Common use of Capitalization Clause in Contracts

Capitalization. The authorized capital stock of Company consists of 100,000,000 Shares and 2,000,000 shares of Preferred Stock, par value $1.00 per share (the "Preferred Stock"). As of June 11, 1997, (i) 38,994,413 Shares were issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matter.

Capitalization. The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 64,000,000 shares of Preferred Stock, par value $1.00 per share Company Common Stock and 1,000,000 shares of preferred stock (the "Company Preferred Stock"). As of June 11September 1, 1997, (i) 38,994,413 Shares were 28,738,196 shares of Company Common Stock are issued and outstanding (excluding Shares outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Company in treasuryWachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined 2,568,604 shares of Company Common Stock are held in Section 6.14) the treasury of the Company, ; (iii) 178,518 Shares were 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012the instruments pursuant to which they are issuable, (iv) will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares or any capital stock of Series B Preferred Stock were any Company Subsidiary. Each outstanding (excluding Rights attached to Shares held by share of capital stock of each Company in its treasury). All of the issued and outstanding Shares are Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of preemptive all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. There are not nowNeither the Company nor any Company Subsidiary directly or indirectly owns, and at or has agreed to purchase or otherwise acquire, 5% or more of the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any optionscorporation, warrantspartnership, subscriptions, calls, rights, convertible securities joint venture or other agreements business association or commitments obligating Company to issueentity, transfer or sell any shares assuming for such purpose the conversion of its all securities convertible into such capital stock or other issued or unissued capital stock or other securities of held by the Company or any Company Subsidiary except as set forth above (including upon and the exercise of the all warrants, options and Rights and conversion other rights of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any matterCompany Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiary.

Capitalization. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of (i) 100,000,000 Shares and 2,000,000 shares of Preferred Company Common Stock, (ii) 50,000,000 shares of Company Class B Common Stock, and (iii) 25,000,000 shares of preferred stock, par value $1.00 0.01 per share (the "Company Preferred Stock"). As of June 11April 30, 19971998, (i) 38,994,413 Shares there were issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no 6,897,008 shares of Preferred Company Common Stock were outstanding, and (v) Rights to purchase 389,945 15,423,859 shares of Series Company Class B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)Common Stock. All of the issued and such outstanding Shares shares are duly authorized, validly issued, issued and fully paid and nonassessable and free nonassessable. Since April 30, 1998 no shares of preemptive rightsCompany Stock have been issued except upon exercise of options outstanding on such date or restricted stock or purchases pursuant to the Employee Stock Purchase Plan. There are not now, and at the Effective Time there will not be, any no shares of Company Preferred Stock issued and outstanding. There are no preemptive or other similar rights available to the existing holders of the capital stock of the Company. Other than options, restricted stock and shares granted or issuable pursuant to the Employee Stock Purchase Plan, the Company issued Option Plans, and the Company's restricted stock plan, or other than as contemplated by this Agreement, there are no outstanding or any options, warrants, subscriptionsrights, puts, calls, rightscommitments, convertible securities or other agreements Contracts issued by or commitments obligating binding upon the Company to issueor any of its Subsidiaries requiring or providing for, and there are no outstanding debt or equity securities of the Company or its Subsidiaries which, upon the conversion, exchange or exercise thereof, would require or provide for, the issuance, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of sale by the Company or any Company Subsidiary except as set forth above of its Subsidiaries of any new or additional equity interests in the Company, PBC or the Broadcasting Subsidiaries (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of the Company will which, with notice, lapse of time or payment of monies, are or would be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable or exchangeable for securities having equity interests in the right Company, PBC or the Broadcasting Subsidiaries). Except for the Voting Trust Agreement, dated June 19, 1995 (as it may be amended to vote) permit conversion of Company Class B Common Stock to Company Common Stock in accordance with the stockholders Company's certificate of incorporation), between certain holders of the Company Class B Common Stock and the Trustees (as defined therein), and except as otherwise contemplated by this Agreement, there are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary on any matterof its Subsidiaries is a party with respect to the voting of capital stock of the Company.

