Common use of Capitalization of the Company Clause in Contracts

Capitalization of the Company. As of July 26, 2002, the Company's authorized capital stock consisted solely of (i) 50,000,000 shares of Company Class A Common Stock, of which (A) 18,461,599 shares were issued and outstanding, (B) no shares were issued and held in treasury, (C) 2,422,724 shares were reserved for issuance upon the exercise of Company Options, and (D) 1,477,276 shares were reserved for future issuance under the existing plans of the Company that provide for the issuance of Company Options; provided that, in the case of clauses (C) and (D), since July 26, 2002, the Company has not reserved any additional shares of Company Class A Common Stock for issuance upon the exercise of Company Options, (ii) 20,000,000 shares of Company Class B Common Stock, of which (X) 5,255,210 shares were issued and outstanding and (Y) 94,858 shares were reserved for issuance upon the exercise of Company Options; provided that since July 26, 2002, the Company has not reserved any additional shares of Company Class B Common Stock for issuance upon the exercise of Company Options, and (iii) 1,000,000 shares of preferred stock, par value $0.01 per share, of which no shares were issued and outstanding. Each outstanding share of Company capital stock is duly authorized, validly issued, fully paid and nonassessable, and has not been issued in violation of any preemptive or similar rights. The Company Class A Common Stock and the Company Class B Common Stock are identical in all respects except that (I) each share of Company Class A Common Stock is entitled to 1 vote per share, whereas each share of Company Class B Common Stock is entitled to 10 votes per share; (II) the Company Class A Common Stock is not convertible into another security, whereas the Company Class B Common Stock is convertible into shares of Company Class A Common Stock on a one-for-one basis; and (III) the Company Class B Common Stock is subject to certain transfer restrictions to which the Company Class A Common Stock is not subject. The Company has not taken any action or made any determination, pursuant to Section 7(i) of the Company Certificate of Incorporation, that the restrictions on transfer or other provisions set forth in Section 7 of the Company Certificate of Incorporation have a material adverse effect on liquidity, marketability or market value of the outstanding shares of Company Class A Common Stock. Other than as set forth in the first sentence of this Section 5.4 or in the Company SEC Documents filed prior to the date hereof, there are no 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 of any securities of the Company, nor are there outstanding any securities that are convertible into or exchangeable for any shares of Company capital stock, 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 its predecessors. The issuance and sale of all of the shares of capital stock described in this Section 5.4 have been in compliance in all material respects with United States federal and state securities laws. Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company has not agreed to register any securities under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "SECURITIES ACT") or under any state securities law or granted registration rights to any Person. Except as set forth in the Company SEC Documents filed prior to the date hereof, there are no outstanding stock-appreciation rights, security-based performance units, "phantom" stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company).

Capitalization of the Company. (a) As of July 26, 2002the date of this Agreement, the Company's ’s authorized capital stock consisted consists solely of (i) 50,000,000 5,891,097 shares of Company Class A Common Stockpreferred stock, without par value, of which (A) 18,461,599 26,000 shares have been designated as Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”) and (B) 280,000 shares have been designated as Series B Junior Participating Preferred Stock (the “Series B Preferred Stock”), (ii) 50,000,000 shares of Class A Stock and (iii) 150,000,000 shares of Class B Stock. As of August 18, 2015, (1) no shares of Series A Preferred Stock were issued and outstanding and no shares of Series B Preferred Stock were issued and outstanding, (B2) no shares were issued and held in treasury, (C) 2,422,724 shares were reserved for issuance upon the exercise of Company Options, and (D) 1,477,276 shares were reserved for future issuance under the existing plans of the Company that provide for the issuance of Company Options; provided that, in the case of clauses (C) and (D), since July 26, 2002, the Company has not reserved any additional 7,167,506 shares of Company Class A Common Stock for issuance upon the exercise of Company Options, (ii) 20,000,000 shares of Company Class B Common Stock, of which (X) 5,255,210 shares were issued and outstanding and (Y3) 94,858 shares were reserved for issuance upon the exercise of Company Options; provided that since July 26, 2002, the Company has not reserved any additional 50,620,023 shares of Company Class B Common Stock for issuance upon the exercise of Company Options, and (iii) 1,000,000 shares of preferred stock, par value $0.01 per share, of which no shares were issued and outstanding. Each outstanding . (b) Upon consummation of the Reclassification, each share of Company capital stock is Common Stock issued to the Class B Record Holders pursuant to paragraphs E.1 and E.2 of Article FOURTH of the Proposed Amendments will be duly authorized, validly issued, issued and fully paid and nonassessable, nonassessable and has will not have been issued in violation of any preemptive rights. (c) No material plan pursuant to which the Company provides compensation or similar rightsbenefits to employees provides for the acceleration of any vesting schedule or exercisability of any forms of material compensation or equity as a result, directly or indirectly, of the execution of this Agreement or consummation of the Reclassification. The Company Class A Common Stock and Compensation Committee of the Company Class B Common Stock are identical in all respects except that Board has adopted, or will adopt prior to the Closing, resolutions approving (I) each share of Company Class A Common Stock is entitled to 1 vote per share, whereas each share of Company Class B Common Stock is entitled to 10 votes per share; (IIi) the Company Class A Common Stock is not convertible into another securitysubstitution, whereas the Company Class B Common Stock is convertible into shares of Company Class A Common Stock on a one-for-one basis; , of shares of Common Stock for shares of Class A Stock or shares of Class B Stock, as applicable, under each of the Xxxxxxx Incorporated 2005 Incentive Award Plan and the Xxxxxxx Incorporated Stock Option Plan for Key Employees and any awards thereunder, with effect from (IIIand subject to the occurrence of) the Company Class B Common Stock is subject to certain transfer restrictions to which the Company Class A Common Stock is not subject. The Company has not taken any action or made any determinationClosing, pursuant to Section 7(i(ii) of the Company Certificate of Incorporation, that the restrictions on transfer or other provisions set forth in Section 7 of the Company Certificate of Incorporation have a material adverse effect on liquidity, marketability or market value of the outstanding shares of Company Class A Common Stock. Other than as set forth in the first sentence of this Section 5.4 or in the Company SEC Documents filed prior to the date hereof, there are no 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 of any securities of the Company, nor are there outstanding any securities that are convertible into or exchangeable for any shares of Company capital stock, 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 its predecessors. The issuance and sale of all of the shares of capital stock described in this Section 5.4 have been in compliance in all material respects with United States federal and state securities laws. Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company has not agreed to register any securities appropriate adjustments under the Securities Act of 1933Xxxxxxx Incorporated Amended and Restated Deferred Compensation Plan for Directors, as amended (together with the rules Amended and regulations thereunderRestated Effective as of February 7, the "SECURITIES ACT") or under any state securities law or granted registration rights to any Person. Except as set forth in the Company SEC Documents filed prior to the date hereof, there are no outstanding stock-appreciation rights, security-based performance units, "phantom" stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company)2013.

Capitalization of the Company. As of July 2628, 2002, the Company's authorized capital stock consisted solely of (i) 50,000,000 shares of Company Class A Common Stock, of which (A) 18,461,599 shares were issued and outstanding, (B) no shares were issued and held in treasury, (C) 2,422,724 shares were reserved for issuance upon the exercise of Company Options, and (D) 1,477,276 shares were reserved for future issuance under the existing plans of the Company that provide for the issuance of Company Options; provided that, in the case of clauses (C) and (D), since July 26, 2002, the Company has not reserved any additional shares of Company Class A Common Stock for issuance upon the exercise of Company Options, (ii) 20,000,000 shares of Company Class B Common Stock, of which (X) 5,255,210 shares were issued and outstanding and (Y) 94,858 shares were reserved for issuance upon the exercise of Company Options; provided that since July 26, 2002, the Company has not reserved any additional shares of Company Class B Common Stock for issuance upon the exercise of Company Options, and (iii) 1,000,000 shares of preferred stock, par value $0.01 per share, of which no shares were issued and outstanding. Each outstanding share of Company capital stock is duly authorized, validly issued, fully paid and nonassessable, and has not been issued in violation of any preemptive or similar rights. The Company Class A Common Stock and the Company Class B Common Stock are identical in all respects except that (I) each share of Company Class A Common Stock is entitled to 1 vote per share, whereas each share of Company Class B Common Stock is entitled to 10 votes per share; (II) the Company Class A Common Stock is not convertible into another security, whereas the Company Class B Common Stock is convertible into shares of Company Class A Common Stock on a one-for-one basis; and (III) the Company Class B Common Stock is subject to certain transfer restrictions to which the Company Class A Common Stock is not subject. The Company has not taken any action or made any determination, pursuant to Section 7(i) of the Company Certificate of Incorporation, that the restrictions on transfer or other provisions set forth in Section 7 of the Company Certificate of Incorporation have a material adverse effect on liquidity, marketability or market value of the outstanding shares of Company Class A Common Stock. Other than as set forth in the first sentence of this Section 5.4 4.4 or in Section 4.4 to the Company SEC Documents filed prior to the date hereofDisclosure Schedule, there are no 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 of any securities of the Company, nor are there outstanding any securities that are convertible into or exchangeable for any shares of Company capital stock, 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 its predecessors. The issuance and sale of all of the shares of capital stock described in this Section 5.4 4.4 have been in compliance in all material respects with United States federal and state securities laws. Section 4.4 to the Company Disclosure Schedule accurately sets forth the names of, and the number of shares of each class (including the number of shares issuable upon exercise of Company Options and the exercise price and vesting schedule with respect thereto) and the number of options held by all holders of options to purchase Company capital stock. Except as set forth in Section 4.4 to the Company SEC Documents filed prior to the date hereofDisclosure Schedule, the Company has not agreed to register any securities under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "SECURITIES ACT") or under any state securities law or granted registration rights to any Person; complete and correct copies of any such agreements have previously been made available to Parent. Except as set forth in Section 4.4 of the Company SEC Documents filed prior to the date hereofDisclosure Schedule, there are no outstanding stock-appreciation rights, security-based performance units, "phantom" stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company). The holders of Company Common Stock who have executed Voting Agreements with Parent hold a majority of the voting power of the Company Common Stock as of the date hereof.

