Common use of Capitalization of the Company Clause in Contracts

Capitalization of the Company. The Company's entire authorized capital stock consists of 30,000,000 shares, of which 5,000,000 shares are classified as Preferred Stock, par value $0.01 per share, and 25,000,000 shares are classified as Common Stock. As of the date hereof, there are no shares of Preferred Stock issued and outstanding, 14,509,666 shares of Common Stock are issued and outstanding (not including 272,700 shares of Common Stock held in the Company's treasury) and 1,225,634 shares of Common Stock are reserved for issuance in connection with the Company's stock option plans (of which options to purchase 682,875 shares of Common Stock are outstanding (the "Outstanding Options")). Except as set forth above, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, (iii) no options, warrants or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement), and no obligations of the Company or any of the Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of the Subsidiaries or other similar rights (the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's Securities"), and (v) no outstanding obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity.

Capitalization of the Company. The Company's entire authorized capital stock of the Company consists of 1,200,000,000 Shares and 30,000,000 shares, shares of which 5,000,000 shares are classified as Preferred Stockpreferred stock, par value $0.01 1.00 per share, and 25,000,000 share (of which 6,000,000 shares are classified as Common designated Series A Junior Participating Preferred Stock and 191,062 are designated Series B Preferred Stock). As of the date hereofclose of business on November 27, 1998, there are were outstanding 779,934,096 Shares, no shares of Series A Junior Participating Preferred Stock issued and outstanding, 14,509,666 shares (all of Common Stock are issued and outstanding (not including 272,700 shares of Common Stock held in the Company's treasury) and 1,225,634 shares of Common Stock which are reserved for issuance in connection accordance with the Company's Rights Agreement (the "Company Rights Agreement"), dated as of December 15, 1995, between the Company and Mellon Bank, N.A., as Rights Agent, pursuant to which the Company has issued rights ("Company Rights") to purchase the Series A Junior Participating Preferred Stock) and 165,791.77 shares of Series B Preferred Stock, and employee stock option plans options to purchase an aggregate of 31,337,561 Shares (of which options to purchase 682,875 an aggregate of 19,313,161 Shares were exercisable) and Company Awards (other than outstanding restricted stock) with respect to an aggregate of 1,257,513.9444 Shares. All outstanding shares of Common Stock capital stock of the Company have been duly authorized and validly issued and are outstanding (the "Outstanding Options"))fully paid and nonassessable. Except as set forth abovein this Section and except for changes since the close of business on November 27, 1998 resulting from the exercise of employee stock options outstanding on such date or options or stock-based awards granted as permitted by Section 5.01, there are outstanding (ia) no shares of capital stock or other voting securities of the Company, (iib) except for the Series B Preferred Stock, no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, and (iiic) except for the Series B Preferred Stock, and except for the Option Agreement, no options, warrants or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement)Company, and no obligations preemptive or similar rights, subscription or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of the Company, obligating the Company or any of the Subsidiaries to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (iv) no equity equivalents, interests in the ownership Company or earnings of obligating the Company to grant, extend or enter into any of the Subsidiaries such option, warrant, subscription or other similar rights right, convertible security, agreement, arrangement or commitment (the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed items in clauses (i3.05(a), 3.05(b) through (ivand 3.05(c) being referred to collectively as the "Corporation's Company Securities"). Except for the Series B Preferred Stock, and (v) there are no outstanding obligations of the Company or any of the its Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Securities or to make any investment (by loan, capital contribution or otherwise) in any other entityCompany Securities.

Capitalization of the Company. (a) The Company's entire authorized capital stock consists of 30,000,000 shares, of which 5,000,000 shares are classified the Company as Preferred Stock, par value $0.01 per share, and 25,000,000 shares are classified as Common Stock. As of the date hereof, there are no consists solely of 80,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, of which 800,000 shares of preferred stock have been designated Series A Junior Participating Preferred Stock issued and outstandingStock. As of November 30, 14,509,666 2001, (i) 18,495,990 shares of Common Stock are issued and outstanding and (not including 272,700 shares of Common Stock held in the Company's treasuryii) and 1,225,634 2,912,434 shares of Common Stock are reserved for issuance in connection with upon exercise of Options (whether vested or unvested as of the Company's date hereof). Since November 30, 2001, the Company has not issued any capital stock option plans (except pursuant to the exercise of which options Options other than pursuant to this Agreement. Schedule 4.2 contains ------------ the aggregate number of outstanding Options to purchase 682,875 shares of Common Stock, the weighted average exercise price with respect to such Options and the plan or other arrangements pursuant to which such options were issued. All outstanding shares of Common Stock have been validly issued and are outstanding 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 any been issued in violation of, any preemptive or similar rights. (the "Outstanding Options")). b) Except as set forth aboveabove in paragraph (a) of this Section 4.2, as contemplated by this Agreement and as set forth on Schedule 4.2 hereof, there ------------ are outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, ; (iii) no subscriptions, options, warrants warrants, calls, commitments, preemptive rights or other rights of any kind to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement)Company, and no obligations obligation of the Company to issue or sell, any shares of capital stock or other voting securities of the Company or any securities of the Subsidiaries to issue, any capital stock, voting securities or securities Company convertible into or exchangeable for such capital stock or voting securities of the Company, 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 of the Company or any of the Subsidiaries or other similar rights (of or with respect to the shares of capital stockCompany. Except as set forth on Schedule 4.2 and as set forth in this Agreement, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's Securities"), and (v) there are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any shares of Common Stock or any other securities of the Corporation's Securities type described in clauses (i)-(iv) of the preceding sentence. Except as provided in this Agreement, there are no restrictions upon the voting or transfer of any share of the capital stock or other voting securities of the Company pursuant to make the Certificate of Incorporation, the Bylaws or other governing documents or any investment agreement or other instrument to which the Company is a party or by which the Company is bound other than restricted stock held by certain employees. Consummation of the transactions contemplated by this Agreement will not result in the acceleration of vesting of more than 326,500 Options in the aggregate. (by loanc) The Company has amended the Rights Plan and taken such other action so as to ensure that the Purchasers shall not become Acquiring Persons (as defined in the Rights Plan) as a result of the execution and delivery of this Agreement or the acquisition of beneficial or record ownership of the Bridge Preferred Shares or the Conversion Shares. The Company has provided to the Purchasers a true and correct copy of the Rights Plan, capital contribution or otherwiseas amended to date. (d) The Company has taken any and all action necessary to amend the Rights Plan and the Rights Plan has been amended in any other entityaccordance with Exhibit I hereto.