Capitalization. The authorized capital stock of Company the Acquiror consists of 100,000,000 Shares and 2,000,000 600,000,000 shares: 500,000,000 shares of Preferred Stockthe Acquiror’s Common Stock are authorized, par value $1.00 per share (0.0001, of which 20,596,546 shares are issued and outstanding; 100,000,000 shares of the "Acquiror’s Preferred Stock")Stock are authorized, par value $0.0001, of which none are issued or outstanding. As of June 11, 1997, (i) 38,994,413 Shares were All issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred the Acquiror’s Common Stock were outstandingimmediately prior to the consummation of the transactions contemplated by the Agreement of Sale, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares Share Exchange are duly authorized, validly issued, fully paid and nonassessable nonassessable, and free have not been issued in violation of any preemptive or similar rights. At the Closing Date, the Acquiror will have sufficient authorized and unissued Acquiror’s Common Stock to consummate the transactions contemplated hereby. There are not nowno outstanding options, and at warrants, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities or contracts that could require the Effective Time there will not beAcquiror to issue, sell or otherwise cause to become outstanding any of its authorized but unissued shares of capital stock of Company issued or outstanding or any optionssecurities convertible into, warrants, subscriptions, calls, rights, convertible securities exchangeable for or other agreements carrying a right or commitments obligating Company option to issue, transfer or sell any purchase shares of its capital stock or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of capital stock. There are no outstanding stockholders’ agreements, voting trusts or arrangements, registration rights agreements, rights of first refusal or other issued or unissued contracts pertaining to the capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion Acquiror. The issuance of all of the convertible debentures referred to above). Immediately prior to the consummation shares of Acquiror’s Common Stock described in this Section 4.08(a) have been in compliance with U.S. federal and state securities laws and state corporate laws and no stockholder of the Amended Offer, no Shares, Preferred Shares, Preferred Stock Acquiror has any right to rescind or bring any other claim against the Acquiror for failure to comply under the Securities Act, or state securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterlaws.

Capitalization. The As of the date of this Agreement, the authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 550,000,000 shares of Preferred StockCommon Stock and 50,000,000 shares of preferred stock, par value $1.00 .01 per share share, of which 1,200,000 shares have been designated Company Redeemable Preferred Stock and 1,688,000 shares have been designated Series A Junior Participating Preferred Stock (the "Series A Junior Preferred Stock"). As of June 11the date of this Agreement, 1997there were outstanding 293,000 Warrants, (i) 38,994,413 Shares each representing the right to purchase 35 shares of Company Common Stock at an exercise price of $9.50 per share. As of August 17, 2000, there were 193,990,737 outstanding shares of Company Common Stock, 16,411,563 shares of Company Common Stock reserved for issuance upon exercise of outstanding Company Options, 10,255,000 shares of Company Common Stock reserved for issuance upon exercise of the outstanding Warrants, 356,961.01 outstanding shares of Company Redeemable Preferred Stock and no outstanding shares of Series A Junior Preferred Stock. All such issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Company Common Stock and Company Redeemable Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares are duly authorized, validly issued, fully paid and paid, nonassessable and free of preemptive rights. There One right to purchase Series A Junior Preferred Stock (each, a "Company Right") issued pursuant to the Rights Agreement, dated as of December 23, 1997 (the "Company Rights Agreement"), as amended, between the Company and American Stock Transfer and Trust Company is associated with and attached to each outstanding share of Company Common Stock. As of the date of this Agreement, except as set forth in this Section 5.3, there are not now, and at the Effective Time there will not be, any no outstanding shares of capital stock of Company issued or outstanding or any and there are no options, warrants, subscriptions, calls, rightssubscriptions, convertible securities or other rights, agreements or commitments obligating which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other voting securities of the Company or any of its Subsidiaries. The Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, has no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company or any Company Subsidiary on any matter.