Holding to Algeco Global set forth in Section 8.03(g), 1,275 shares of Company Common Stock will be issued and outstanding and held of record as follows: (i) 173 shares of Company Common Stock (13.57%) will be held of record by Algeco Global; and (iii) 1,102 shares of Company Common Stock (86.43%) will be held of record by Algeco Holdings. (iv) No shares of Company Common Stock are held in by Subsidiaries of the Company’s treasury, . (iiiv) a total of 1,369,156 All the outstanding shares of Company Common Stock are reserved for issuance upon the exercise of outstanding Company Options, (iv) a total of 1,260,267 shares of Company Common Stock are reserved for issuance upon the exercise of outstanding stock-settled Company SARs, (v) a total of 740,999 shares of Company Common Stock are reserved for future grant under the Company Stock Plans, (vi) a total of 416,846 shares of Company Common Stock are reserved for purchase under the ESPP, (vii) a total of 74,170 shares of Company Restricted Stock awards are have been duly authorized and validly issued and outstanding and (viii) a total of 140,000 target shares of Company Common Stock are subject to Company RSUs. All of the outstanding shares of the Company’s capital stock have been, all shares of Company Common Stock which may be issued pursuant to the Top-Up Option will be, when issued in accordance with the terms of this Agreement, and all shares of Company Common Stock which may be issued pursuant to the exercise of outstanding Company Options, outstanding stock-settled Company SARs or outstanding Company RSUs will be, when issued in accordance with the terms of the applicable grant agreement, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation are free of pre-emptive or other similar rights. There is no indebtedness having general voting rights . (or convertible into securities having such rightsb) (“Voting Debt”After giving effect to the Carve-out Transaction and except as set forth in Section 3.03(b) of the Company or any Company Subsidiary Seller Disclosure Schedules, all the issued and outstanding. Except for the Top-Up Option and as set forth at Section 3.03(c) outstanding shares of the Company Disclosure Schedule, there are no options, warrants, pre-emptive rights, restricted stock, restricted stock units, stock appreciation rights, subscriptions, puts, calls, exchange rights or other rights, agreements, arrangements, understandings or commitments of any character relating to the issued or unissued capital stock of, or other equity interests in, each Acquired Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable and are owned, directly or indirectly, by the Company or obligating free and clear of all Liens, other than Permitted Liens. (c) Except as set forth in Section 3.03(a), (i) the Company to issue, deliver, transfer, register or sell or cause to be issued, delivered, transferred, registered or sold, does not have any shares issued or outstanding and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock to which any Acquired Company is a party obligating such Acquired Company to (A) issue, transfer or Voting Debt of, sell any shares or other equity interests in, the of an Acquired Company or securities convertible into or exchangeable for such shares, shares or equity interests or (in each case other securities, or obligating than to the Company to or a wholly owned Subsidiary of the Company); (B) grant, extend or enter into any such subscription, option, warrant, pre-emptive right, restricted stock, restricted stock unit, stock appreciation right, subscription, put, call, exchange right exchangeable or convertible securities or other similar right, agreement, arrangement, understanding agreement or commitment. Except as set forth at Section 3.03(a; (C) of the Company Disclosure Schedule, there are no agreements, arrangements, understandings, commitments or obligations, contingent or otherwise, of the Company to repurchase, redeem, redeem or otherwise acquire any such shares of the capital stock of the Company or any capital stock or other equity interests in any Person interests; or to (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution, contribution or otherwise) in in, any Person. Except as set forth at Section 3.03(aPerson that is not wholly owned by an Acquired Company. (d) No Acquired Company has outstanding bonds, debentures, notes or other similar obligations with the right to vote (or that are convertible into or exercisable for securities having the right to vote) with the stockholders of the such Acquired Company Disclosure Schedule, there on any matter. (e) There are no voting trusts, proxies trusts or other agreements or understandings to which any other agreements, arrangements, understandings or commitments relating Acquired Company is a party with respect to the voting or disposition of any shares of the Company’s capital stock or granting to any Person or group other equity interests of Persons the right to elect, or to designate or nominate for election, a director an Acquired Company. (f) After giving effect to the Company BoardCarve-out Transaction, none of the Acquired Companies owns, directly or indirectly, any capital stock or other equity interests of any Person, in each case, other than the capital stock or other equity interests of an Acquired Subsidiary.