Capitalization of the Company. As of July 26, 2002, the Company's (a) The authorized capital stock consisted solely of the Company consists of 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) 50,000,000 143,374,278 shares of Company Class A Company Common Stock, Stock and 269,978,659 shares of which (A) 18,461,599 shares Class B Company Common Stock were issued and outstanding, (Bii) 4,224,596 shares of Class A Company Common Stock and no shares of Class B Company Common Stock were issued and held in treasurythe treasury of Company or by any of its Subsidiaries, (Ciii) 2,422,724 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 Options, and (D) 1,477,276 shares Common Stock were reserved and available for future issuance under the existing plans of the Company that provide for the issuance of Company Options; provided that, in the case of clauses (C) and (D), since July 26, 2002, the Company has not reserved any additional shares of Company Class A Common Stock for issuance upon the exercise of Company OptionsESPP, (iiv) 20,000,000 shares an aggregate of Company Class B Common Stock, of which (X) 5,255,210 shares 12,350,760 Restricted Stock Units were issued and outstanding pursuant to the Benefit Plans and (Yvi) 94,858 shares were reserved for issuance upon the exercise an aggregate of Company Options; provided that since July 26, 2002, the Company has not reserved any additional shares of Company Class B Common Stock for issuance upon the exercise of Company Options, and (iii) 1,000,000 shares of preferred stock, par value $0.01 per share, of which no shares 37,957 stock appreciation rights were issued and outstanding. Each As of the date of this Agreement, the Company has outstanding share 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 Preferred Stock are outstanding. From the close of business on the Capitalization Date until the date of this Agreement, 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 on the Capitalization Date and in accordance with their terms. All outstanding shares of capital stock is of the Company and each of its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and has are not been subject to and were not issued in violation of any preemptive or similar rights, purchase option, call, or right of first refusal or similar rights. The Company Class A Common Stock and the Company Class B Common Stock are identical in all respects except that (I) each share of Company Class A Common Stock is entitled to 1 vote per share, whereas each share of Company Class B Common Stock is entitled to 10 votes per share; (II) the Company Class A Common Stock is not convertible into another security, whereas the Company Class B Common Stock is convertible into shares of Company Class A Common Stock on a one-for-one basis; and (III) the Company Class B Common Stock is subject to certain transfer restrictions to which the Company Class A Common Stock is not subject. The Company has not taken any action or made any determination, pursuant to Section 7(i) of the Company Certificate of Incorporation, that the restrictions on transfer or other provisions set forth in Section 7 of the Company Certificate of Incorporation have a material adverse effect on liquidity, marketability or market value of the outstanding shares of Company Class A Common Stock. Other than Except as set forth in the first sentence of this Section 5.4 or in the Company SEC Documents filed prior to the date hereofabove, there are no outstanding subscriptionsshares, options, warrants, puts, calls, agreementsstock appreciation rights, understandings, claims or other rights or commitments or rights any other agreements of any type character relating to dividend rights or to the issuance, sale, repurchase issuance or transfer voting of, or the granting of any securities of the Companyrights to acquire, nor are there outstanding any securities that are convertible into or exchangeable for any shares of Company capital stock, and neither the Company nor any of its subsidiaries has any obligation of any kind to issue any additional securities stock or to pay for or repurchase any voting securities of the Company or any of its predecessors. The issuance and sale of all of Subsidiaries, or any securities or obligations convertible into, exchangeable for or evidencing the right to purchase any shares of capital stock described in this Section 5.4 have been in compliance in all material respects with United States federal and state or voting securities laws. of the Company or any of its Subsidiaries. (b) Except as set forth in the Company SEC Documents filed prior to the date hereofSection 4.5(a), the Company has not agreed to register any securities under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "SECURITIES ACT"i) or under any state securities law or granted registration rights to any Person. Except as set forth in the Company SEC Documents filed prior to the date hereof, there are no outstanding stock-appreciation rights, security-based performance units, "phantom" preemptive rights of any kind which obligate the Company or any of its Subsidiaries to issue or deliver any shares of capital stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute voting securities of the Company or any of its Subsidiaries or assets any securities or calculated in accordance therewith (other than ordinary course payments obligations convertible or commissions exchangeable into or exercisable for, or giving any Person a right to sales representatives subscribe for or acquire from the Company or any of its Subsidiaries, any shares of capital stock or voting securities of the Company)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 Letter, (ii) each outstanding Restricted Stock Unit is held by the holder set forth with respect thereto in Section 4.5(c)(ii) of the Company Disclosure Letter 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 have been no changes to the information set forth in Section 4.5(c) of the Company Disclosure Letter, except as a result of the exercise of Options or the vesting of Restricted Stock Units following the Capitalization Date and prior to the date hereof.

Capitalization of the Company. (a) As of July 26June 16, 20021997, the Company's authorized capital stock of the Company consisted solely of (i) 50,000,000 30,000,000 shares of Company Class A Common Stock, of which (A) 18,461,599 8,881,293 shares were issued and outstanding, and (Bii) 1,000,000 shares of Preferred Stock, par value $100 per share, of which no shares were outstanding. All outstanding shares of capital stock of the Company have been validly issued and held are fully paid and nonassessable, and no shares of capital stock of the Company are subject to, nor have any been issued in treasuryviolation of, preemptive or similar rights. As of June 16, 1997, (Ci) 2,422,724 239,407 shares of Common Stock were issuable upon the exercise of outstanding options granted under the Company's 1985 Stock Option Plan; (ii) 1,482,800 shares of Common Stock were reserved for issuance under the Company's 1995 Stock Option Plan, including 702,700 shares that were issuable upon the exercise of outstanding options; (iii) 250,000 shares of Common Stock were reserved for issuance under the Company's 1995 Management Compensation Plan; (iv) 51,000 shares of Common Stock were reserved for issuance and issuable upon the exercise of outstanding warrants issued by the Company; and (v) 300,000 shares of a series of the Company's Preferred Stock designated as Series D Preferred Stock were reserved for issuance upon the exercise of Company Options, and (D) 1,477,276 shares were reserved for future issuance under certain preferred share purchase rights associated with the existing plans of the Company that provide for the issuance of Company Options; provided that, in the case of clauses (C) and (D), since July 26, 2002, the Company has not reserved any additional shares of Company Class A Common Stock for issuance upon the exercise of Company Options, (ii) 20,000,000 shares of Company Class B Common Stock, of which (X) 5,255,210 shares were issued and outstanding and (Y) 94,858 shares were reserved for issuance rights become exercisable by the holders thereof upon the exercise occurrence of Company Options; provided that since July 26certain events, 2002including the acquisition of, or the Company has not reserved any additional shares announcement of Company Class B the intention to acquire, more than 20% of the outstanding Common Stock for issuance upon by any person or group. Each share of Series D Preferred Stock would have 100 votes, voting together with the exercise of Company OptionsCommon Stock, and (iii) 1,000,000 shares other rights superior to those of preferred stock, par value $0.01 per share, of which no shares were issued and outstanding. Each outstanding share of Company capital stock is duly authorized, validly issued, fully paid and nonassessable, and has not been issued in violation of any preemptive or similar rights. The Company Class A the Common Stock and the Company Class B Common Stock are identical in all respects except that (I) each share of Company Class A Common Stock is entitled to 1 vote per share, whereas each share of Company Class B Common Stock is entitled to 10 votes per share; (II) the Company Class A Common Stock is not convertible into another security, whereas the Company Class B Common Stock is convertible into shares of Company Class A Common Stock on a one-for-one basis; and (III) the Company Class B Common Stock is subject to certain transfer restrictions to which the Company Class A Common Stock is not subjectStock. The Company has not taken any action the right, at its option, to exchange each such preferred share purchase right for one share of Common Stock or made any determination, pursuant to Section 7(ione one-hundredth of a share of Series D Preferred Stock under certain circumstances. 2 (b) of the Company Certificate of Incorporation, that the restrictions on transfer or other provisions set forth in Section 7 of the Company Certificate of Incorporation have a material adverse effect on liquidity, marketability or market value of the outstanding shares of Company Class A Common Stock. Other than Except as set forth above in the first sentence of this Section 5.4 or in the Company SEC Documents filed prior to the date hereof3.3 and as contemplated by this Agreement, as of June 16, 1997, there are were outstanding (i) no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims shares of capital stock or other commitments or rights of any type relating to the issuance, sale, repurchase or transfer of any voting securities of the Company, nor are there outstanding any (ii) no securities that are of the Company convertible into or 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 no obligation of the Company to issue or sell, any shares of Company capital stock, and neither stock or other voting securities of 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 convertible into or its predecessors. The issuance and sale of all of the shares of exchangeable for such capital stock described in this Section 5.4 have been in compliance in all material respects with United States federal or voting securities, and state securities laws. Except as set forth (iv) no equity equivalents, interests in the Company SEC Documents filed prior ownership or earnings, or other similar rights of or with respect to the date hereof, the Company has not agreed to register any securities under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "SECURITIES ACT") or under any state securities law or granted registration rights to any Person. Except as set forth in the Company SEC Documents filed prior to the date hereof, there are no outstanding stock-appreciation rights, security-based performance units, "phantom" stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company).