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 300,000,000 shares of Preferred Company Common Stock, of which, as of February 14, 2007 (the “Company Capitalization Date”), 136,081,787 shares were issued and outstanding, which includes all shares of restricted stock issued under the Company Stock Plans and outstanding as of the Company Capitalization Date, and 25,000,000 shares of preferred stock, par value $1.00 per share 0.10 (the "“Company Preferred Stock"”), of which, as of the Company Capitalization Date, no shares were issued and outstanding. As of June 11the Company Capitalization Date, 1997no more than 5,640,533 shares of Company Common Stock were held in the Company’s treasury. As of the date hereof, no shares of Company Common Stock or Company Preferred Stock were reserved for issuance except for (i) 38,994,413 Shares were issued 7,220,167 shares of Company Common Stock reserved for issuance upon the exercise of Company Stock Options pursuant to the Company Stock Plans, and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no 140,350 shares of Preferred Company Common Stock were outstanding, and (v) Rights issuable pursuant the Company’s commitments under earn-out provisions related to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held acquisitions by Company in its treasury)the Company. All of the issued and outstanding Shares shares of Company Common Stock have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise As of the options and Rights and conversion date of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offerthis Agreement, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have indebtedness having the right to vote on any matters on which shareholders may vote (“Voting Debt”) of the Company are issued or are convertible into outstanding. As of the date of this Agreement, except pursuant to this Agreement, the Company Stock Plans and the Company Benefit Plans, and the earn-outs described above in this Section, the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or exercisable agreements of any character calling for the purchase or issuance of, or the payment of any amount based on, any shares of Company Common Stock, Voting Debt or any other equity securities having of the Company or any securities representing the right to vote) with purchase or otherwise receive any shares of Company Common Stock, Voting Debt or any other equity securities of the stockholders Company or any Company Subsidiary. As of the date of this Agreement, except pursuant to the Company Stock Plans, there are no contractual obligations of the Company or any Company Subsidiary (x) to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any equity security of the Company or any Company Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of the Company or any Company Subsidiary or (y) pursuant to which the Company or any Company Subsidiary is or could be required to register shares of Company capital stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”). Since the Company Capitalization Date through the date hereof, the Company has not (A) issued or repurchased any shares of Company Common Stock, Company Preferred Stock, Voting Debt or other equity securities of the Company other than the issuance of shares of Company Common Stock in connection with the exercise of stock options to purchase Company Common Stock granted under the Company Stock Plans that were outstanding on the Company Capitalization Date or (B) issued or awarded any matteroptions, restricted shares or any other equity based awards under any of the Company Stock Plans.

Capitalization. The authorized capital stock of Company Mykrolis consists solely of 100,000,000 Shares the following: (i) 250,000,000 shares of Mykrolis Common Stock, of which, as of February 1, 2005, 41,961,602 shares were issued and 2,000,000 outstanding; and (ii) 5,000,000 shares of Preferred Stock, $.01 par value $1.00 per share (the "“Mykrolis Preferred Stock"”). As , of June 11which, 1997as of the date of this Agreement, (i) 38,994,413 Shares were none is issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no outstanding. No shares of Preferred Mykrolis Common Stock were outstanding, and (v) Rights to purchase 389,945 shares are held in the treasury of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)Mykrolis. All of the issued and outstanding Shares are shares of capital stock of Mykrolis and each of its corporate Subsidiaries, and all of the limited liability company interests of each of its limited liability company Subsidiaries, have been duly authorized, authorized and validly issued, are fully paid and nonassessable (in the case of such capital stock), and free were not granted in violation of any statutory preemptive rights. There As of the date of this Agreement, there are not nowno outstanding subscriptions, and at the Effective Time there will not beoptions, warrants, rights, calls, or other agreements or commitments of any character pursuant to which Mykrolis or any of its Subsidiaries is or may become obligated to issue, sell, transfer, or otherwise dispose of, or purchase, redeem, or otherwise acquire, any shares of capital stock of Company issued of, or outstanding other equity interests in, Mykrolis or any optionsof its Subsidiaries, warrantsand there are no outstanding securities convertible into or exchangeable for any such capital stock or other equity interests, subscriptionsexcept for (i) options to purchase up to an aggregate of 6,809,003 shares of Mykrolis Common Stock at the exercise prices set forth in the Mykrolis Disclosure Schedule, calls(ii) the Common Stock Rights Agreement, dated as of November 29, 2001, between Mykrolis and Equiserve Trust Company, N.A., as Rights Agent, as amended (the “Mykrolis Rights Agreement”) pursuant to which each outstanding share of Mykrolis Common Stock has attached to it certain rights (the “Mykrolis Rights”) to purchase one share of Mykrolis Common Stock, at a purchase price of $130 per share (subject to adjustment), and (iii) rights of participants to purchase shares of Mykrolis Common Stock pursuant to the Employee Stock Purchase Plan of Mykrolis (the “Mykrolis Employee Stock Purchase Plan”). There are no preemptive rights, convertible rights of first refusal, rights of first offer, or any similar rights granted by Mykrolis or any of its Subsidiaries with