Capitalization of the Company. (a) The Company's entire authorized capital stock consists of 30,000,000 29,500,000 shares, of which 5,000,000 28,500,000 shares are classified as Company Common Stock, and 1,000,000 of which are classified as Preferred Stock, no par value $0.01 per share, and 25,000,000 shares are classified as Common (the "Preferred Stock"). As of the date hereof, there are no shares of Preferred Stock issued and outstanding, 14,509,666 7,994,402 shares of Company Common Stock are issued and outstanding (not including 272,700 and 1,811,721 shares of Common Stock held in the Company's treasury) and 1,225,634 shares of Common Stock are reserved for issuance in connection with the Company's stock option plans (of which options to purchase 682,875 315,825, 1,006,375 and 56,250 shares of Common Stock are outstanding under the Company's 1983 Stock Option Plan, 1992 Stock Plan and the Director Warrant Plan, respectively (the "Company Outstanding Options")). Except as set forth aboveabove or as contemplated in connection with the Financing (as defined herein) or by Annex B hereto, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of the Company Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, (iii) no options, warrants or other rights to acquire from the Company or any of the Company Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement), and no obligations of the Company or any of the Company Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of the Company Subsidiaries or other similar rights (with the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's Securities"), and (v) no outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity. The Company Disclosure Statement sets forth a list of all Company Outstanding Options and which such options are currently vested. (b) All of the outstanding capital stock of, or other ownership interests in, each of the Company Subsidiaries, is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote 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 encumbrance of any kind in respect of such asset. There are no securities of the Company or any of the Company Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of the Company Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of, any capital stock or other ownership interests in, or any other securities of, any of the Company Subsidiaries. There are no outstanding contractual obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company.

Capitalization of the Company. The Company's entire (a) On the Closing Date, the authorized capital stock consists of 30,000,000 sharesthe Company will consist of 50,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, $.01 par value, 1,500,000 of which 5,000,000 shares are classified designated as Series A Preferred Stock, par value $0.01 per share, and 25,000,000 shares are classified as Common Stock. As of the date hereof, there are no shares of Preferred Stock issued but prior to giving effect to the Enron Transactions and outstanding, 14,509,666 the Financing Transaction (i) 17,028,175 shares of Common Stock are issued outstanding and outstanding (not including 272,700 no shares of Common Stock held in the Company's treasurypreferred stock are outstanding and (ii) and 1,225,634 1,426,500 shares of Common Stock are reserved for issuance in connection with the Company's upon exercise of outstanding employee, officer and director stock option plans (of which options to purchase 682,875 and 8,212,476 shares of Common Stock are reserved for issuance upon exercise of outstanding warrants or conversion rights. All outstanding shares of capital stock of the Company have been validly 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. On the Closing Date, the rights, preferences, privileges and restrictions of the Shares will be as stated in the Certificate of Designations. (the "Outstanding Options")). b) Except as set forth aboveabove in subparagraph (a) of this Section 3.2, there are outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, ; (iii) no options, warrants options or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement)Company, and no obligations obligation of the Company to issue or sell, any shares of capital stock or other voting securities of the Company or any securities of the Subsidiaries to issue, any capital stock, voting securities or securities Company convertible into or exchangeable for such capital stock or voting securities of the Company, securities; and (iv) no equity equivalents, interests in the ownership or earnings earnings, or other similar rights of or with respect to the Company. (c) Neither the execution of this Agreement nor the performance of the Company's obligations hereunder, nor the consummation of any other transaction currently contemplated by the Company or any of its Subsidiaries, including the Subsidiaries Financing Transaction (as hereinafter defined) and the Enron Transaction (as hereinafter defined), will trigger or cause any adjustment under any anti-dilution provisions or any other similar rights (provisions contained in any agreement as currently in effect that have the shares effect of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through causing a decrease in any exercise price or conversion price in any security exercisable for or convertible into shares of Common Stock (iv) referred to collectively as the a "Corporation's SecuritiesCommon Stock Equivalent"), and or (vii) no outstanding obligations causing an increase in the number of the Company shares of Common Stock that may be acquired upon conversion or any exercise of the Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Securities or to make any investment (by loan, capital contribution or otherwise) in any other entitya Common Stock Equivalent.