Capitalization of the Company. As of July 26, 2002, the Company's The authorized capital stock consisted solely of the Company consists of: (i) 50,000,000 507,934 shares of Company Class A Common Stock, of which (A) 18,461,599 249,000 shares were issued will be, as of the Closing, duly and validly issued, outstanding, fully-paid and non-assessable, 190,476.19 shares will be reserved for issuance upon conversion of the Preferred Stock, 40,000 shares will be reserved for issuance upon conversion of the Class B Common Stock (Bas hereinafter defined) no 43,060 shares were issued and held in treasury, (C) 2,422,724 shares were have been reserved for issuance upon the exercise of Company Options, and (D) 1,477,276 shares were reserved for future issuance outstanding options under the existing plans of Company's 1995 Stock Option Plan (the Company that provide for the issuance of Company Options; provided that, in the case of clauses (C"1995 Option Plan") and (D), since July 26, 2002, the Company has not reserved any additional 25,397 shares of Company Class A Common Stock for issuance upon the exercise of Company Options, (ii) 20,000,000 shares of Company Class B Common Stock, of which (X) 5,255,210 shares were issued and outstanding and (Y) 94,858 shares were have been reserved for issuance upon the exercise of Company Optionsthe Options (as defined below) under the 1996 Stock Option Plan (as hereinafter defined); (ii) 70,000 shares of Class B Common Stock, par value $.01 per share (the "Class B Common Stock," and, collectively with the Class A Common Stock, the "Common Stock"), none of which 40,000 shares will be outstanding as of the Closing; (iii) 190,477 shares of Series A Preferred Stock, of which 190,476.19 shares will be, as of the Closing, duly and validly issued, outstanding, fully-paid, and non-assessable; and (iv) 190,476.19 shares of one or more series of Diluted Preferred Stock, all of which shall be reserved for issuance upon automatic conversion of the Series A Preferred Stock as provided that since July 26, 2002in the Charter. Except as disclosed in SCHEDULE 2.4 and except for 43,060 shares of Class A Common Stock reserved for issuance under the 1995 Option Plan and 25,397 shares of Class A Common Stock reserved for issuance under the 1996 Stock Option Plan, the Company has not reserved issued any additional other shares of Company Class B Common Stock for issuance upon the exercise of Company Optionsits capital stock, and (iii) 1,000,000 there are no outstanding warrants, options or other rights to purchase or acquire any of such shares, nor any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities. As of the Closing, and assuming the accuracy of the Investor representations set forth in Section 5 hereof, all of the outstanding shares of preferred stock, par value $0.01 per share, of which no shares were issued and outstanding. Each outstanding share of Company capital stock is of the Company will have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws. The Preferred Shares have been duly authorizedand validly authorized and, when delivered and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable. The Preferred Shares are convertible into an aggregate 190,476.19 shares of Class A Common Stock representing 37.5% of the Common Stock of the Company on a fully-diluted basis after giving effect to the issuance of 43,060 shares reserved for issuance under the 1995 Option Plan and 25,397 shares of Class A Common Stock reserved for issuance under the 1996 Stock Option Plan and the exercise, and has not been issued in violation exchange or conversion of any preemptive other securities or similar options exercisable or exchangeable for or convertible into Common Stock. The relative rights, preferences, restrictions and other provisions relating to the capital stock of the Company are as set forth in the Charter. The Company has authorized and reserved for issuance upon conversion of the Preferred Stock not less than 190,476.19 shares of its Class A Common Stock and the Company Class B Common Stock are identical Conversion Shares issuable upon such conversion will be, when issued in all respects except that (I) each share of Company Class A Common Stock is entitled to 1 vote per share, whereas each share of Company Class B Common Stock is entitled to 10 votes per share; (II) the Company Class A Common Stock is not convertible into another security, whereas the Company Class B Common Stock is convertible into shares of Company Class A Common Stock on a one-for-one basis; and (III) the Company Class B Common Stock is subject to certain transfer restrictions to which the Company Class A Common Stock is not subject. The Company has not taken any action or made any determination, pursuant to Section 7(i) of the Company Certificate of Incorporation, that the restrictions on transfer or other provisions set forth in Section 7 of the Company Certificate of Incorporation have a material adverse effect on liquidity, marketability or market value of the outstanding shares of Company Class A Common Stock. Other than as set forth in the first sentence of this Section 5.4 or in the Company SEC Documents filed prior to the date hereof, there are no 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 of any securities of the Company, nor are there outstanding any securities that are convertible into or exchangeable for any shares of Company capital stock, 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 its predecessors. The issuance and sale of all of the shares of capital stock described in this Section 5.4 have been in compliance in all material respects with United States federal and state securities laws. Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company has not agreed to register any securities under the Securities Act of 1933, as amended (together accordance with the rules Charter, duly and regulations thereundervalidly authorized and issued, the "SECURITIES ACT") or under any state securities law or granted registration rights to any Person. Except as set forth in the Company SEC Documents filed prior to the date hereof, there are no outstanding stockfully-appreciation rights, security-based performance units, "phantom" stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company)paid and nonassessable.

Capitalization of the Company. (a) As of July 26January 16, 20022000, the Company's authorized capital stock consisted of the Company consists solely of of: (i) 50,000,000 40,000,000 duly authorized shares of Company Common Stock, consisting of 36,895,000 shares of Class B (voting) Common Stock ("COMPANY CLASS B COMMON STOCK") and 3,105,000 shares of Class A (non-voting) Common Stock ("COMPANY CLASS A COMMON STOCK"), of which: (A) 16,500,000 shares of Company Class A B Common Stock, of which (A) 18,461,599 shares were Stock are issued and outstanding, all of which are held of record and beneficially by the Persons and in the amounts set forth on Section 3.03(a) of the Company Disclosure Schedules; (B) no shares were issued and held in treasury, (C) 2,422,724 shares were reserved for issuance upon the exercise of Company Options, and (D) 1,477,276 shares were reserved for future issuance under the existing plans of the Company that provide for the issuance of Company Options; provided that, in the case of clauses (C) and (D), since July 26, 2002, the Company has not reserved any additional 3,105,000 shares of Company Class A Common Stock have been duly and validly reserved for issuance upon under the 1999 Stock Option Plan of the Company (the "PLAN"), of which 395,000 shares are outstanding pursuant to the exercise of such options, ______ shares are subject to outstanding options and _______ shares are not subject to any outstanding options; such options are held of record by the Persons and in the amounts set forth on Section 3.03(a) of the Company Options, Disclosure Schedules (iithe "COMPANY OPTIONS"); and (C) 20,000,000 8,682,080 shares of Company Class B Common Stock, of which (X) 5,255,210 shares were issued Stock are duly and outstanding and (Y) 94,858 shares were validly reserved for issuance upon the conversion of the Company Series A Preferred Stock and the Company Series B Preferred Stock and for issuance upon exercise of Company Options; provided that since July 26, 2002, the Company has not reserved any additional Silicon Warrant. (ii) 7,153,711 duly authorized shares of Company Class B Common Preferred Stock for issuance upon the exercise of which: (A) 1,500,000 shares are designated as Company OptionsSeries A Preferred Stock, all of which are issued and outstanding, and all of which are held of record and beneficially by the Persons and in the amounts set forth on Section 3.03(a) of the Company Disclosure Schedules; and (iiiB) 1,000,000 5,653,711 shares of preferred stock, par value $0.01 per shareare designated as Company Series B Preferred Stock, of which no shares were 5,653,711 are issued and outstanding, and which are held of record by the Persons and in the amounts set forth on Section 3.03(a) of the Company Disclosure Schedules. (b) No Other Company Securities are issued and outstanding. Each Section 3.03(b) of the Company Disclosure Schedules contains a list of all outstanding share warrants, options, agreements, convertible securities (other than Company Preferred Stock and the Silicon Warrant) and other commitments pursuant to which the Company is or may become obligated to issue, sell or otherwise transfer any Company Common Stock or Company Preferred Stock, which list names all Persons entitled to receive such Company Common Stock or Company Preferred Stock and sets forth the shares of Company capital stock is Common Stock or Company Preferred Stock required to be issued thereunder. Except as described in Section 3.03(b) of the Company Disclosure Schedules, no shares of Company Common Stock or Company Preferred Stock are held in treasury or are reserved for any other purpose. (c) All outstanding shares of Company Common Stock and Company Preferred Stock are, and as of the Effective Time will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable, and has not been issued subject to preemptive rights created by statute, the Company's Certificate of Incorporation or Bylaws, or, except as set forth in violation Section 3.03(c) of any preemptive or similar rights. The Company Class A Common Stock and the Company Class B Common Stock are identical in all respects except that (I) each share of Company Class A Common Stock is entitled to 1 vote per shareDisclosure Schedules, whereas each share of Company Class B Common Stock is entitled to 10 votes per share; (II) the Company Class A Common Stock is not convertible into another security, whereas the Company Class B Common Stock is convertible into shares of Company Class A Common Stock on a one-for-one basis; and (III) the Company Class B Common Stock is subject to certain transfer restrictions any agreement as to which the Company Class A Common Stock is not subject. The Company has not taken any action party or made any determination, pursuant to by which it is bound. (d) Except as disclosed in Section 7(i3.03(b) of the Company Certificate of IncorporationDisclosure Schedules, that there are no Other Company Options obligating the restrictions on transfer Company to register for sale any capital stock or other provisions set forth equity interests in the Company. Except as disclosed in Section 7 3.03(d) of the Company Certificate Disclosure Schedules, as of Incorporation have the date of this Agreement there are no obligations, contingent or otherwise, of the Company to (x) repurchase, redeem or otherwise acquire any Company Common Stock or Company Preferred Stock, or (y) provide funds to, or make any material investment in (in the form of a material adverse effect on liquidityloan, marketability capital contribution or market value otherwise), or provide any guarantee with respect to the obligations of, any Person. (e) The Stockholders hold of record all of the outstanding shares of Company Class A Common Stock and Company Preferred Stock. Other than as set forth in To the first sentence of this Section 5.4 or in the Company SEC Documents filed prior to the date hereof, there are no 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 of any securities knowledge of the Company, nor all shares of the Company Common Stock and the Company Preferred Stock are there outstanding free and clear of all liabilities, liens, charges, security interests, adverse claims, pledges, restrictions, encumbrances and demands whatsoever. To the knowledge of the Company, no other Person has any securities that are right, title or interest in or to such shares of Company Common Stock or Company Preferred Stock, whether by reason of any purchase agreement, Law, option, assignment, contract (written or oral) or otherwise. Neither the Company nor, to the knowledge of the Company, any Stockholder has entered into, issued or given, or agreed to enter into, issue or give, any person other than Acquiror or Acquiror Sub an option, warrant, right, put, or call relating to, or any security convertible into or exchangeable for into, any shares of Company capital stock, and neither Common Stock or Company Preferred Stock or any such convertible security. For the Company nor any purposes 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 its predecessors. The issuance and sale of all of the shares of capital stock described in this Section 5.4 have been in compliance in all material respects with United States federal and state securities laws. Except as set forth in the Company SEC Documents filed prior to the date hereofAgreement, the Company has not agreed to register terms "LAW" or "LAWS" shall mean any securities under the Securities Act of 1933foreign, as amended (together with the rules and regulations thereunderU.S. federal, the "SECURITIES ACT") state, provincial, local or under any state securities law municipal law, statute, rule, ordinance, regulation, order, writ, injunction, judgment or granted registration rights to any Person. Except as set forth in the Company SEC Documents filed prior to the date hereof, there are no outstanding stock-appreciation rights, security-based performance units, "phantom" stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company)decree.