Capitalization of the Company. The entire authorized capital stock of the Company consists of 28,000,000 (i) 120,000,000 shares of Company Common Stock. As , of which, as of the date of this Agreementhereof, 87,932,726 shares are outstanding and no shares are held in the Company's treasury, and (iii) 21,584,878 5,000,000 shares of Company Common Stock preferred stock, par value $.01 per share, of which, as of the date hereof, 5,000,000 shares are issued outstanding and no such shares are held in the Company's treasury. All outstanding (other than shares of capital stock of the Company Restricted Stock), all of which were duly authorized, have been validly issued, issued and are fully paid and nonassessable, (ii) 2,878,190 and no shares of capital stock of the Company are subject to, nor have any been issued in violation of, preemptive or similar rights. All issuances, sales, and repurchases by the Company of shares of its capital stock have been effected in compliance with all Applicable Laws, including without limitation applicable federal and state securities laws. The Cumulative Preferred Stock, Series B ("Series B Preferred Stock") constitutes all of the outstanding shares of preferred stock. As of the date hereof, an aggregate of 25,798,339 shares of Common Stock are held in of the Company’s treasury, (iii) a total of 1,369,156 shares of Company Common Stock are reserved for issuance and are issuable upon the exercise of outstanding Company Optionsstock options granted under the Company's stock option plans and outstanding warrants (subject to certain anti-dilution provisions applicable thereto). Upon the amendment of the Company's Articles of Incorporation, (iv) a total of 1,260,267 as contemplated by the Subscription Agreement,37,685,454 shares of Company Common Stock are and 45,000 shares of Preferred Stock, Series C will be reserved for issuance upon pursuant to the exercise Subscription Agreement and the conversion of the Tranche B Term Notes as defined in the Credit Agreement. Except as disclosed above in this Section, there are outstanding stock-settled Company SARs, (vi) a total of 740,999 no shares of Company Common Stock are reserved for future grant under the Company Stock Plans, (vi) a total of 416,846 shares of Company Common Stock are reserved for purchase under the ESPP, (vii) a total of 74,170 shares of Company Restricted Stock awards are issued and outstanding and (viii) a total of 140,000 target shares of Company Common Stock are subject to Company RSUs. All of the outstanding shares capital stock or other voting securities of the Company’s capital stock have been, all shares of Company Common Stock which may be issued pursuant to the Top-Up Option will be, when issued in accordance with the terms of this Agreement, and all shares of Company Common Stock which may be issued pursuant to the exercise of outstanding Company Options, outstanding stock-settled Company SARs or outstanding Company RSUs will be, when issued in accordance with the terms of the applicable grant agreement, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of pre-emptive or other similar rights. There is (ii) no indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of the Company convertible into or any Company Subsidiary issued exchangeable for shares of capital stock or other voting securities of the Company, (iii) no options or other rights to acquire from the Company, and outstanding. Except for the Top-Up Option and as set forth at Section 3.03(c) no obligation of the Company Disclosure Schedule, there are no options, warrants, pre-emptive rights, restricted stock, restricted stock units, stock appreciation rights, subscriptions, puts, calls, exchange rights to issue or other rights, agreements, arrangements, understandings or commitments of any character relating to the issued or unissued capital stock of, or other equity interests in, the Company or obligating the Company to issue, deliver, transfer, register or sell or cause to be issued, delivered, transferred, registered or soldsell, any shares of capital stock or Voting Debt of, or other equity interests in, voting securities of the Company or any securities of the Company convertible into or exchangeable for such sharescapital stock or voting securities, and (iv) no equity equivalents, interests in the ownership or earnings, or other securities, similar rights of or obligating with respect to the Company to grant, extend or enter into any such option, warrant, pre-emptive right, restricted stock, restricted stock unit, stock appreciation right, subscription, put, call, exchange right or other right, agreement, arrangement, understanding or commitmentCompany. Except as set forth at Section 3.03(a) Other than regarding the Series B Preferred Stock there are no outstanding obligations of the Company Disclosure Schedule, there are no agreements, arrangements, understandings, commitments or obligations, contingent or otherwise, of the Company any Subsidiary to repurchase, redeem, or otherwise acquire any shares of the capital stock of the Company or any capital stock or other foregoing shares, securities, options, equity interests in any Person or to make any investment (in the form of a loanequivalents, capital contributioninterests, or otherwise) in any Person. Except as set forth at Section 3.03(a) of the Company Disclosure Schedule, there are no voting trusts, proxies or any other agreements, arrangements, understandings or commitments relating to the voting 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 Company Boardrights.