Capitalization of the Company. The Company's entire (a) On the Closing Date, the authorized capital stock consists of 30,000,000 sharesthe Company will consist of 50,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, $.01 par value, 2,250,000 of which 5,000,000 shares are classified designated as Series A Preferred Stock, par value $0.01 per share, Stock and 25,000,000 shares 1,000,000 of which are classified designated as Common Series B Preferred Stock. As of the date hereof, there are no shares of Preferred Stock issued and outstanding, 14,509,666 (i) 16,302,857 shares of Common Stock are issued outstanding and outstanding (not including 272,700 1,730,238 shares of Common Stock held in the Company's treasurypreferred stock are outstanding and (ii) and 1,225,634 1,852,235 shares of Common Stock are reserved for issuance in connection with the Company's upon exercise of outstanding employee, officer and director stock option plans (of which options to purchase 682,875 and 16,990,503 shares of Common Stock are reserved for issuance upon exercise of outstanding warrants or conversion rights. All outstanding shares of capital stock of the Company have been validly 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. On the Closing Date, the rights, preferences, privileges and restrictions of the Shares will be as stated in the Certificate of Designations. (the "Outstanding Options")). b) Except as set forth aboveabove in subparagraph (a) of this Section 3.2, there are outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, ; (iii) no options, warrants options or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement)Company, and no obligations obligation of the Company to issue or sell, any shares of capital stock or other voting securities of the Company or any securities of the Subsidiaries to issue, any capital stock, voting securities or securities Company convertible into or exchangeable for such capital stock or voting securities of the Company, securities; and (iv) no equity equivalents, interests in the ownership or earnings earnings, or other similar rights of or with respect to the Company. (c) Neither the execution of this Agreement nor the performance of the Company's obligations hereunder, nor the consummation of any other transaction currently contemplated by the Company or any of the Subsidiaries its Subsidiaries, will trigger or cause any adjustment under any anti-dilution provisions or any other similar rights (provisions contained in any agreement as currently in effect that have the shares effect of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through causing a decrease in any exercise price or conversion price in any security exercisable for or convertible into shares of Common Stock (iv) referred to collectively as the a "Corporation's SecuritiesCommon Stock Equivalent"), and or (vii) no outstanding obligations causing an increase in the number of the Company shares of Common Stock that may be acquired upon conversion or any exercise of the Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Securities or to make any investment (by loan, capital contribution or otherwise) in any other entitya Common Stock Equivalent.

Capitalization of the Company. (a) The Company's ’s entire authorized share capital stock consists of 30,000,000 28,000,000 shares, of which 5,000,000 shares are classified as Preferred Stockpreference shares, par value $0.01 U.S.$1.00 per share, and 25,000,000 23,000,000 shares are classified as Common Stockordinary shares par value U.S.$1.00 per share. As of the date hereof, there are no preference shares of Preferred Stock issued and outstanding, 14,509,666 8,027,809 ordinary shares of Common Stock are issued and outstanding (not including 272,700 1,409,691 ordinary shares of Common Stock held in the Company's treasuryas treasury shares) and 1,225,634 252,140 ordinary shares of Common Stock are reserved for issuance in connection with the Company's ’s stock option plans (of which options to purchase 682,875 554,160 ordinary shares of Common Stock are outstanding (the "“Outstanding Options"”)). Except as set forth above, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, (iii) no options, warrants or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders members rights plan or similar arrangement), and no obligations of the Company or any of the Subsidiaries to issue, any capital stockshares, voting securities or securities convertible into or exchangeable for capital stock shares or voting securities of the Company, (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of the Subsidiaries or other similar rights (the shares of capital stockshares, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's “Company’s Securities"”), and (v) no outstanding obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Company’s Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity. (b) All of the outstanding shares of, or other ownership interests in, each of the Subsidiaries, is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote 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 encumbrance of any kind in respect of such asset. There are no securities of the Company or any of the Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of the Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any shares or other ownership interests in, or any other securities of, any of the Subsidiaries. There are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of shares or other ownership interests in any Subsidiary.