Capitalization of the Company. As of July 26, 2002, the Company's (a) The authorized capital stock consisted solely of the Company consists of 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) 50,000,000 143,374,278 shares of Company Class A Company Common Stock, Stock and 269,978,659 shares of which (A) 18,461,599 shares Class B Company Common Stock were issued and outstanding, (Bii) 4,224,596 shares of Class A Company Common Stock and no shares of Class B Company Common Stock were issued and held in treasurythe treasury of Company or by any of its Subsidiaries, (Ciii) 2,422,724 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 Options, and (D) 1,477,276 shares Common Stock were reserved and available for future issuance under the existing plans of the Company that provide for the issuance of Company Options; provided that, in the case of clauses (C) and (D), since July 26, 2002, the Company has not reserved any additional shares of Company Class A Common Stock for issuance upon the exercise of Company OptionsESPP, (iiv) 20,000,000 shares an aggregate of Company Class B Common Stock, of which (X) 5,255,210 shares 12,350,760 Restricted Stock Units were issued and outstanding pursuant to the Benefit Plans and (Yvi) 94,858 shares were reserved for issuance upon the exercise an aggregate of Company Options; provided that since July 26, 2002, the Company has not reserved any additional shares of Company Class B Common Stock for issuance upon the exercise of Company Options, and (iii) 1,000,000 shares of preferred stock, par value $0.01 per share, of which no shares 37,957 stock appreciation rights were issued and outstanding. Each As of the date of this Agreement, the Company has outstanding share 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 Preferred Stock are outstanding. From the close of business on the Capitalization Date until the date of this Agreement, 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 on the Capitalization Date and in accordance with their terms. All outstanding shares of capital stock is of the Company and each of its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and has are not been subject to and were not issued in violation of any preemptive or similar rights, purchase option, call, or right of first refusal or similar rights. The Company Class A Common Stock and the Company Class B Common Stock are identical in all respects except that (I) each share of Company Class A Common Stock is entitled to 1 vote per share, whereas each share of Company Class B Common Stock is entitled to 10 votes per share; (II) the Company Class A Common Stock is not convertible into another security, whereas the Company Class B Common Stock is convertible into shares of Company Class A Common Stock on a one-for-one basis; and (III) the Company Class B Common Stock is subject to certain transfer restrictions to which the Company Class A Common Stock is not subject. The Company has not taken any action or made any determination, pursuant to Section 7(i) of the Company Certificate of Incorporation, that the restrictions on transfer or other provisions set forth in Section 7 of the Company Certificate of Incorporation have a material adverse effect on liquidity, marketability or market value of the outstanding shares of Company Class A Common Stock. Other than Except as set forth in the first sentence of this Section 5.4 or in the Company SEC Documents filed prior to the date hereofabove, there are no outstanding subscriptionsshares, options, warrants, puts, calls, agreementsstock appreciation rights, understandings, claims or other rights or commitments or rights any other agreements of any type character relating to dividend rights or to the issuance, sale, repurchase issuance or transfer voting of, or the granting of any securities of the Companyrights to acquire, nor are there outstanding any securities that are convertible into or exchangeable for any shares of Company capital stock, and neither the Company nor any of its subsidiaries has any obligation of any kind to issue any additional securities stock or to pay for or repurchase any voting securities of the Company or any of its predecessors. The issuance and sale of all of Subsidiaries, or any securities or obligations convertible into, exchangeable for or evidencing the right to purchase any shares of capital stock described in this Section 5.4 have been in compliance in all material respects with United States federal and state or voting securities laws. of the Company or any of its Subsidiaries. (b) Except as set forth in the Company SEC Documents filed prior to the date hereofSection 4.5(a), the Company has not agreed to register any securities under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "SECURITIES ACT"i) or under any state securities law or granted registration rights to any Person. Except as set forth in the Company SEC Documents filed prior to the date hereof, there are no outstanding stock-appreciation rights, security-based performance units, "phantom" preemptive rights of any kind which obligate the Company or any of its Subsidiaries to issue or deliver any shares of capital stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute voting securities of the Company or any of its Subsidiaries or assets any securities or calculated in accordance therewith (other than ordinary course payments obligations convertible or commissions exchangeable into or exercisable for, or giving any Person a right to sales representatives subscribe for or acquire from the Company or any of its Subsidiaries, any shares of capital stock or voting securities of the Company)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 Letter, (ii) each outstanding Restricted Stock Unit is held by the holder set forth with respect thereto in Section 4.5(c)(ii) of the Company Disclosure Letter 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 have been no changes to the information set forth in Section 4.5(c) of the Company Disclosure Letter, except as a result of the exercise of Options or the vesting of Restricted Stock Units following the Capitalization Date and prior to the date hereof.