Capitalization of the Company. (a) The entire authorized capital stock of the Company consists of 28,000,000 (i) 1,500 shares of Company Common Stock, of which 1,500 shares are issued and outstanding. As All of the date of this Agreement, (i) 21,584,878 issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. None of the issued and outstanding (other than shares of Company Restricted Stock), all of which were duly authorized, validly issued, and are fully paid and nonassessable, (ii) 2,878,190 shares of Company Common Stock are held was issued in violation of the Company’s treasury, (iiiregistration requirements of any federal or state securities laws. Schedule 4.2(A) sets forth a total complete and correct list of 1,369,156 all of the Company Stockholders and the number of shares of Company Common Stock are reserved for issuance upon owned, of record and beneficially, by each such Company Stockholder. Schedule 4.2(B) sets forth a complete and correct list of (i) the exercise of outstanding Company OptionsPersons to whom Options have been granted by the Company, (ivii) a total the number of 1,260,267 shares of Company Common Stock are reserved for issuance upon subject to such Options, (iii) the exercise price for Options held by each such Person, (iv) the number of outstanding stock-settled Company SARs, vested and unvested Options and (v) a total the termination dates of 740,999 such Options. Except as set forth on Schedule 4.2(B) no Options have been granted by the Company to any Person. Except as set forth on Schedule 4.2(A), there are outstanding (i) no shares of Company Common Stock are reserved for future grant under capital stock or other voting securities of the Company Stock Plansor any Company Subsidiary, (viii) a total of 416,846 shares of Company Common Stock are reserved for purchase under the ESPP, (vii) a total of 74,170 shares of Company Restricted Stock awards are issued and outstanding and (viii) a total of 140,000 target shares of Company Common Stock are subject to Company RSUs. All of the outstanding shares of the Company’s capital stock have been, all shares of Company Common Stock which may be issued pursuant to the Top-Up Option will be, when issued in accordance with the terms of this Agreement, and all shares of Company Common Stock which may be issued pursuant to the exercise of outstanding Company Options, outstanding stock-settled Company SARs or outstanding Company RSUs will be, when issued in accordance with the terms of the applicable grant agreement, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of pre-emptive or other similar rights. There is no indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of the Company or any Company Subsidiary issued and outstanding. Except convertible into or exercisable or exchangeable for the Top-Up Option and as set forth at Section 3.03(c) of the Company Disclosure Schedule, there are no options, warrants, pre-emptive rights, restricted stock, restricted stock units, stock appreciation rights, subscriptions, puts, calls, exchange rights or other rights, agreements, arrangements, understandings or commitments of any character relating to the issued or unissued capital stock of, or other equity interests in, the Company or obligating the Company to issue, deliver, transfer, register or sell or cause to be issued, delivered, transferred, registered or sold, any shares of capital stock or Voting Debt of, or other equity interests in, voting securities of the Company or any Company Subsidiary, (iii) no Options to acquire from the Company or any Company Subsidiary, and no obligations of the Company or any Company Subsidiary to issue, any capital stock, voting securities or securities convertible into or exercisable or exchangeable for such sharescapital stock or voting securities of the Company or any Company Subsidiary, (iv) no equity equivalents, interests in the ownership or earnings of the Company or any Company Subsidiary or other securitiessimilar rights (including stock appreciation rights) (the items listed in subclauses (i), or obligating (ii), (iii) and (iv) of this sentence being referred to, collectively, as "Company Securities") and (v) no obligations of the Company or any Company Subsidiary to grantrepurchase, extend redeem or enter into otherwise acquire any such option, warrant, pre-emptive right, restricted stock, restricted stock unit, stock appreciation right, subscription, put, call, exchange right or other right, agreement, arrangement, understanding or commitmentCompany Securities. Except as set forth at Section 3.03(a) of the Company Disclosure Scheduleon Schedule 4.2(C), there are no stockholder agreements, arrangements, understandings, commitments voting trusts or obligations, contingent other agreements or otherwise, of understandings to which the Company or any Company Subsidiary is a party or by which it is bound relating to repurchase, redeem, the voting or otherwise acquire registration of any shares of the capital stock of the Company or any Company Subsidiary, and there is no Contract between the Company, any Company Subsidiary or any Controlling Stockholder, on the one hand, and any Person, on the other hand, with respect to the issuance or transfer of any Company Securities. (b) The Company directly owns, of record and beneficially, and has good, valid and indefeasible title to and the right to transfer all of the issued and outstanding capital stock or other equity interests in any Person or to make any investment (in the form of a loan, capital contribution, or otherwise) in any Person. Except as set forth at Section 3.03(a) each of the Company Disclosure ScheduleSubsidiaries, there are no voting trusts, proxies free and clear of any Lien or any other agreements, arrangements, understandings limitation or commitments relating to the voting 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 Company Boardrestriction.