Capitalization of the Company. The Company's entire (a) On the Closing Date, the authorized capital stock consists of 30,000,000 sharesthe Company will consist of 50,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, $.01 par value, 2,250,000 of which 5,000,000 shares are classified designated as Series A Preferred Stock, par value $0.01 per share, and 25,000,000 shares are classified as Common Stock. As of the date hereof, there are no shares of Preferred Stock issued and outstanding, 14,509,666 (i) 15,979,544 shares of Common Stock are issued outstanding and outstanding (not including 272,700 1,013,334 shares of Common Stock held in the Company's treasurypreferred stock are outstanding and (ii) and 1,225,634 1,393,920 shares of Common Stock are reserved for issuance in connection with the Company's upon exercise of outstanding employee, officer and director stock option plans (of which options to purchase 682,875 and 15,129,143 shares of Common Stock are reserved for issuance upon exercise of outstanding warrants or conversion rights. All outstanding shares of capital stock of the Company have been validly 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. On the Closing Date, the rights, preferences, privileges and restrictions of the Shares will be as stated in the Certificate of Designations. (the "Outstanding Options")). b) Except as set forth aboveabove in subparagraph (a) of this Section 3.2, there are outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, ; (iii) no options, warrants options or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement)Company, and no obligations obligation of the Company to issue or sell, any shares of capital stock or other voting securities of the Company or any securities of the Subsidiaries to issue, any capital stock, voting securities or securities Company convertible into or exchangeable for such capital stock or voting securities of the Company, securities; and (iv) no equity equivalents, interests in the ownership or earnings earnings, or other similar rights of or with respect to the Company. (c) Neither the execution of this Agreement nor the performance of the Company's obligations hereunder, nor the consummation of any other transaction currently contemplated by the Company or any of the Subsidiaries its Subsidiaries, will trigger or cause any adjustment under any anti-dilution provisions or any other similar rights (provisions contained in any agreement as currently in effect that have the shares effect of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through causing a decrease in any exercise price or conversion price in any security exercisable for or convertible into shares of Common Stock (iv) referred to collectively as the a "Corporation's SecuritiesCommon Stock Equivalent"), and or (vii) no outstanding obligations causing an increase in the number of the Company shares of Common Stock that may be acquired upon conversion or any exercise of the Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Securities or to make any investment (by loan, capital contribution or otherwise) in any other entitya Common Stock Equivalent.

Capitalization of the Company. (a) The Company's entire authorized capital stock of the Company consists of: (i) 50,000,000 shares of 30,000,000 shares, of which Common Stock and (ii) 5,000,000 shares are classified as of Preferred Stock, par value $0.01 per share, (A) 141,450 shares of which are designated as shares of Series A Preferred Stock and 25,000,000 (B) 180,000 shares of which are classified designated as Common shares of Series B Preferred Stock. As of the date hereofNovember 1 2004, there are (i) 11,609,099 shares of Common Stock were issued and outstanding and 1,360,573 shares were held in treasury and (ii) no shares of Preferred Stock were issued and outstandingoutstanding or held in treasury. All of the outstanding shares of Common Stock have been validly issued, 14,509,666 and are fully paid, nonassessable and free of preemptive rights. Except as set forth in Section 2.9(a) of the Company Disclosure Schedule, no shares of Common Stock are issued and outstanding (not including 272,700 subject to issuance pursuant to the Company Stock Plans. Other than as contemplated in this Agreement, since November 1, 2004 no shares of Common capital stock of the Company have been issued other than pursuant to the exercise of Stock held in Options set forth on the Company's treasury) Award List, and 1,225,634 shares of Common no Stock are reserved for issuance in connection with the Company's stock option plans (of which options to purchase 682,875 shares of Common Stock are outstanding (the "Outstanding Options"))Options or Restricted Shares have been granted. Except as set forth aboveabove or in the next succeeding sentence, there are no outstanding (i) no shares of capital stock (including Restricted Shares) or other voting securities of the Company, (ii) no securities of the Company or any of the its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, (iii) no options, warrants options or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued its Subsidiaries, or issuable under a shareholders rights plan or similar arrangement), and no obligations of the Company or any of the its Subsidiaries to issueissue or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, or (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of the Subsidiaries or other similar rights (the shares of capital stockcollectively, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's Company Securities"). Each share of Common Stock carries with it an associated share purchase right (collectively, the "Company Rights") issued pursuant to the Rights Agreement between the Company and KeyCorp. Shareholder Services, Inc. as Rights Agent, dated as of March 27, 1997 (v) as heretofore amended, the "Company Rights Agreement"), which entitles the holder thereof to purchase, on the occurrence of certain events, shares of Series B Preferred Stock or Common Stock. Other than as contemplated by this Agreement, there are no outstanding obligations of the Company or any of the its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. (b) The shares of Common Stock constitute the only class of equity securities of the Corporation's Securities Company or any of its Subsidiaries registered or required to make be registered under the Exchange Act. No Subsidiary of the Company owns any investment (by loan, capital contribution or otherwise) in any other entityCompany Securities.