Capitalization of the Company. As of July 26, 2002, the Company's (a) The authorized capital stock consisted solely of the Company consists of (i) 50,000,000 7,000,000 shares of Company Class A Voting Common Stock, par value $0.01 per share (the “Class A Common Stock, of which (A) 18,461,599 shares were issued and outstanding”), (Bii) no 2,724,759 shares were issued and held in treasuryof Class B Non-Voting Common Stock, par value $0.01 per share (the “Class B Common Stock”), (Ciii) 2,422,724 shares were reserved for issuance upon one share of Class C Voting Common Stock, par value $0.01 per share (the exercise of Company Options, and (D) 1,477,276 shares were reserved for future issuance under “Class C Common Stock,” collectively with the existing plans of the Company that provide for the issuance of Company Options; provided that, in the case of clauses (C) and (D), since July 26, 2002, the Company has not reserved any additional shares of Company Class A Common Stock for issuance upon and the exercise of Company Options, (ii) 20,000,000 shares of Company Class B Common Stock, of which (X) 5,255,210 shares were issued and outstanding and (Y) 94,858 shares were reserved for issuance upon the exercise of Company Options; provided that since July 26, 2002, the Company has not reserved any additional shares of Company Class B “Common Stock for issuance upon the exercise of Company OptionsStock”), and (iiiiv) 1,000,000 250,000 shares of preferred stock, par value $0.01 per share, share (the “Preferred Stock”). As of which no the date hereof (i) 5,905,501 shares were of Class A Common Stock are issued and outstanding. Each outstanding , (ii) no shares of Class A Common Stock are held by the Company in its treasury, (iii) no shares of Class B Common Stock are outstanding, (iv) one share of Company capital stock Class C Common Stock is duly authorized, issued and outstanding and (v) no shares of Preferred Stock are outstanding. The shares of Class A Common Stock and Class C Common Stock are validly issued, fully paid and nonassessablenon-assessable. As of the date hereof, and has not been issued in violation other than the 5,905,501 shares of any preemptive or similar rights. The Company Class A Common Stock outstanding and one share of Class C Common Stock outstanding and the Company Class B Common Stock Options, there are identical in all respects except that (I) each share no other issued or outstanding shares of Company Class A Common Stock is entitled to 1 vote per share, whereas each share capital stock of Company Class B Common Stock is entitled to 10 votes per share; (II) the Company Class A Common Stock is not and except as set forth on Schedule 3.01(a)(i), there are no securities outstanding, which are convertible into, exchangeable for, or carrying the right to acquire, equity securities (or securities convertible into another security, whereas the Company Class B Common Stock is convertible into shares of Company Class A Common Stock on a one-for-one basis; and (III) the Company Class B Common Stock is subject to certain transfer restrictions to which the Company Class A Common Stock is not subject. The Company has not taken any action or made any determination, pursuant to Section 7(iexchangeable for equity securities) of the Company Certificate of IncorporationCompany, that the restrictions on transfer or subscriptions, warrants, options, calls, convertible securities, registration or other provisions set forth rights or other arrangements or commitments obligating the Company to issue, transfer, purchase, redeem, convert, exchange, register, or dispose of any of its equity securities or any ownership interest therein and there are no pre-emptive rights in Section 7 respect of the Company Certificate of Incorporation have a material adverse effect on liquidity, marketability or market value equity securities of the Company. There are no dividends which have accrued or been declared but are unpaid on the outstanding shares capital stock of Company Class A Common Stockthe Company. Other than There are no voting trusts, proxies or any other agreements or commitments with respect to the voting of the capital stock of the Company, which would not otherwise be terminated at or before Closing. Except as set forth in the first sentence of this Section 5.4 or in the Company SEC Documents filed prior to the date hereofon Schedule 3.01(a)(ii), there are no 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 of any securities of the Company, nor are there outstanding any securities that are convertible into or exchangeable for any shares of Company capital stock, 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 its predecessors. The issuance and sale of all of the shares of capital stock described in this Section 5.4 have been in compliance in all material respects with United States federal and state securities laws. Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company has not agreed to register any securities under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "SECURITIES ACT") or under any state securities law or granted registration rights to any Person. Except as set forth in the Company SEC Documents filed prior to the date hereof, there are no outstanding stock-appreciation rights, security-based performance units, "phantom" stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute obligations of the Company or any of its Subsidiaries to repurchase, redeem or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives otherwise acquire any equity securities of the Company. No Subsidiaries of the Company hold any shares of capital stock of the Company. The shares of Common Stock are owned legally of record and in such amounts by such holders as set forth on Schedule 3.01(a). (b) As of the date hereof, the Company Stock Options are owned of record by such holders as set forth on Schedule 3.01(b), which schedule also includes the number of shares of Common Stock subject to each Company Stock Option, the exercise price per share of such Company Stock Option and whether such Company Stock Options are vested or will vest in connection with the Merger. As of the date hereof, there are outstanding Company Stock Options to acquire 1,773 shares of Class A Common Stock. The Company has provided to Parent complete and accurate copies of all stock option agreements evidencing the Company Stock Options and all forms of agreements evidencing Phantom Stock Awards (or summaries of the material terms and conditions relating to such Phantom Stock Awards). (c) Schedule 3.01(c) sets forth all holders of Phantom Stock Awards, indicating with respect to each Phantom Stock Award the relevant Plan under which it was awarded, if any, cash awards, the number of stock or units or other awards subject to such Phantom Stock Awards, the exercise price, if any, the date of the grant and the material terms and conditions of such Phantom Stock Award (including any accelerating or vesting provisions with respect thereto).

Capitalization of the Company. As of July 26, 2002, the Company's (a) The authorized capital stock consisted solely of (i) 50,000,000 the Company consists of 40,000,000 shares of Company Class A Common Stock, (ii) 2,000,000 shares of Preferred Stock, 40,000 of which are designated Series A Voting Convertible Preferred Stock, $0.01 par value per share and convertible into shares of Company Common Stock (Athe "Company Series A Preferred"), 500,000 of which are designated Series B Junior Participating Preferred Stock, $0.01 par value per share (the "Company Series B Preferred"), 150,000 of which are designated Series C Preferred Stock, $0.01 par value per share (the "Company Series C Preferred"), and 1,310,000 of which are designated Preferred Stock, $0.01 par value per share (the "Company Preferred" and together with the Company Common Stock, the Company Series A Preferred, the Company Series B Preferred and the Company Series C Preferred, the "Company Stock"). As of the Measurement Date, there were 14,384,390 shares of Company Common Stock (of which 189,750 were Company Restricted Shares) 18,461,599 shares were issued and outstanding, (B) 40,000 shares of Company Series A Preferred issued and outstanding, no shares were of Company Series B Preferred issued and held in treasuryoutstanding, 135,217 shares of Company Series C Preferred issued and outstanding, and no shares of Company Preferred issued and outstanding. As of the Measurement Date, no shares of Company Common Stock were reserved for issuance except for (Ca) 2,422,724 2,150,795 shares of Company Common Stock that were reserved for issuance upon the exercise of outstanding options (the "Company Options, and (D) 1,477,276 shares were reserved for future issuance under the existing plans of the Company that provide for the issuance of Company Options; provided that, in the case of clauses (C) and (D"), since July 26, 2002, the Company has not reserved any additional (b) 719,320 shares of Company Class A Common Stock for issuance upon the exercise of Company Options, (ii) 20,000,000 shares of Company Class B Common Stock, of which (X) 5,255,210 shares were issued and outstanding and (Y) 94,858 shares were reserved for issuance upon the exercise of outstanding warrants (the "Company Options; provided that since July 26, 2002Warrants") and (c) 3,529,412 shares of Company Common Stock reserved for issuance upon the conversion of the Company Series A Preferred for Company Common Stock. Between the Measurement Date and the date hereof, the Company has not reserved issued any additional shares of Company Class B Common Stock for issuance upon (other than pursuant to the exercise of Company Options outstanding as of the Measurement Date) or awarded any Company Options. The Company Series B Preferred are issuable in connection with the rights to purchase those shares issued under the Rights Agreement, dated as of June 28, 2004 and as amended on June 7, 2006, by and between the Company and UMB Bank N.A., as rights agent. All issued and outstanding shares of Company Stock have been duly authorized and validly issued and are fully paid and nonassessable. As of the date hereof, except as set forth above and except for shares of Company Common Stock issuable pursuant to the Company Options, Company Warrants and the Company Series A Preferred outstanding as of the Measurement Date, there are no outstanding or authorized options, warrants, rights, calls, commitments, preemptive rights, subscriptions, claims of any character, convertible or exchangeable securities, or other Contracts, contingent or otherwise, relating to Company Common Stock or any capital stock or capital stock equivalent or other nominal interest in the Company or any of its Subsidiaries which relate to the Company (iiicollectively, "Company Equity Interests") 1,000,000 pursuant to which the Company or any of its Subsidiaries is or may become obligated to issue or sell shares of preferred stock, par value $0.01 per share, of which no shares were issued and outstanding. Each outstanding share of Company its capital stock or other equity interests or any securities convertible into, or exchangeable for, or evidencing the right to subscribe for, any Company Equity Interests. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any outstanding securities of the Company or any Company Equity Interests. There are no Contracts to which the Company is a party relating to the issuance, sale, transfer, registration or voting of any equity securities or other securities of the Company except as listed on Section 3.4(a) of the Company Disclosure Schedule. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which Company Stockholders may vote are issued or outstanding as of the date hereof. (b) When issued in accordance with the terms of this Agreement, the Issued Shares to be issued to the Investor pursuant to Section 2.1(a) will be duly authorized, validly issued, fully paid and nonassessable, non assessable free and has not been issued in violation clear of any preemptive or similar rights. The Company Class A Common Stock and the Company Class B Common Stock are identical in all respects except that Encumbrances (I) each share of Company Class A Common Stock is entitled to 1 vote per share, whereas each share of Company Class B Common Stock is entitled to 10 votes per share; (II) the Company Class A Common Stock is not convertible into another security, whereas the Company Class B Common Stock is convertible into shares of Company Class A Common Stock on a one-for-one basis; and (III) the Company Class B Common Stock is subject to certain transfer restrictions to which the Company Class A Common Stock is not subject. The Company has not taken any action or made any determination, pursuant to Section 7(i) of the Company Certificate of Incorporation, that the restrictions on transfer or other provisions set forth in Section 7 of the Company Certificate of Incorporation have a material adverse effect on liquidity, marketability or market value of the outstanding shares of Company Class A Common Stock. Other than as set forth in the first sentence of this Section 5.4 imposed by federal or in the Company SEC Documents filed prior to the date hereof, there are no 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 of any securities of the Company, nor are there outstanding any securities that are convertible into or exchangeable for any shares of Company capital stock, 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 its predecessors. The issuance and sale of all of the shares of capital stock described in this Section 5.4 have been in compliance in all material respects with United States federal and state securities laws. Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company has not agreed to register any securities under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "SECURITIES ACT") or under any state securities law or granted registration rights to any Person. Except as set forth in the Company SEC Documents filed prior to the date hereof, there are no outstanding stock-appreciation rights, security-based performance units, "phantom" stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company).