Capitalization of the Company. (a) The entire authorized capital stock of the Company consists of 28,000,000 405,000,000 shares, comprised of 320,000,000 shares of Company SNC Common Stock, 80,000,000 shares of circle.com Common Stock and 5,000,000 shares of preferred stock, $0.000 xxx xxlue per share (the "Preferred Stock"). As of the date close of this Agreementbusiness on February 15, (i) 21,584,878 2000, 71,233,429 shares of Company SNC Common Stock are were issued and outstanding (other than outstanding, 22,422,885 shares of Company Restricted Stock), all of which circle.com Common Stock were duly authorized, validly issuedissued and outstanding, and are fully paid and nonassessable, (ii) 2,878,190 no shares of Preferred Stock were issued and outstanding. The strike prices, vesting information, grantees and number of shares with respect to options previously granted pursuant to the Company Common Stock are held in Option Plans and the number of shares purchased and rights to acquire shares under the Company’s treasury, (iii) a total 's Amended and Restated Employee Stock Purchase Plan set forth in Section 3.05 of 1,369,156 shares of Company Common Stock are reserved for issuance upon the exercise of outstanding Company Options, (iv) a total of 1,260,267 shares of Company Common Stock are reserved for issuance upon the exercise of outstanding stock-settled Company SARs, (v) a total of 740,999 shares of Company Common Stock are reserved for future grant under the Company Stock Plans, (vi) a total of 416,846 shares of Company Common Stock Disclosure Schedule are reserved for purchase under the ESPP, (vii) a total of 74,170 shares of Company Restricted Stock awards are issued and outstanding and (viii) a total of 140,000 target shares of Company Common Stock are subject to Company RSUsaccurate in all material respects. All of the outstanding shares of the Company’s 's capital stock have beenare, and all shares of Company Common Stock which may be issued pursuant to the Top-Up Company Option Plans will be, when issued in accordance with the respective terms of this Agreement, and all shares of Company Common Stock which may be issued pursuant to the exercise of outstanding Company Options, outstanding stock-settled Company SARs or outstanding Company RSUs will be, when issued in accordance with the terms of the applicable grant agreementthereof, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of pre-emptive or other similar rights. There is no indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of the Company or any Company Subsidiary issued and outstandingassessable. Except for the Top-Up Option and (i) as set forth at in this Section 3.03(c) 3.05 or in Section 5.01 of the Company Disclosure Schedule, (ii) for the transactions contemplated by this Agreement, including those permitted in accordance with Section 5.01(f) and (iii) for changes since February 15, 2000 resulting from the exercise of employee and director stock options outstanding on such date, there are outstanding (x) no shares of capital stock or other voting securities of the Company, (y) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, and (z) no options, warrantswarrants or other rights to acquire from the Company, pre-emptive and no preemptive or similar rights, restricted stock, restricted stock units, stock appreciation rights, subscriptions, puts, calls, exchange rights subscriptions or other rights, convertible securities, agreements, arrangements, understandings arrangements or commitments of any character character, relating to the issued or unissued capital stock ofof the Company, or other equity interests in, the Company or obligating the Company to issue, deliver, transfer, register transfer or sell or cause to be issued, delivered, transferred, registered or soldsell, any shares of capital stock or Voting Debt ofstock, or other equity interests in, the Company voting securities or securities convertible into or exchangeable for such shares, equity interests capital stock or other securities, voting securities of the Company or obligating the Company to grant, extend or enter into any such option, warrant, pre-emptive right, restricted stock, restricted stock unit, stock appreciation right, subscription, put, call, exchange right subscription or other right, convertible security, agreement, arrangementarrangement or commitment (including equity equivalents or stock appreciation rights) (the items in clauses (x), understanding or commitment(y) and (z) being referred to collectively as the "Company Securities"). Except as set forth at Section 3.03(a) None of the Company Disclosure Schedule, there are no agreements, arrangements, understandings, commitments or obligations, contingent or otherwise, of the Company its Subsidiaries has any contractual obligation to repurchase, redeem, repurchase or otherwise acquire any shares Company Securities or any Company Subsidiary Securities (as hereinafter defined), including as a result of the transactions contemplated by this Agreement. (b) There are no voting 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 of the Company or any capital stock or other equity interests in any Person or to make any investment (in the form of a loan, capital contribution, or otherwise) in any Person. Except as set forth at Section 3.03(a) of the Company Disclosure Schedule, there are no voting trusts, proxies or any other agreements, arrangements, understandings or commitments relating to the voting 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 Company Boardits Subsidiaries.