Capitalization of the Company. (a) The Company's entire authorized capital stock consists of 30,000,000 shares, of which 5,000,000 shares are classified the Company as Preferred Stock, par value $0.01 per share, and 25,000,000 shares are classified as Common Stock. As of the date hereof, there are no shares consists of Preferred Stock issued and outstanding, 14,509,666 100,000,000 shares of Common Stock are issued and outstanding (not including 272,700 180,000 shares of preferred stock, of which 24,000 shares have been designated Convertible Exchangeable Preferred Stock. As of August 23, 1996, 36,540,675 shares of Common Stock held in the Company's treasury) and 1,225,634 24,000 shares of Convertible Exchangeable Preferred Stock are outstanding (represented by 2,400,000 publicly traded depository shares). As of August 23, 1996, 6,548,700 shares of Common Stock are reserved for issuance in connection with the Company's upon exercise of outstanding employee stock option plans (of which options to purchase 682,875 and 10,273,920 shares of Common Stock are reserved for issuance upon conversion of the Convertible Exchangeable Preferred Stock. Schedule 4.2 contains the aggregate number of outstanding -------- options to purchase shares of Common Stock, the weighted average exercise price with respect to such options and the plan or other arrangements pursuant to which such options were issued. All outstanding shares of capital stock of the Company have been validly 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, any preemptive or similar rights. (the "Outstanding Options")). b) Except as set forth aboveabove in paragraph (a) of this Section 4.2, as contemplated by this Agreement and as set forth on Schedule 4.2 hereof, ------------ there are outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, ; (iii) no subscriptions, options, warrants warrants, calls, commitments, preemptive rights or other rights of any kind to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement)Company, and no obligations obligation of the Company to issue or sell, any shares of capital stock or other voting securities of the Company or any securities of the Subsidiaries to issue, any capital stock, voting securities or securities Company convertible into or exchangeable for such capital stock or voting securities of the Company, 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 of the Company or any of the Subsidiaries or other similar rights (of or with respect to the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's Securities"), and (v) Company. There are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any shares of Common Stock or any other securities of the Corporation's Securities 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 voting securities of the Company pursuant to make the Certificate of Incorporation, the Bylaws or other governing documents or any investment agreement or other instrument to which the Company is a party or by which the Company is bound other than restricted stock held by certain employees. Schedule 4.2 contains a true and correct list of all persons ------------ holding restricted stock (as defined under any plan or arrangement pursuant to which it was issued), the number of shares of restricted stock held by loan, capital contribution such persons and the document or otherwise) in any other entitydocuments which describe such restrictions.

Capitalization of the Company. (a) The Company's entire authorized capital stock of the Company consists of 30,000,000 shares, (i) 50,000,000 shares of which 5,000,000 shares are classified as Preferred Stockcommon stock, par value $0.01 .01 per share, of which 7,037,242 shares were issued and 25,000,000 shares are classified as Common Stock. As outstanding prior to the purchase of the date hereofPurchased Shares and consummation of the Other Equity Transactions, there are no (ii) 10,000,000 shares of Preferred Stock issued non-voting common stock, par value $.01 per share, issuable in series, of which 2,000,000 shares have been designated “Series A Stock”, and outstandingof which, 14,509,666 prior to consummation of the Other Equity Transactions, 1,151,176 shares were issued, outstanding and convertible into a like number of shares of Common Stock on the terms provided in the Company’s articles of incorporation, as amended and (iii) 10,000,000 shares of preferred stock, par value $5.00 per share, issuable in series, of which 13,347 shares of Senior Non-Cumulative Perpetual Preferred Stock, Series D (the “Series D Stock”) are issued and outstanding. There are outstanding (not including 272,700 options to purchase 549,900 shares of Common Stock held in pursuant to the Company's treasury) Company 2010 Equity Compensation Plan and 1,225,634 outstanding warrants to purchase 60,657 shares of Common Stock are reserved for issuance in connection with Stock. (b) All of the Company's stock option plans (of which options to purchase 682,875 outstanding shares of Common Stock, Series A Stock and Series D Stock have been duly authorized and validly issued and are outstanding fully paid and nonassessable under the Virginia Stock Corporation Act. (the "Outstanding Options")). Except as set forth above, there c) There are outstanding (i) no other shares of capital stock or other voting securities of the Company, (ii) no equity securities of the Company outstanding and no other outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any of the Subsidiaries character whatsoever relating to, or securities or rights convertible into or exchangeable for for, shares of capital stock or other voting securities equity security of the Company, (iii) no or contracts, commitments, understandings, or arrangements by which the Company was or may become bound to issue additional shares of its capital stock or other equity security or options, warrants or other warrants, scrip, rights to acquire from the Company purchase or any of the Subsidiaries (including any rights issued acquire, or issuable under a shareholders rights plan or similar arrangement), and no obligations of the Company or any of the Subsidiaries to issue, any capital stock, voting securities or securities rights convertible into or exchangeable for for, any additional shares of its capital stock or voting other equity security. There are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Company, (iv) no equity equivalents, interests Purchased Shares or the other shares of capital stock in the ownership or earnings Other Equity Transactions. (d) Immediately following the closing of the transaction contemplated hereby and the Other Equity Transactions, the authorized capital stock of the Company or any will consist of the Subsidiaries or other similar rights (the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through 50,000,000 shares of common stock, par value $.01 per share, of which 7,747,795 shares will be issued and outstanding, (ivii) referred to collectively 10,000,000 shares of non-voting common stock, par value $.01 per share, issuable in series, of which 2,000,000 shares have been designated Series A Stock, and of which 1,817,842 shares will be issued, outstanding and convertible into a like number of shares of Common Stock on the terms provided in the Company’s articles of incorporation, as the "Corporation's Securities")amended, and (viii) no outstanding obligations 10,000,000 shares of preferred stock, par value $5.00 per share, issuable in series, of which 13,347 shares of Senior Non-Cumulative Perpetual Preferred Stock, Series D Stock will be issued and outstanding. Immediately following the closing of the transaction contemplated hereby and the Other Equity Transactions, there will be outstanding options to purchase 549,900 shares of Common Stock pursuant to the Company or any 2010 Equity Compensation Plan, as amended, and outstanding warrants to purchase 60,657 shares of the Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity.Common Stock. #4770665.4