Capitalization of the Company. (a) As of July 26January 4, 20022019, the Company's number of Company Shares the Company was authorized capital stock consisted solely to issue was (x) 50,000,000 Class A Shares and (y) 30,000,000 Class B Shares. At the close of business on January 4, 2019, (i) 50,000,000 the issued and outstanding shares of the Company consisted of 22,875,327 Class A Common Stock, of which (A) 18,461,599 shares were issued Shares and outstanding11,117,582 Class B Shares, (Bii) (x) 161,481 Class A Shares (y) no shares Class B Shares were issued and being held by the Company in its treasury, (Ciii) 2,422,724 shares no Class B Shares and 624,928 Class A Shares were reserved for issuance upon the exercise of Company Optionspursuant to outstanding Performance Share Awards, (iv) no Class B Shares and (D) 1,477,276 shares 328,513 Class A Shares were reserved for future issuance under pursuant to outstanding PSU Awards, assuming maximum performance, (v) no Class B Shares and 65,701 Class A Shares were reserved for issuance pursuant to outstanding RSU Awards, (vi) no Class B Shares and 17,160 Class A Shares were reserved for issuance pursuant to promised restricted stock unit awards (the existing plans “Promised RSU Awards”) pursuant to the letter agreements set forth on Section 4.5(a) of the Company that provide Disclosure Letter (the “RSU Letter Agreements”) and (vii) no Class B Shares and 170,606 Class A Shares were reserved for issuance pursuant to outstanding unexercised Stock Appreciation Rights. Except as set forth above, at the close of business on January 4, 2019, there were no shares or other equity or voting securities or equity or voting interests of the Company issued, reserved for issuance or outstanding. From the close of business on January 4, 2019 to the date of this Agreement, there have been no issuances by the Company of any shares, or other equity or equity-based or voting securities or equity or voting interests, other than the issuance of Company Options; provided thatClass A Shares upon the exercise, vesting or settlement of any Performance Share Awards, PSU Awards, RSU Awards or Stock Appreciation Rights outstanding as of January 4, 2019 and in accordance with the case terms thereof as of clauses (C) such date, and (D)from the close of business on January 4, since July 26, 20022019 to the date of this Agreement, the Company has not reserved granted, entered into a Contract to grant, or otherwise committed to grant any additional shares such awards or other equity or equity-based awards that may be settled in or are otherwise based on the value of any Company Class A Common Stock for issuance upon Shares. No Subsidiary of the exercise of Company Optionsowns any shares, (ii) 20,000,000 shares of Company Class B Common Stockor other equity or equity-based or voting securities or equity or voting interests, of which (X) 5,255,210 shares were the Company. All of the issued and outstanding Company Shares have been, and (Y) 94,858 shares were all Common Shares reserved for issuance upon the exercise of Company Options; provided that since July 26as set forth above will be when issued, 2002, the Company has not reserved any additional shares of Company Class B Common Stock for issuance upon the exercise of Company Options, duly authorized and (iii) 1,000,000 shares of preferred stock, par value $0.01 per share, of which no shares were issued and outstanding. Each outstanding share of Company capital stock is duly authorized, validly issued, fully paid and nonassessablenonassessable and have not been, and has or will not been have been, issued in violation of any preemptive or similar rights. The Company Class A Common Stock and the Company Class B Common Stock are identical in all respects except that (I) each share of Company Class A Common Stock is entitled to 1 vote per share, whereas each share of Company Class B Common Stock is entitled to 10 votes per share; (II) the Company Class A Common Stock is not convertible into another security, whereas the Company Class B Common Stock is convertible into shares of Company Class A Common Stock on a one-for-one basis; and (III) the Company Class B Common Stock is subject to certain transfer restrictions to which the Company Class A Common Stock is not subject. The Company has not taken any action or made any determination, pursuant to Section 7(i4.5(a) of the Company Certificate Disclosure Letter contains a true, correct and complete list of Incorporationeach Performance Share Award, that PSU Award, RSU Award, Promised RSU Award and Stock Appreciation Right outstanding as of the restrictions close of business on transfer January 4, 2019, and, with respect to each such award, the number of Company Shares underlying the award (or promised award) or, if applicable, the dollar-denominated value of such award (or promised award), the applicable vesting schedule (including performance-vesting goals), payment schedule and, with respect to Stock Appreciation Rights, the applicable exercise price and expiration date. Except for the Significant Shareholders, no Person holds any Class B Shares. All Stock Appreciation Rights outstanding on the date hereof are fully vested pursuant to their terms as of January 1, 2019. (b) No bonds, debentures, notes or other provisions set forth in Section 7 of the Company Certificate of Incorporation have a material adverse effect on liquidityindebtedness, marketability or market value of the outstanding shares of Company Class A Common Stock. Other than as set forth in the first sentence of this Section 5.4 or in the Company SEC Documents filed prior to the date hereof, there are no 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 of any securities of the Company, nor are there outstanding any securities that are convertible into or exchangeable for any shares of Company capital stock, 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 its predecessors. The issuance and sale of all of the shares of capital stock described in this Section 5.4 have been in compliance in all material respects with United States federal and state securities laws. Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company has not agreed to register any securities under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "SECURITIES ACT") or under any state securities law or granted registration rights to any Person. Except as set forth in the Company SEC Documents filed prior to the date hereof, there are no outstanding stock-appreciation rights, security-based performance units, "phantom" stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute obligations of the Company or any of its Subsidiaries having the right to vote (or assets convertible into or calculated exercisable for securities having the right to vote) on any matters on which holders of Company Shares may vote are, or as of the Effective Time will be, issued or outstanding. (c) Except as set forth in accordance therewith Section 4.5(a) of the Company Disclosure Letter, there are no (i) outstanding options, warrants, rights, or other than ordinary course payments securities convertible into or commissions to sales representatives exchangeable or exercisable for shares of the Company), “phantom” equity rights, equity appreciation rights, profit participation rights, equity-based performance units or any other commitments or agreements providing for the issuance, sale, repurchase or redemption of shares of the Company, (ii) agreements of any kind which may obligate the Company to issue, purchase, redeem or otherwise acquire any of its shares or (iii) voting trusts, proxies or other agreements or understandings with respect to the voting shares of shares of the Company.

Capitalization of the Company. As of July 26, 2002the date of this Agreement, the Company's authorized capital stock consisted solely of the Company consists of (i) 50,000,000 580,000,000 shares of Common Stock of the Company, par value $0.01 per share (“Company Common Stock”), of which (a) 520,000,000 shares are designated Class A Common Stock (“Company Class A Common Stock, of which (A) 18,461,599 shares were issued and outstanding, (B) no shares were issued and held in treasury, (C) 2,422,724 shares were reserved for issuance upon the exercise of Company Options”), and (Db) 1,477,276 60,000,000 shares were reserved for future issuance under the existing plans of the Company that provide for the issuance of Company Options; provided that, in the case of clauses (C) and (D), since July 26, 2002, the Company has not reserved any additional shares of Company are designated Class A B Non-Voting Common Stock for issuance upon the exercise of Company Options, (ii) 20,000,000 shares of “Company Class B Common Stock, of which (X) 5,255,210 shares were issued and outstanding and (Y) 94,858 shares were reserved for issuance upon the exercise of Company Options; provided that since July 26, 2002, the Company has not reserved any additional shares of Company Class B Common Stock for issuance upon the exercise of Company Options”), and (iiiii) 1,000,000 70,000,000 shares of preferred stock, par value $0.01 per shareshare (“Company Preferred Stock”), of which no (w) 1,000,000 shares were issued and outstanding. Each outstanding share of Company capital stock is duly authorizedare designated Series A Convertible Preferred Stock, validly issued(x) 50,000,000 shares are designated Series B Preferred Stock, fully paid and nonassessable(y) 3,000,000 shares are designated Series C Convertible Preferred Stock, and has not been issued in violation (z) 16,000,000 shares are designated Series D Convertible Preferred Stock. As of any preemptive or similar rights. The Company Class A Common Stock and the Company Class B Common Stock are identical in all respects except that close of business on October 31, 2006, (IA) each share of Company Class A Common Stock is entitled to 1 vote per share, whereas each share of Company Class B Common Stock is entitled to 10 votes per share; (II) the Company Class A Common Stock is not convertible into another security, whereas the Company Class B Common Stock is convertible into 65,112,383 shares of Company Class A Common Stock on a one-for-one basis; were issued and (III) the Company Class B Common Stock is subject to certain transfer restrictions to which the Company Class A Common Stock is not subject. The Company has not taken any action or made any determination, pursuant to Section 7(i) of the Company Certificate of Incorporation, that the restrictions on transfer or other provisions set forth in Section 7 of the Company Certificate of Incorporation have a material adverse effect on liquidity, marketability or market value of the outstanding 63,454,910 shares of Company Class A Common Stock. Other than as set forth in the first sentence Stock were outstanding, (B) 1,657,473 shares of this Section 5.4 or in Company Class A Common Stock were held by the Company SEC Documents filed in its treasury, (C) no shares of Company Class A Common Stock were reserved for issuance pursuant to any outstanding option, warrant or other convertible security, except for 7,926,099 shares of Company Class A Common Stock issuable upon conversion of the outstanding Company Class B Common Stock, (D) 7,926,099 shares of Company Class B Common Stock were issued and outstanding (all of which shall be converted into Company Class A Common Stock prior to the Effective Time), and (E) no shares of Company Preferred Stock were issued or outstanding. All of the issued and outstanding shares of Company Common 6 Stock are duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights. As of the date hereofof this Agreement, there is no existing option, warrant, call, right, or contract of any character to which the Company is a party requiring, and, except for the Company Class B Common Stock, there are no 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 of any securities of the CompanyCompany outstanding which upon conversion or exchange would require, nor are there outstanding any securities that are convertible into or exchangeable for the issuance of any shares of Company capital stockCommon Stock or other securities convertible into, and neither the Company nor any of its subsidiaries has any obligation of any kind to issue any additional securities or to pay exchangeable for or repurchase any securities of evidencing the right to subscribe for or purchase Company or its predecessors. The issuance and sale of all of the shares of capital stock described in this Section 5.4 have been in compliance in all material respects with United States federal and state securities laws. Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company has not agreed to register any securities under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "SECURITIES ACT") or under any state securities law or granted registration rights to any Person. Except as set forth in the Company SEC Documents filed prior to the date hereof, there are no outstanding stock-appreciation rights, security-based performance units, "phantom" stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company)Common Stock.