Capitalization of the Company. (a) The entire authorized capital stock of the Company consists of 28,000,000 1,500,000,000 shares of Class A Company Common Stock, 1,000,000,000 shares of Class B Company Common Stock and 1,000,000,000 shares of Preferred Stock, par value $0.01 per share (“Company Preferred Stock“). As of the close of business on August 31, 2006 (the “Capitalization Date“), (i) 143,374,278 shares of Class A Company Common Stock and 269,978,659 shares of Class B Company Common Stock were issued and outstanding, (ii) 4,224,596 shares of Class A Company Common Stock and no shares of Class B Company Common Stock were held in the treasury of Company or by any of its Subsidiaries, (iii) an aggregate of 26,198,041 shares of Class A Company Common Stock were reserved for issuance upon or otherwise deliverable in connection with the exercise of outstanding Options issued pursuant to the Benefit Plans, (iv) 2,163,247 shares of Class A Company Common Stock were reserved and available for issuance under the ESPP, (v) an aggregate of 12,350,760 Restricted Stock Units were issued and outstanding pursuant to the Benefit Plans and (vi) an aggregate of 37,957 stock appreciation rights were issued and outstanding. As of the date of this Agreement, (i) 21,584,878 the Company has outstanding Options to purchase 26,198,041 shares of Class A Company Common Stock with a weighted average exercise price of $14.22. No shares of Company Common Preferred Stock are issued and outstanding (other than shares outstanding. From the close of Company Restricted Stock), all of which were duly authorized, validly issued, and are fully paid and nonassessable, (ii) 2,878,190 shares of Company Common Stock are held in business on the Company’s treasury, (iii) a total of 1,369,156 shares of Company Common Stock are reserved for issuance upon Capitalization Date until the exercise of outstanding Company Options, (iv) a total of 1,260,267 shares of Company Common Stock are reserved for issuance upon the exercise of outstanding stock-settled Company SARs, (v) a total of 740,999 shares of Company Common Stock are reserved for future grant under the Company Stock Plans, (vi) a total of 416,846 shares of Company Common Stock are reserved for purchase under the ESPP, (vii) a total of 74,170 shares of Company Restricted Stock awards are issued and outstanding and (viii) a total of 140,000 target shares of Company Common Stock are subject to Company RSUs. All of the outstanding shares of the Company’s capital stock have been, all shares of Company Common Stock which may be issued pursuant to the Top-Up Option will be, when issued in accordance with the terms date of this Agreement, and all shares of Company Common Stock which may be no Shares have been issued except for Shares issued pursuant to the exercise of Options or the vesting of Restricted Stock Units, in each case outstanding Company Options, outstanding stock-settled Company SARs or outstanding Company RSUs will be, when issued on the Capitalization Date and in accordance with the terms their terms. All outstanding shares of capital stock of the applicable grant agreement, Company and each of its Subsidiaries are duly authorized, validly issued, fully paid and non-assessable nonassessable, and are not subject to or and were not issued in violation of pre-emptive any preemptive or other similar rights, purchase option, call, or right of first refusal or similar rights. There is no indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of the Company or any Company Subsidiary issued and outstanding. Except for the Top-Up Option and as set forth at Section 3.03(c) of the Company Disclosure Scheduleabove, there are no outstanding shares, options, warrants, pre-emptive rights, restricted stock, restricted stock unitscalls, stock appreciation rights, subscriptions, puts, calls, exchange or other rights or commitments or any other rights, agreements, arrangements, understandings or commitments agreements of any character relating to dividend rights or to the issued sale, issuance or unissued capital stock voting of, or other equity interests in, the Company or obligating the Company granting of rights to issue, deliver, transfer, register or sell or cause to be issued, delivered, transferred, registered or soldacquire, any shares of capital stock or Voting Debt of, or other equity interests in, voting securities of the Company or any of its Subsidiaries, or any securities or obligations convertible into or into, exchangeable for such shares, equity interests or other securities, evidencing the right to purchase any shares of