respect to the securities of Mykrolis or other any of its Subsidiaries. As of the date of this Agreement, there are no stock appreciation rights, phantom stock rights, or performance shares outstanding with respect to Mykrolis or any of its Subsidiaries or similar agreements or commitments obligating Company Mykrolis or any Subsidiary of Mykrolis to issuemake cash payments pursuant to any stock based or stock related plan based upon the market price performance of Mykrolis Common Stock. Mykrolis owns, transfer directly or sell indirectly, all of the issued and outstanding shares of capital stock or limited liability company interests of every class of each of its Subsidiaries, free and clear of all Liens, security interests, pledges, charges, and other encumbrances. The Mykrolis Disclosure Schedule contains a complete and correct list of each corporation, limited liability company, partnership, joint venture, or other business association in which Mykrolis has any shares direct or indirect equity ownership interest, including the nature of the equity interest held by Mykrolis therein. There are no voting trusts or agreements or arrangements to which Mykrolis or any of its Subsidiaries is a party or of which Mykrolis otherwise has knowledge with respect to the voting of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterstock.

Capitalization. The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 90,000,000 shares of Preferred StockCompany Common Stock and 20,000,000 shares of preferred stock, $1.00 par value $1.00 per share (the "Company Preferred Stock"). As of June 11, 1997, (i) 38,994,413 Shares were issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation Effective Time and after any action required to be taken by Company stockholders with respect to the Merger and the Recapitalization, the authorized capital stock of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance 60,000,000 shares of Company Common Stock 40,000,000 shares of Class B Common Stock and 20,000,000 shares of Company Preferred Stock. As of December 31, 1996, there were 59,649,406 shares of Company Common Stock, and no shares of Company Preferred Stock, issued and outstanding and 2,246,600 shares of Company Common Stock held in the Company's treasury. Since such date, (i) no additional shares of capital stock of the Company have been issued, except pursuant to (a) the Rights AgreementRecapitalization or (b) the terms existing on the date hereof of the Company's stock option and employee stock purchase plans, pension plans and after other similar employee benefit plans (the Effective Time the Surviving Corporation will have "Company Stock Plans") and (ii) no obligation to issue, transfer or sell any Shares options or other rights to acquire shares of the Company's capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitmenthave been granted. Other than the Debentures, neither The Company nor any Company Subsidiary has no outstanding any bonds, debentures, notes or other obligations obligations, the holders of which have the right to vote (or that are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for the transactions contemplated by this Agreement, there are not on the date hereof any existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments that obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of the Company Subsidiary on or any matter.of its Subsidiaries (other than under the Company Stock Plans). 3.4

Capitalization. The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 shares of Preferred Stock, par value $1.00 per share (the "Preferred Stock")150,000,000 Ordinary Shares. As of June 11December 31, 19972008, (i) 38,994,413 56,120,785 Ordinary Shares were issued and outstanding (excluding Shares held by Company in treasury)outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,542 Ordinary Shares were issuable upon the exercise of share options granted pursuant to acquire 3,824,848 Shares the Company’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 143,448 restricted share units of the Company were outstanding under all Plans the Purchaser’s 2007 Share Incentive Plan (as defined in Section 6.14the “Restricted Share Units”) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, and (iv) no shares 3,838,697 Ordinary Shares are issuable upon the conversion of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)the Purchaser Note. All None of the issued and outstanding Ordinary Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Ordinary Shares or obligating the Company to issue or sell any Ordinary Shares, or any other interest in, the Company. Other than the repurchase program announced on December 31, 2008, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Ordinary Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Ordinary Shares constitute all of the issued and outstanding share capital of the Company. Upon consummation of the transactions contemplated by this Agreement, the Subscription Shares issued to the Purchaser will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rightsany Encumbrances (other than those created by the Purchaser), except for any restrictions on transfer as set forth in this Agreement or imposed by applicable securities Laws. There are not nowno voting trusts, and at the Effective Time there will not beshareholder agreements, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities proxies or other agreements or commitments obligating Company understandings in effect with respect to issue, the voting or transfer or sell of any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Ordinary Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matter.