Capitalization of the Company. (a) As of July 26, 2002the date of this Agreement, the Company's authorized capital stock consisted solely of the Company consists of 100,000,000 shares of Company Common Stock and 10,000,000 shares of Preferred Stock, par value $0.01 per share (“Company Preferred Stock”). As of the close of business on May 25, 2007, (i) 50,000,000 28,898,100 shares of Company Class A Common Stock, Stock were issued and outstanding and 377,678 shares of which (A) 18,461,599 shares restricted stock were issued and outstanding, (Bii) no shares of Company Preferred Stock were issued and outstanding, (iii) 1,162,226 shares of Company Common Stock and no shares of Company Preferred Stock were held in treasury, (C) 2,422,724 treasury by the Company or by subsidiaries of the Company and 5,738,033 shares of Company Common Stock were reserved for issuance upon under the exercise Company Incentive Plans. All of the issued and outstanding shares of Company OptionsCommon Stock have been duly authorized and validly issued and are fully paid, nonassessable and (D) 1,477,276 free of preemptive rights, with no personal liability attaching to the ownership thereof. As of the date of this Agreement, except as set forth on the first sentence of this Section 4.4(a), the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, preemptive rights, commitments or agreements of any character calling for the purchase or issuance of any shares were reserved for future issuance under the existing plans of Company Common Stock or any other equity securities of the Company that provide for or any securities representing the issuance right to purchase or otherwise receive any shares of Company Options; provided thatCommon Stock. Since the close of business on May 25, in 2007 through the case date of clauses (C) and (D), since July 26, 2002this Agreement, the Company has not reserved issued any additional shares of Company Class A Common Stock its capital stock or any securities convertible into or exercisable for issuance upon any shares of its capital stock, other than pursuant to the exercise of stock options granted pursuant to the Company Options, (iiIncentive Plans prior to such date. Section 4.4(a) 20,000,000 shares of the Company Disclosure Schedule sets forth a list of Company Class B Common StockOptions as of the close of business on April 8, 2007, including the date as of which (X) 5,255,210 shares were issued and outstanding and (Y) 94,858 shares were reserved for issuance upon the exercise of each Company Options; provided that since July 26, 2002Option was granted, the number of shares subject to each such Company has not reserved Option at April 8, 2007 (i.e., the original amount less exercises and any additional shares cancellations), the expiration date of each such Company Class B Common Stock for issuance upon Option and the exercise price at which each such Company Option may be exercised. (b) None of Company Options, and (iii) 1,000,000 shares the Company’s subsidiaries owns any capital stock of preferred stock, par value $0.01 per share, of which no shares were issued and outstandingthe Company. Each outstanding share of the Company capital stock is is, and each share of the Company capital stock that may be issued will be, when issued, duly authorized, authorized and validly issued, fully paid and nonassessable, and has not been issued in violation of subject to any preemptive or similar rights. The Company Class A Common Stock and the Company Class B Common Stock are identical in all respects except that (I) each share of Company Class A Common Stock is entitled to 1 vote per share, whereas each share of Company Class B Common Stock is entitled to 10 votes per share; (II) the Company Class A Common Stock is not convertible into another security, whereas the Company Class B Common Stock is convertible into shares of Company Class A Common Stock on a one-for-one basis; and (III) the Company Class B Common Stock is subject to certain transfer restrictions to which the Company Class A Common Stock is not subject. The Company has not taken any action or made any determination, pursuant to Section 7(i) of the Company Certificate of Incorporation, that the restrictions on transfer or other provisions set forth in Section 7 of the Company Certificate of Incorporation have a material adverse effect on liquidity, marketability or market value of the outstanding shares of Company Class A Common Stock. Other than as set forth in the first sentence of this Section 5.4 or in the Company SEC Documents filed prior to the date hereof, there are no 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 of any securities of the Company, nor are there outstanding any securities that are convertible into or exchangeable for any shares of Company capital stock, 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 its predecessors. The issuance and sale of all of the shares of capital stock described in this Section 5.4 4.4 have been in material compliance in all material respects with United States federal and state securities laws. Except as set forth in on Section 4.4(b) to the Company SEC Documents filed prior to the date hereofDisclosure Schedule, neither the Company nor any of its subsidiaries has not agreed to register any securities under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "SECURITIES ACT") or under any state securities law or granted registration rights to any Person. Except as set forth in the Company SEC Documents filed prior to the date hereof, there are no outstanding stock-appreciation rights, security-based performance units, "phantom" stock individual or other security rights or other agreements, arrangements or commitments entity; complete and correct copies of any character (contingent or otherwise) pursuant such agreements have previously been provided to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company).Parent. 21

Capitalization of the Company. (a) As of July 26, 2002the date of this Agreement, the Company's authorized capital stock consisted solely of the Company consists of 100,000,000 shares of Company Common Stock and 10,000,000 shares of Preferred Stock, par value $0.01 per share (“Company Preferred Stock”). As of the close of business on May 25, 2007, (i) 50,000,000 28,898,100 shares of Company Class A Common Stock, Stock were issued and outstanding and 377,678 shares of which (A) 18,461,599 shares restricted stock were issued and outstanding, (Bii) no shares of Company Preferred Stock were issued and outstanding, (iii) 1,162,226 shares of Company Common Stock and no shares of Company Preferred Stock were held in treasury, (C) 2,422,724 treasury by the Company or by subsidiaries of the Company and 5,738,033 shares of Company Common Stock were reserved for issuance upon under the exercise Company Incentive Plans. All of the issued and outstanding shares of Company OptionsCommon Stock have been duly authorized and validly issued and are fully paid, nonassessable and (D) 1,477,276 free of preemptive rights, with no personal liability attaching to the ownership thereof. As of the date of this Agreement, except as set forth on the first sentence of this Section 4.4(a), the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, preemptive rights, commitments or agreements of any character calling for the purchase or issuance of any shares were reserved for future issuance under the existing plans of Company Common Stock or any other equity securities of the Company that provide for or any securities representing the issuance right to purchase or otherwise receive any shares of Company Options; provided thatCommon Stock. Since the close of business on May 25, in 2007 through the case date of clauses (C) and (D), since July 26, 2002this Agreement, the Company has not reserved issued any additional shares of Company Class A Common Stock its capital stock or any securities convertible into or exercisable for issuance upon any shares of its capital stock, other than pursuant to the exercise of stock options granted pursuant to the Company Options, (iiIncentive Plans prior to such date. Section 4.4(a) 20,000,000 shares of the Company Disclosure Schedule sets forth a list of Company Class B Common StockOptions as of the close of business on April 8, 2007, including the date as of which (X) 5,255,210 shares were issued and outstanding and (Y) 94,858 shares were reserved for issuance upon the exercise of each Company Options; provided that since July 26, 2002Option was granted, the number of shares subject to each such Company has not reserved Option at April 8, 2007 (i.e., the original amount less exercises and any additional shares cancellations), the expiration date of each such Company Class B Common Stock for issuance upon Option and the exercise price at which each such Company Option may be exercised. (b) None of Company Options, and (iii) 1,000,000 shares the Company’s subsidiaries owns any capital stock of preferred stock, par value $0.01 per share, of which no shares were issued and outstandingthe Company. Each outstanding share of the Company capital stock is is, and each share of the Company capital stock that may be issued will be, when issued, duly authorized, authorized and validly issued, fully paid and nonassessable, and has not been issued in violation of subject to any preemptive or similar rights. The Company Class A Common Stock and the Company Class B Common Stock are identical in all respects except that (I) each share of Company Class A Common Stock is entitled to 1 vote per share, whereas each share of Company Class B Common Stock is entitled to 10 votes per share; (II) the Company Class A Common Stock is not convertible into another security, whereas the Company Class B Common Stock is convertible into shares of Company Class A Common Stock on a one-for-one basis; and (III) the Company Class B Common Stock is subject to certain transfer restrictions to which the Company Class A Common Stock is not subject. The Company has not taken any action or made any determination, pursuant to Section 7(i) of the Company Certificate of Incorporation, that the restrictions on transfer or other provisions set forth in Section 7 of the Company Certificate of Incorporation have a material adverse effect on liquidity, marketability or market value of the outstanding shares of Company Class A Common Stock. Other than as set forth in the first sentence of this Section 5.4 or in the Company SEC Documents filed prior to the date hereof, there are no 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 of any securities of the Company, nor are there outstanding any securities that are convertible into or exchangeable for any shares of Company capital stock, 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 its predecessors. The issuance and sale of all of the shares of capital stock described in this Section 5.4 4.4 have been in material compliance in all material respects with United States federal and state securities laws. Except as set forth in on Section 4.4(b) to the Company SEC Documents filed prior to the date hereofDisclosure Schedule, neither the Company nor any of its subsidiaries has not agreed to register any securities under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "SECURITIES ACT") or under any state securities law or granted registration rights to any Person. Except as set forth in the Company SEC Documents filed prior to the date hereof, there are no outstanding stock-appreciation rights, security-based performance units, "phantom" stock individual or other security rights or other agreements, arrangements or commitments entity; complete and correct copies of any character (contingent or otherwise) pursuant such agreements have previously been provided to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company)Parent.