capital stock or obligating voting securities of the Company to grant, extend or enter into any such option, warrant, pre-emptive right, restricted stock, restricted stock unit, stock appreciation right, subscription, put, call, exchange right or other right, agreement, arrangement, understanding or commitment. of its Subsidiaries. (b) Except as set forth at in Section 3.03(a4.5(a), (i) there are no preemptive rights of any kind which obligate the Company or any of its Subsidiaries to issue or deliver any shares of capital stock or voting 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 from the Company or any of its Subsidiaries, any shares of capital stock or voting securities of the Company or any of its Subsidiaries and (ii) there is no agreement, contract, commitment or arrangement pursuant to which the Company or any of its Subsidiaries is or may become obligated to repurchase or redeem any shares of capital stock or voting securities of the Company or its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, any shares of capital stock or voting securities of the Company or its Subsidiaries. Other than the Options, Restricted Stock Units and stock appreciation rights, the Company and its Subsidiaries do not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible, exchangeable or exercisable for or into securities having the right to vote) with the stockholders of the Company or any Subsidiary on any matter. (c) As of the Capitalization Date, (i) each Option has the exercise price and is held by the holder set forth in Section 4.5(c)(i) of the Company Disclosure ScheduleLetter, there are no agreements, arrangements, understandings, commitments or obligations, contingent or otherwise, of (ii) each outstanding Restricted Stock Unit is held by the Company to repurchase, redeem, or otherwise acquire any shares of the capital stock of the Company or any capital stock or other equity interests in any Person or to make any investment (in the form of a loan, capital contribution, or otherwise) in any Person. Except as holder set forth at with respect thereto in Section 3.03(a4.5(c)(ii) of the Company Disclosure ScheduleLetter and (iii) each outstanding stock appreciation rights has the exercise price and is held by the holder set forth with respect thereto in Section 4.5(c)(iii) of the Company Disclosure Letter. All Options and stock appreciation rights have an exercise price equal to no less than the fair market value of the underlying Shares on the date of grant. From the Capitalization Date to the date of the Agreement, there are have been no voting trusts, proxies or any other agreements, arrangements, understandings or commitments relating changes to the voting or disposition of any shares information set forth in Section 4.5(c) of the Company’s capital stock Company Disclosure Letter, except as a result of the exercise of Options or granting to any Person or group the vesting of Persons Restricted Stock Units following the right to elect, or to designate or nominate for election, a director Capitalization Date and prior to the Company Boarddate hereof.

Capitalization of the Company. The entire authorized capital stock of the Company consists of 28,000,000 shares of Company Common Stock. As of the date of this Agreement, the Company’s authorized capital stock consisted solely of 30,000,000 shares of (a) Company Common Stock, par value $0.001 per share, and (b) 5,000,000 shares of preferred stock, par value $0.001 per share (“Company Preferred Stock”), of which (i) 21,584,878 6,503,128 and 0 shares Company Common Stock and Company Preferred Stock, respectively, were issued and outstanding (of which 0 shares of Company Common Stock are issued and outstanding (other than shares of Company Restricted Stockwere held in treasury), all of which were duly authorized, validly issued, and are fully paid and nonassessable, (ii) 2,878,190 1,436,800 shares of Company Common Stock are held in the Company’s treasury, (iii) a total of 1,369,156 shares of Company Common Stock are were reserved for issuance upon the exercise of outstanding Company Stock Options, (ivii) a total of 1,260,267 13,600 shares of Company Common Stock have been issued as, and are reserved for issuance upon the exercise of outstanding stock-settled still subject to, Company SARsStock Awards, and (viv) a total of 740,999 no shares of Company Common Stock are or Company Preferred Stock were reserved for future grant issuance under the other option, warrant or conversion agreements or arrangements. All Company Stock Plans, (vi) Awards automatically vest 100% in connection with a