Capitalization. The authorized capital stock of the Acquiror Company consists of 100,000,000 Shares and 2,000,000 325,000,000 shares: 300,000,000 shares of Preferred Stockthe Acquiror Company’s Common Stock are authorized, par value $1.00 per share (the "Preferred Stock"). As 0.001, of June 11, 1997, (i) 38,994,413 Shares were which 261,466,723 shares are issued and outstanding (excluding Shares held by Company in treasury), (ii) options immediately prior to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no the Share Exchange; 25,000,000 shares of Preferred Stock were the Acquiror Company’s preferred stock are authorized, par value $0.001, of which none are issued or outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares shares of the Acquiror Company’s Common Stock immediately prior to the Share Exchange and the Share Exchange are duly authorized, validly issued, fully paid and nonassessable nonassessable, and free have not been issued in violation of any preemptive or similar rights. At the Closing Date, the Acquiror Company will have sufficient authorized and unissued Acquiror Company’s Common Stock and Preferred Stock to consummate the transactions contemplated hereby. There are not nowno outstanding options, and at warrants, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities or contracts that could require the Effective Time there will not beAcquiror Company to issue, sell or otherwise cause to become outstanding any of its authorized but unissued shares of capital stock of Company issued or outstanding or any optionssecurities convertible into, warrants, subscriptions, calls, rights, convertible securities exchangeable for or other agreements carrying a right or commitments obligating Company option to issue, transfer or sell any purchase shares of its capital stock or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of capital stock. There are no outstanding stockholders’ agreements, voting trusts or arrangements, registration rights agreements, rights of first refusal or other issued or unissued contracts pertaining to the capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion Acquiror Company. The issuance of all of the convertible debentures referred to above). Immediately prior to the consummation shares of Acquiror Company’s Common Stock described in this Section 6.8.1 have been in compliance with U.S. federal and state securities laws and state corporate laws and no stockholder of the Amended Offer, no Shares, Preferred Shares, Preferred Stock Acquiror Company has any right to rescind or bring any other claim against the Acquiror Company for failure to comply under the Securities Act, or state securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterlaws.