Capitalization of the Company. (a) The Company's entire authorized capital stock of the Company consists of 30,000,000 shares(i) 50,000,000 shares of Company Common Stock, of which 5,000,000 7,179,429 shares are classified as Preferred Stock, par value $0.01 per share, currently issued and 25,000,000 shares are classified as Common Stock. As of the date hereof, there are no outstanding and (ii) 15,000,000 shares of preferred stock, $.001 par value, of which 3,250 Preferred Stock Shares are currently issued and outstanding, 14,509,666 . All outstanding shares of Common Stock capital stock of the Company have been validly issued, and are issued fully paid, nonassessable and free of preemptive rights. Set forth in SCHEDULE 4.2(A) are all outstanding (not including 272,700 shares options, warrants, or other rights to purchase capital stock of Common Stock held in the Company from the Company's treasury) and 1,225,634 shares of Common Stock are reserved for issuance in connection with the Company's stock option plans (of which options to purchase 682,875 shares of Common Stock are outstanding (the "Outstanding Options")). Except as set forth aboveabove or in SCHEDULE 4.2(A), there are outstanding (iA) no shares of capital stock or other voting securities of the Company, (iiB) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, (iiiC) no options, warrants subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement)Company, and no obligations obligation of the Company or any of the Subsidiaries to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (ivD) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or any of the Subsidiaries or other similar rights issued by the Company (the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed items referred to in clauses (A)-(D) are referred to herein as "COMPANY SECURITIES"). Except as set forth on SCHEDULE 4.2(A) hereto, (i) through (iv) referred to collectively as the "Corporation's Securities"), and (v) there are no outstanding obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, (ii) no agreement or other document grants or imposes on any shares of the Corporation's Securities Company Common Stock any right, preference, privilege or restriction with respect to make the transactions contemplated hereby (including without limitation any investment rights of first refusal), other than the right to dissent from the Merger as provided in Section 2.1(e) above and (by loaniii) there are no bonds, capital contribution debentures, notes or otherwiseother indebtedness having general voting rights (or convertible into securities having such rights) of the Company issued and outstanding. (b) The Company has no subsidiaries. Except for portfolio securities with an aggregate fair market value not in any other entity.excess of $50,000, the Company has not made, directly

Capitalization of the Company. The (a) Prior to the filing of the Amended Memorandum and Articles the Company's ’s entire authorized share capital stock consists of 30,000,000 Class A common shares, of which 5,000,000 shares are classified as Preferred Stock, par value $0.01 U.S.$0.01 per share, 2 Class C common shares, par value U.S.$1.00 per share, 7 Class F common shares, par value U.S.$1.00 per share, 1 Class H common share, par value U.S.$1.00 per share and 25,000,000 15,000,000 shares are classified as Common Stockof series A convertible preferred shares, par value U.S.$1.00 per share. As of the date hereof, there are no 21,808,290 Class A common shares of Preferred Stock issued and outstanding, 14,509,666 2 Class C common shares of Common Stock are issued and outstanding, 7 Class F common shares issued and outstanding, 1 Class H common share issued and outstanding (not including 272,700 and no series A convertible preferred shares issued and outstanding. As of Common Stock held in the Company's treasury) and 1,225,634 date hereof, 512,677 Class A common shares of Common Stock are reserved for issuance in connection with the Company's ’s stock option plans (of which options to purchase 682,875 512,677 shares of Common Stock are outstanding (each an “Outstanding Option” and collectively, the "“Outstanding Options")”). Except as set forth aboveabove or on Schedule 2.4 hereto, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, (iii) no options, warrants or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders members rights plan or similar arrangement), and no obligations of the Company or any of the Subsidiaries to issue, any capital stockshares, voting securities or securities convertible into or exchangeable for capital stock shares or voting securities of the Company, (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of the Subsidiaries or other similar rights (the shares of capital stockshares, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's “Company’s Securities"”), and (v) no outstanding obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Company’s Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity. (b) Except as set forth in Section 2.4(b) of the Disclosure Schedule, all of the outstanding shares of, or other ownership interests in, each of the Subsidiaries, is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote 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 encumbrance of any kind in respect of such asset. Except as set forth in Section 2.4(b) of the Disclosure Schedule, there are no securities of the Company or any of the Subsidiaries convertible into or exchangeable for, options or other rights to acquire from the Company or any of the Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any shares or other ownership interests in, or any other securities of, any of the Subsidiaries. Except as set forth in Section 2.4(b) of the Disclosure Schedule, there are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of shares or other ownership interests in any Subsidiary.