total change in control of 416,846 shares the Company. Each outstanding share of the Company Common Stock are reserved for purchase under the ESPP, (vii) a total of 74,170 shares of Company Restricted Stock awards are issued is duly authorized and outstanding and (viii) a total of 140,000 target shares of Company Common Stock are subject to Company RSUs. All of the outstanding shares of the Company’s capital stock have been, all shares of Company Common Stock which may be issued pursuant to the Top-Up Option will be, when issued in accordance with the terms of this Agreement, and all shares of Company Common Stock which may be issued pursuant to the exercise of outstanding Company Options, outstanding stock-settled Company SARs or outstanding Company RSUs will be, when issued in accordance with the terms of the applicable grant agreement, duly authorized, validly issued, fully paid and non-assessable assessable, and has not subject to or been issued in violation of pre-emptive any preemptive or other similar rights. There is Other than as set forth in the first sentence of this section and in the Option Schedule (as defined below) and the Company’s obligations under the Rights Agreement, dated as of November 5, 2010 (the “Rights Agreement”), between the Company and Registrar and Transfer Company, as rights agent, and the Rights (as defined in the Rights Agreement) issued thereunder, there are no indebtedness having general voting outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights (of any type relating to the issuance, sale, repurchase or transfer by the Company of any securities of the Company, nor are there outstanding any securities which are convertible into or exchangeable for any shares of the Company Common Stock, and the Company has no obligation of any kind to issue any additional securities having such rights) (“Voting Debt”) or to pay for or repurchase any securities of the Company or any predecessor. No shares of Company Subsidiary issued Common Stock are held in treasury. The issuance and outstanding. Except for the Top-Up Option and as set forth at Section 3.03(c) sale of all of the Company Disclosure Schedule, there are no options, warrants, pre-emptive rights, restricted stock, restricted stock units, stock appreciation rights, subscriptions, puts, calls, exchange rights or other rights, agreements, arrangements, understandings or commitments of any character relating to the issued or unissued capital stock of, or other equity interests in, the Company or obligating the Company to issue, deliver, transfer, register or sell or cause to be issued, delivered, transferred, registered or sold, any shares of capital stock or Voting Debt of, or other equity interests indescribed in this Section 5.4 have been in compliance in all material respects with federal and state securities laws. The Company has previously delivered to Parent a certified schedule (the “Option Schedule”) accurately setting forth as of the date of this Agreement the names of all holders of options to purchase the Company Common Stock, the Company or securities convertible into or exchangeable for number of shares of each class issuable to each such shares, equity interests or other securities, or obligating the Company to grant, extend or enter into any holder upon exercise of such option, warrant, pre-emptive right, restricted stock, restricted stock unit, stock appreciation right, subscription, put, call, exchange right or other right, agreement, arrangement, understanding or commitmentand the exercise price and vesting schedule with respect to those options. Except as set forth at Section 3.03(a) The Company has no existing agreements to register any securities of the Company Disclosure Schedule, there are no agreements, arrangements, understandings, commitments under the Securities Act or obligations, contingent under any state securities law or otherwise, of the Company to repurchase, redeem, or otherwise acquire any shares of the capital stock of the Company or any capital stock or other equity interests in any Person or to make any investment (in the form of a loan, capital contribution, or otherwise) in any Person. Except as set forth at Section 3.03(a) of the Company Disclosure Schedule, there are no voting trusts, proxies or any other agreements, arrangements, understandings or commitments relating to the voting or disposition of any shares of the Company’s capital stock or granting granted registration rights to any Person person or group of Persons the right to elect, or to designate or nominate for election, a director to the Company Boardentity.