Capitalization. The As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 Shares (i) 50,000,000 shares of Common Stock, of which 6,616,565 shares are issued and 2,000,000 6,612,196 shares outstanding as of the date hereof, and (ii) 1,000,000 shares of Preferred Stock, par value $1.00 per share (the "Preferred Stock"). As of June 11, 1997, (i) 38,994,413 Shares were which 48,260 are issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no the date hereof. Such shares of Preferred Stock were outstandinghave been designated as Senior Noncumulative Perpetual Preferred Stock, Series C, and (v) Rights were issued to purchase 389,945 the Treasury on July 6, 2011 in connection with the Company’s participation in the Treasury’s Small Business Lending Fund Program. Immediately following consummation of the Private Placement and the issuance of additional shares of Series B Preferred Common Stock were pursuant thereto, the Shares acquired by the Purchaser pursuant to this Agreement will represent not more than 9.99% of the issued and outstanding (excluding Rights attached to Shares held by Company in its treasury)shares of Common Stock. All of the issued and outstanding Shares are shares of capital stock of the Company have been, and upon consummation of the Private Placement will be, duly authorizedauthorized and validly issued and are, validly issuedand upon consummation of the Private Placement will be, fully paid and nonassessable paid, non-assessable and free of preemptive rights. There are not nowLiens, with no personal liability attaching to the ownership thereof, have been, and at upon consummation of the Effective Time there Private Placement will not be, issued in compliance in all material respects with all applicable federal and state securities Laws, and none of such shares of capital stock has been, or upon consummation of the Private Placement will be, issued in violation of any preemptive rights or similar rights to subscribe for or purchase any capital stock of the Company. As of the date hereof, there are (i) 232,642 outstanding stock options (the “Company Stock Options”) issued as nonqualified stock options pursuant to individual employment or other agreements with a weighted average exercise price equal to $24.19 per share and (ii) 700,000 shares of Common Stock remaining available for issuance under the Company’s 2012 Stock Incentive Plan (the “Company Plan”). Each Company Stock Option (i) was granted in compliance with all applicable Laws and all of the terms and conditions of the individual employment or other agreements, and, to the extent issued under the Company Plan, in compliance with the Company Plan, (ii) has an exercise price per share of Common Stock equal to or greater than the fair market value of a share of Common Stock on the date of such grant and (iii) has a grant date identical to or following the date on which the Board of Directors or compensation committee of the Board of Directors actually awarded such Company Stock Option. As of the date hereof, other than the shares of Common Stock reserved under the Company Plan, no shares of Common Stock or Preferred Stock are reserved for issuance. Neither the Company nor any of its officers, directors or employees is a party to any right of first refusal, tight of first offer, proxy, voting agreement, voting trust, registration rights agreement or shareholders agreement with respect to the sale or voting of any securities of the Company. Except as disclosed on Schedule 3.l(g), (i) none of the capital stock of the Company is subject to preemptive rights or any other similar rights; (ii) there are no outstanding options or other equity-based awards, warrants, scrip, rights to subscribe to, calls, agreements, arrangements or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, or evidencing the right to subscribe for, purchase or receive any shares of capital stock of the Company issued or outstanding or any optionsSubsidiary, (iii) there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of capital stock of the Company or any Subsidiary or options or other equity-based awards, warrants, subscriptionsscrip, callsrights to subscribe to, rightscalls or commitments of any character whatsoever relating to, convertible or securities or other agreements rights convertible into, or commitments obligating Company exercisable or exchangeable for, or evidencing the right to issuesubscribe for, transfer purchase or sell receive any shares of its capital stock or other issued or unissued capital stock or other securities of the Company or any Company Subsidiary except as set forth above Subsidiary; (including upon the exercise iv) there are no material outstanding debt securities, notes, credit agreements, credit facilities or other agreements, arrangements, commitments, documents or instruments evidencing indebtedness of the options and Rights and conversion Company or any Subsidiary or by which the Company or any Subsidiary is bound, other than credit agreements or facilities entered into by the Bank in the ordinary course of its business; (v) there are no agreements, commitments, understandings or arrangements under which the Company or any Subsidiary is obligated to register the sale of any of the convertible debentures referred to above). Immediately prior to the consummation securities of the Amended Offer, no Shares, Preferred Shares, Preferred Stock Company or any other securities of Company will be subject to issuance Subsidiary under the Securities Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments, agreements, commitments, understandings or arrangements of the Company or any Subsidiary that contain any redemption or similar provisions, and after there are no contracts, commitments, understandings or arrangements by which the Effective Time the Surviving Corporation will have no obligation Company or any Subsidiary is or may become bound to issuesell, transfer transfer, dispose, repurchase or sell any Shares or other capital stock or other securities redeem a security of the Surviving Corporation pursuant to Company or any Plan Subsidiary; (vii) there are no securities or pursuant to instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares; (viii) the Company does not have any subscription, option, warrant, right, convertible security stock appreciation rights or other agreement “phantom stock” plans or commitment. Other than agreements or any similar plan or agreement; and (ix) neither the Debentures, neither Company nor any Company Subsidiary has outstanding any bondsliabilities or obligations not disclosed on the Company’s Financial Statements or disclosed in the notes thereto, debentureswhich, notes individually or other obligations in the holders of which aggregate, will have the right or would reasonably be expected to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterhave a Material Adverse Effect.