Capitalization of the Company. (a) The Company's entire authorized capital stock of the Company consists of 30,000,000 shares(i) 22,500,000 shares of Common Stock, of which 5,000,000 which, as of the date hereof no more than 11,025,547 shares are classified as outstanding and no shares are held in the Company's treasury, and (ii) 10,000,000 shares of Preferred Stock, par value $0.01 .01 per share, and 25,000,000 of which, as of the date hereof, no shares are classified as Common Stockoutstanding. All outstanding shares of capital stock of the Company have been validly 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, there are no shares of Preferred Stock issued and outstanding, 14,509,666 shares of Common Stock are issued and outstanding (not including 272,700 shares of Common Stock held in the Company's treasury) and 1,225,634 1,000,000 shares of Common Stock are reserved for issuance in connection with upon exercise of options granted pursuant to the Company's stock option plans (1997 Crescent Operating, Inc. Amended Stock Incentive Plan adopted by the Board of which options to purchase 682,875 Directors of the Company on May 8, 1997. As of the date hereof, 225,000 shares of Common Series A Junior Preferred Stock are outstanding reserved for issuance upon exercise of Preferred Share Purchase Rights pursuant to the Preferred Share Purchase Rights Agreement adopted by the Board of Directors of the Company on June 3, 1997. (the "Outstanding Options")). b) Except as set forth aboveabove in subparagraph (a) of this Section 3.2 and as contemplated by this Agreement, there are outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, ; (iii) no options, warrants options or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement)Company, and no obligations obligation of the Company to issue or sell, any shares of capital stock or other voting securities of the Company or any securities of the Subsidiaries to issue, any capital stock, voting securities or securities Company convertible into or exchangeable for such capital stock or voting securities of the Company, 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 of the Company or any of the Subsidiaries earnings, or other similar rights (of or with respect to the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's Securities"), and (v) Company. There are no outstanding obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity.contractual

Capitalization of the Company. The Company's entire (a) As of January 29, 1997, the authorized capital stock consists of 30,000,000 shares, of which 5,000,000 shares are classified as Preferred Stock, par value $0.01 per share, and 25,000,000 shares are classified as Common Stock. As of the date hereof, there are no shares Company consisted of Preferred Stock issued and outstanding, 14,509,666 (i) 80,000,000 shares of Common Stock are issued Stock, of which, as of that date, 28,686,091 shares were outstanding and outstanding (not including 272,700 4,423,740 shares of Common Stock were held in the Company's treasury, and (ii) 10,000,000 shares of Preferred Stock, without par value, of which, as of that date, no shares are outstanding. All outstanding shares of capital stock of the Company have been validly issued and 1,225,634 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 January 29, 1997, (i) an aggregate of 4,369,752 shares of Common Stock are were reserved for issuance in connection with the Company's pursuant to stock option plans options granted to certain directors, officers, and employees; (ii) an aggregate of which options to purchase 682,875 2,168,661 shares of Common Stock are were reserved for issuance and issuable upon the exercise of outstanding warrants; (iii) certain shares of Common Stock were reserved for issuance upon the "Outstanding Options")). exercise of certain purchase rights which become exercisable pursuant to the terms of the Rights Agreement; and (iv) an aggregate of 2,831,739 shares of Common stock were reserved for issuance and issuable under the Exchange Agreement. (b) Except as set forth aboveabove in subparagraph (a) of this Section 3.2 and as contemplated by this Agreement, there are outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, ; (iii) no options, warrants options or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement)Company, and no obligations obligation of the Company to issue or sell, any shares of capital stock or other voting securities of the Company or any securities of the Subsidiaries to issue, any capital stock, voting securities or securities Company convertible into or exchangeable for such capital stock or voting securities of the Company, 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 of the Company or any of the Subsidiaries earnings, or other similar rights (of or with respect to the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's Securities"), and (v) Company. There are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any shares of Common Stock or any other securities of the Corporation's Securities or to make any investment type described in clauses (by loan, capital contribution or otherwisei)-(iv) in any other entityof the preceding sentence.