Capitalization of the Company. The entire (i) As of the date hereof, the authorized capital stock of the Company consists of 28,000,000 50,000,000 shares of Company Common Stock. As Stock and 10,000,000 shares of the date of this Agreement, Preferred Stock and (iA) 21,584,878 24,376,556 shares of Company Common Stock are issued and outstanding outstanding, (other than B) 1,313,086 shares of Company Restricted Stock), all of which were duly authorized, validly issued, Preferred Stock are issued and are fully paid and nonassessableoutstanding, (iiC) 2,878,190 options to purchase an aggregate of 10,578,500 shares of Company Common Stock are held in outstanding (the Company’s treasury"OPTIONS"), (iii) a total of 1,369,156 10,578,500 shares of Company Common Stock are reserved for issuance upon the exercise of outstanding Options and 300,000 shares are reserved for future grants under all stock option or other incentive plans or arrangements of the Company (the "COMPANY STOCK PLANS"), and there are no stock appreciation rights or limited stock appreciation rights or other equity-related rights or awards outstanding other than the Options, (ivD) a total of 1,260,267 warrants to purchase 5,758,771 shares of Company Common Stock are outstanding (the "WARRANTS"), and 5,758,771 shares are reserved for issuance upon the exercise of outstanding stock-settled Company SARsthe Warrants, and (vE) a total of 740,999 no shares of Company Common Stock or Preferred Stock are reserved held by the Company's Subsidiaries or in treasury. Except for future grant under the Warrants, the Options and the shares of Preferred Stock outstanding, the Company Stock Planshas no outstanding bonds, debentures, notes or other obligations, instruments or securities entitling the holders thereof 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. Schedule 3.1(d) of the Disclosure Letter sets forth for each Option and Warrant outstanding as of the date hereof, (viI) a total its exercise price, (II) its expiration date, (III) the first date upon which it becomes exercisable, and (IV) the number of 416,846 shares of Company Common Stock are reserved (or other securities) for purchase under which it is exercisable. (ii) Except as set forth on Schedule 3.1(d)(ii), of the ESPPDisclosure Letter, since June 30, 1999 the Company has not (A) issued any shares of its capital stock, (viiB) a total of 74,170 granted any options or warrants to purchase any shares of Company Restricted Stock awards are its capital stock or (C) split, combined or reclassified any shares of its capital stock. All issued and outstanding and (viii) a total of 140,000 target shares of Company Common Stock and Preferred Stock are subject to Company RSUs. All of the outstanding shares of the Company’s capital stock have been, all shares of Company Common Stock which may be issued pursuant to the Top-Up Option will be, when issued in accordance with the terms of this Agreement, and all shares of Company Common Stock which may be issued pursuant to the exercise of outstanding Company Options, outstanding stock-settled Company SARs or outstanding Company RSUs will be, when issued in accordance with the terms of the applicable grant agreement, duly authorized, validly issued, fully paid paid, nonassessable and nonfree of preemptive rights. (iii) Except for the Options, the Warrants, the outstanding shares of Preferred Stock and the rights (the "COMPANY RIGHTS") distributed to holders of Company Common Stock pursuant to the Rights Agreement, dated as of April 1, 1998 (in the form attached as Exhibit 2.1 to the SEC Form 8-assessable A filed by the Company on April 3, 1998), between the Company and not subject to American Stock Transfer & Trust Company (the "RIGHTS AGREEMENT"), and except as set forth in this Section 3.1(d) or issued in violation Schedule 3.1(d) of pre-emptive the Disclosure Letter, there are no other shares of capital stock of the Company, no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, or other similar rights. There is no indebtedness having general voting rights (, agreements or convertible into securities having such rights) (“Voting Debt”) of commitments which obligate the Company or any Company Subsidiary issued and outstanding. Except for the Top-Up Option and as set forth at Section 3.03(c) of the Company Disclosure Scheduleits Subsidiaries to issue, there are no options, warrants, pre-emptive rights, restricted stock, restricted stock units, stock appreciation rights, subscriptions, puts, calls, exchange rights transfer or other rights, agreements, arrangements, understandings or commitments sell any shares of any character relating to the issued or unissued capital stock of, or other equity interests in, the Company or obligating the Company to issue, deliver, transfer, register or sell or cause to be issued, delivered, transferred, registered or sold, any shares of capital stock or Voting Debt of, or other equity interests in, the Company or securities convertible into or exchangeable for such shares, equity interests or other securities, or obligating the Company to grant, extend or enter into any such option, warrant, pre-emptive right, restricted stock, restricted stock unit, stock appreciation right, subscription, put, call, exchange right or other right, agreement, arrangement, understanding or commitmentits Subsidiaries. Except as set forth at Section 3.03(a) in the certificate of designation relating to the Company Disclosure Scheduleoutstanding shares of Preferred Stock, there are no agreements, arrangements, understandings, commitments or obligations, contingent or otherwise, outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any shares of capital stock of the Company and, other than outstanding Options, there are no awards outstanding under any Company Stock Plans or any other outstanding stock-related awards. There are no voting agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party (or, to the knowledge of the Company, to which any two or more shareholders are parties, other than the Voting Agreement) with respect to the voting of capital stock of the Company or any capital stock or other equity interests in any Person or to make any investment (in the form of a loan, capital contribution, or otherwise) in any Person. Except as set forth at Section 3.03(a) of the Company Disclosure Schedule, there are no voting trusts, proxies or any other agreements, arrangements, understandings or commitments relating to the voting 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 Company Boardits Subsidiaries.