Capitalization of the Company. As of July 26, 2002, the Company's (i) The authorized capital stock consisted solely of the Company consists of (i) 50,000,000 100,000,000 shares of Company preferred stock, par value, $0.01 per share (the “Preferred Stock”), (ii) 1,000,000,000,000 shares of Class A Common Stock, and (iii) 1,000,000 shares of which Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”). As of July 31, 2008, (A) 18,461,599 no shares of Preferred Stock were issued and outstanding, (B) no 12,050,671 shares of Class A Common Stock (including shares of Class A Common Stock subject to vesting or other lapse restrictions (“Restricted Stock”)) were issued and held in treasuryoutstanding, (C) 2,422,724 51 shares of Class B Common Stock were reserved for issuance upon the exercise of Company Optionsissued and outstanding, and (D) 1,477,276 5,522,266 shares of Class A Common Stock were reserved pursuant to the terms of restricted stock units entitling the holder thereof to shares of Class A Common Stock (“RSUs”). From the close of business on August 8, 2008 until the date of this Agreement, no shares of Preferred Stock, Class A Common Stock or Class B Common Stock have been issued, except for future issuance under shares of Class A Common Stock issued pursuant to the existing plans terms of RSUs, and no options or RSUs have been granted. All the issued and outstanding shares of capital stock of the Company that provide for have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of, or subject to, any preemptive, subscription or other right (contingent or otherwise) or other similar rights of any other Person to purchase or acquire any capital stock of the issuance Company. The issued and outstanding shares of capital stock of the Company Options; provided thatare uncertificated. (ii) Except as set forth in subparagraph (i) above or pursuant to the Ancillary Agreements, in the case Partnership Agreement or the Company Organizational Documents, as of clauses the date of this Agreement, (CA) and there are no outstanding or authorized shares of capital stock or other voting securities of the Company or securities convertible or exchangeable into shares of capital stock or other voting securities of the Company, (D), since July 26, 2002, B) the Company has not reserved any additional shares of Company Class A Common Stock for issuance upon the exercise of Company Options, (ii) 20,000,000 shares of Company Class B Common Stock, of which (X) 5,255,210 shares were issued and outstanding and (Y) 94,858 shares were reserved for issuance upon the exercise of Company Options; provided that since July 26, 2002, the Company has not reserved any additional shares of Company Class B Common Stock for issuance upon the exercise of Company Options, and (iii) 1,000,000 shares of preferred stock, par value $0.01 per share, of which no shares were issued and outstanding. Each outstanding share of Company capital stock is duly authorized, validly issued, fully paid and nonassessable, and has not been issued in violation of any preemptive or similar rights. The Company Class A Common Stock and the Company Class B Common Stock are identical in all respects except that (I) each share of Company Class A Common Stock is entitled to 1 vote per share, whereas each share of Company Class B Common Stock is entitled to 10 votes per share; (II) the Company Class A Common Stock is not convertible into another security, whereas the Company Class B Common Stock is convertible into shares of Company Class A Common Stock on a one-for-one basis; and (III) the Company Class B Common Stock is subject to certain transfer restrictions to which the Company Class A Common Stock is not subject. The Company has not taken bound by any action or made any determination, pursuant to Section 7(i) of the Company Certificate of Incorporation, that the restrictions on transfer or other provisions set forth in Section 7 of the Company Certificate of Incorporation have a material adverse effect on liquidity, marketability or market value of the outstanding shares of Company Class A Common Stock. Other than as set forth in the first sentence of this Section 5.4 or in the Company SEC Documents filed prior to the date hereof, there are no outstanding subscriptions, options, warrants, puts, calls, agreementsconvertible or exchangeable securities, understandingsrights, claims or other commitments or rights agreements of any type relating to character providing for the issuance, sale, repurchase issuance or transfer disposition of any shares of capital stock or voting securities of the Company, nor and (C) there are there no outstanding any securities that are convertible into or exchangeable for any shares of Company capital stock, 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 obligations of the Company to repurchase, redeem or its predecessors. The issuance and sale of all of the otherwise acquire any shares of capital stock described in this Section 5.4 have been in compliance in all material respects with United States federal and state or voting securities laws(or any options, warrants or other rights to acquire any shares of capital stock or voting securities) of the Company. Except as set forth in contemplated by the Ancillary Agreements, the Partnership Agreement and the Company SEC Documents filed prior to the date hereof, the Company has not agreed to register any securities under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "SECURITIES ACT") or under any state securities law or granted registration rights to any Person. Except as set forth in the Company SEC Documents filed prior to the date hereofOrganizational Documents, there are no outstanding stock-appreciation rightsstockholder, security-based performance units, "phantom" stock voting or other security agreements relating to the rights or other agreements, arrangements or commitments and obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives stockholders of the Company).

Capitalization of the Company. As of July 26, 2002(i) Immediately prior to the transactions contemplated hereby, the Company's authorized capital stock consisted solely of (i) 50,000,000 the Company consists of: 22,000,000 shares of Company Class A Common Stock, of which (A) 18,461,599 as of the date hereof, 4,159,253 shares were are issued and outstanding, (B) no shares were issued and held in treasury, (C) 2,422,724 shares were reserved for issuance upon the exercise of Company Options, and (D) 1,477,276 shares were reserved for future issuance under the existing plans of the Company that provide for the issuance of Company Options; provided that, in the case of clauses (C) and (D), since July 26, 2002, the Company has not reserved any additional 3,000,000 shares of Company Class A Common Stock for issuance upon the exercise of Company Options, (ii) 20,000,000 shares of Company Class B Common Stock, of which (X) 5,255,210 shares were issued and outstanding and (Y) 94,858 shares were reserved for issuance upon the exercise of Company Options; provided that since July 26, 2002, the Company has not reserved any additional shares of Company Class B Common Stock for issuance upon the exercise of Company Options, and (iii) 1,000,000 shares of preferred stock, no par value $0.01 per share("CLASS B COMMON STOCK"), of which no as of the date hereof, 2,050,701 shares were -------------------- are issued and outstanding; and 3,000,000 shares of Preferred Stock, of which as of the date hereof, 1,222,221 shares have been issued in series designated as the Series A Redeemable Convertible Preferred Stock, and are issued and outstanding. Each outstanding share of Company capital stock is duly authorized, validly issued, fully paid and nonassessable, and has not been issued in violation of any preemptive or similar rights. (The Company Class A Common Stock and the Company Class B Common Stock are identical in all respects except that (Iherein sometimes collectively referred to as the "COMPANY COMMON STOCK" and the -------------------- Preferred Stock is sometimes referred to as the "COMPANY PREFERRED STOCK".) each share All ----------------------- of the issued and outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized, validly issued and are fully paid, nonassessable and free of preemptive rights, except as set forth in the Company Disclosure Schedule. As the date hereof, approximately 434,200 shares of Class A Common Stock is entitled are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options to 1 vote per share, whereas each share of Company Class B Common Stock is entitled to 10 votes per share; (II) the Company purchase Class A Common Stock is not convertible into another security, whereas ("COMPANY OPTIONS") issued pursuant to the Company Class B Common Stock is convertible into Plans --------------- and 833,611 shares of Company Class A Common Stock are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding warrants to purchase Class A Common Stock ("COMPANY WARRANTS"). ---------------- Except as described in the Company Filed SEC Reports and as disclosed in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, since January 31, 1996 no shares of the Company's capital stock have been issued other than pursuant to the exercise of Company Options already in existence on a one-for-one basis; such date, and, except as set forth in the Company Disclosure Schedule, since January 31, 1996, no stock options have been granted by the Company. Except as set forth above or in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are outstanding no shares of capital stock or other voting securities of the Company, no securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock or voting securities of the Company, no options, warrants or other rights 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 exchangeable for capital stock or voting securities of the Company, no equity equivalents, interests in the ownership or earnings of the Company or any Company Subsidiary or other similar rights (including stock appreciation rights) (the items listed in subclauses (i), (ii), (iii) and (IIIiv) being referred to, collectively, as "COMPANY SECURITIES") and (v) ------------------ no obligations of the Company Class B Common Stock is subject or any Company Subsidiary to certain transfer restrictions repurchase, redeem or otherwise acquire any Company Securities. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no shareholder agreements, voting trusts or other agreements or understandings to which the Company Class A Common Stock is not subjecta party or to which it is bound relating to the voting or registration of any shares of capital stock of the Company. The Company has not taken any action that would result in any Company Stock Options that are unvested becoming vested in connection with or made any determination, pursuant to Section 7(i) as a result of the Company Certificate execution and delivery of Incorporation, that this Agreement or the restrictions on transfer or other provisions set forth in Section 7 consummation of the Company Certificate of Incorporation have a material adverse effect on liquidity, marketability or market value of the outstanding shares of Company transactions contemplated hereby. (ii) The Class A Common Stock. Other than as set forth in Stock constitutes the first sentence only class of this Section 5.4 or in the Company SEC Documents filed prior to the date hereof, there are no 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 of any securities of the Company, nor are there outstanding any securities that are convertible into or exchangeable for any shares of Company capital stock, 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 its predecessors. The issuance and sale of all of the shares of capital stock described in this Section 5.4 have been in compliance in all material respects with United States federal and state securities laws. Except as set forth in the any Company SEC Documents filed prior Subsidiary registered or required to the date hereof, the Company has not agreed to register any securities be registered under the Securities Exchange Act of 19331934, as amended (together with the rules and regulations thereunder, the "SECURITIES EXCHANGE ACT") or under any state securities law or granted registration rights to any Person). Except as set forth in the Company SEC Documents filed prior to the date hereof, there are no outstanding stock-appreciation rights, security-based performance units, "phantom" stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company).------------