Capitalization of the Company. (a) The Company's entire authorized capital stock consists of 30,000,000 70,000,000 shares, of which 65,000,000 shares are classified as Common Stock, par value $.01 per share (the "Company Common Stock"), and 5,000,000 shares of which are classified as Preferred Stock, par value $0.01 .10 per share, and 25,000,000 shares are classified as Common Stock. As of the date hereof, there are no shares of Preferred Stock issued and outstanding, 14,509,666 36,239,254 shares of Company Common Stock are issued and outstanding (not including 272,700 697,556 shares of Company Common Stock held in the Company's treasury) and 1,225,634 ), 5,197,787 shares of Common Stock are reserved for issuance in connection with the Company's stock option plans (of which options to purchase 682,875 3,113,013 shares of Common Stock are outstanding (the "Outstanding Options")); and 2,300,000 shares reserved for issuance upon conversion of the Company's 6 1/2% Convertible Debentures (the "Debentures") outstanding on the date hereof (the "Outstanding Debentures"). Except as set forth aboveabove or in the Company Disclosure Schedule, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of the Company Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, (iii) no options, warrants or other rights to acquire from the Company or any of the Company Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement), and no obligations of the Company or any of the Company Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of the Company Subsidiaries or other similar rights (with the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's Securities"), and (v) no outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity. The Company Disclosure Statement sets forth a list of all Outstanding Options, including the shares of each holder thereof, which such options are currently vested and which such options will vest as a result of the Merger. (b) All of the outstanding capital stock of, or other ownership interests in, each of the Company Subsidiaries, is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of the Company or any of the Company Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of the Company Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any of the Company Subsidiaries. There are no outstanding contractual obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. (c) All issued and outstanding shares of the capital stock of the Company or any of the Company Subsidiaries have been duly and validly issued and are fully paid and non-assessable, free of any preemptive rights. The Outstanding Options and the Outstanding Debentures have been duly and validly issued and are in full force and effect. As of the date hereof, there are $56,994,000 principal amount of Outstanding Debentures; and $500,000 principal amount of Debentures have heretofore been repurchased by the Company.

Capitalization of the Company. (a) The authorized [capital stock] of the Company consists of (i) ___________ shares of Common Stock, of which, as of the date hereof ___________ shares are outstanding and ___________ shares are held in the Company's entire authorized capital stock consists treasury, and (ii) 10,000,000 shares of 30,000,000 shares, of which 5,000,000 shares are classified as Preferred Stock, without par value $0.01 per sharevalue, of which, as of the date hereof, no shares are outstanding. All outstanding shares of capital stock of the Company have been validly issued and are fully paid and nonassessable, and 25,000,000 no shares of capital stock of the Company are classified as Common Stocksubject to, nor have any been issued in violation of, preemptive or similar rights. As of the date hereof, there are no shares of Preferred Stock issued and outstanding, 14,509,666 shares of Common Stock are issued and outstanding (not including 272,700 shares of Common Stock held in the Company's treasury) and 1,225,634 shares of Common Stock are reserved for issuance in connection with the Company's stock option plans issuance. (of which options to purchase 682,875 shares of Common Stock are outstanding (the "Outstanding Options")). b) Except as set forth aboveabove in subparagraph (a) of this Section 3.2 and as contemplated by this Agreement, there are outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, ; (iii) no options, warrants options or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement)Company, and no obligations obligation of the Company to issue or sell, any shares of capital stock or other voting securities of the Company or any securities of the Subsidiaries to issue, any capital stock, voting securities or securities Company convertible into or exchangeable for such capital stock or voting securities of the Company, 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 of the Company or any of the Subsidiaries earnings, or other similar rights (of or with respect to the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's Securities"), and (v) Company. There are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any shares of Common Stock or any other securities of the Corporation's Securities or to make any investment type described in clauses (by loan, capital contribution or otherwisei)-(iv) in any other entityof the preceding sentence.

Capitalization of the Company. The Company's entire authorized capital stock of the Company consists of 30,000,000 shares__________ shares of Common Stock, of which 5,000,000 shares are classified which, as Preferred Stock, par value $0.01 per share, and 25,000,000 shares are classified as Common Stock. As of the date hereof, there to the best of Sellers' knowledge, 100,000 shares are outstanding and no shares of Preferred Stock issued and outstanding, 14,509,666 shares of Common Stock are issued and outstanding (not including 272,700 shares of Common Stock held in the Company's treasury) and 1,225,634 . All outstanding shares of Common Stock capital stock of the Company have been validly issued and are reserved for issuance in connection with the Company's stock option plans (of which options to purchase 682,875 fully paid and nonassessable, and no shares of Common Stock capital stock of the Company are outstanding (the "Outstanding Options"))subject to, nor have any been issued in violation of, preemptive or similar rights. Except as set forth aboveabove in this Section, there are (and as of the Closing Date there will be) outstanding (i) no shares of capital stock or other voting securities of the CompanyCompany other than those shares issued to the parties set forth on Exhibit B, (ii) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the CompanyCompany other than the Note, (iii) no options, warrants options or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement)Company, and no obligations obligation of the Company to issue or sell, any shares of capital stock or other voting securities of the Company or any securities of the Subsidiaries to issue, any capital stock, voting securities or securities Company convertible into or exchangeable for such capital stock or voting securities of the Companysecurities, and (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of the Subsidiaries earnings, or other similar rights of or with respect to the Company. There are (and as of the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's Securities"), and (vClosing Date there will be) no outstanding obligations of the Company or any of the Subsidiaries to repurchase, redeem redeem, or otherwise acquire any of the Corporationforegoing shares, securities, options, equity equivalents, interests, or rights. No Seller is a party to, or is aware of, any voting agreement, voting trust, or similar agreement or arrangement relating to any class or series of the Company's Securities or to make any investment (by loan, capital contribution or otherwise) in any other entitystock.