Capitalization. The authorized capital stock of Company Holdco consists of 100,000,000 Shares and (i) 7,000,000 shares of preferred stock, 2,000,000 shares of which have been designated as “Series A Junior Participating Preferred Stock”, par value $1.00 per share (and of which no shares were outstanding as of the "Preferred Stock"). As time of June 11execution of the Equity Purchase Agreement, 1997, (i) 38,994,413 Shares were issued and outstanding (excluding Shares held by Company in treasury), (ii) 250,000,000 shares of common Stock, of which 82,598,034 shares were outstanding as of the date of the Equity Purchase Agreement. There are outstanding options to acquire 3,824,848 Shares were purchase an aggregate of not more than 4,071,039 shares of common Stock, all of which options are outstanding under all Plans (as defined in Section 6.14) the Benefit Plans. All of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no the outstanding shares of capital stock of Holdco have been duly and validly authorized and issued and are fully paid and non assessable. The shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares be issued at the Closing in accordance with the terms of Series B the Equity Purchase Agreement or in respect of or upon conversion of such Preferred Stock were outstanding (excluding Rights attached or upon the conversion of Preferred Stock received upon conversion of Preferred Stock to Shares held by Company be issued at Closing) in its treasury). All accordance with the terms of the Equity Purchase Agreement and the respective Certificate of Designations, upon such issuance or conversion, as the case may be, will be duly and validly authorized and issued and outstanding Shares are duly authorized, validly issued, fully paid and nonassessable non assessable and free not trigger any pre-emptive or similar rights of any other person. Except (A) as described above or Previously Disclosed, (B) for the rights granted pursuant to the Transaction Documents, or (C) under or pursuant to the Previously Disclosed Benefit Plans, there are no outstanding subscriptions, contracts, conversion privileges, options, warrants, calls, preemptive rights. There are not nowrights or other rights obligating Holdco or any Holdco Subsidiary to issue, and at the Effective Time there will not besell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any shares of capital stock of Company issued or outstanding Holdco or any optionsHoldco Subsidiary. Each of Holdco and any Holdco Subsidiary has Previously Disclosed all shares of Holdco capital stock that have been purchased, warrantsredeemed or otherwise acquired, subscriptionsdirectly or indirectly, callsby Holdco or any Holdco Subsidiary since December 31, rights, convertible securities 2006 and all dividends or other agreements distributions that have been declared, set aside, made or commitments obligating Company paid to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterHoldco since that date.

Capitalization. The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 shares of Preferred Stock, par value $1.00 per share (the "Preferred Stock")20,000,000 Common Shares. As of June 11the close of business on April 24, 1998, there were 2,918,899 Common Shares issued and outstanding. The Company has no shares of capital stock reserved for issuance, except that, as of April 24, 1998, there were 101,847 Common Shares reserved for issuance pursuant to Options granted pursuant to the Option Plan and 3,110,746 Common Shares reserved for issuance pursuant to the Rights Agreement. No Shares are held by the Company as treasury shares and no Shares have been acquired by the Company that are subject to outstanding pledges to secure future payment of the purchase price therefor. Except as set forth in Schedule 4.03 of the Company Disclosure Statement, since December 31, 1997, (i) 38,994,413 Shares were the Company has not issued any shares of capital stock except pursuant to the exercise of Options outstanding as of such date and outstanding (excluding Shares held by pursuant to other existing Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Benefit Plans (as defined hereinafter defined), in Section 6.14) of Company, (iii) 178,518 each case in accordance with their terms. All the outstanding Common Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstandingare, and (v) Rights all Common Shares which may be issued pursuant to purchase 389,945 shares the exercise of Series B Preferred outstanding Options and pursuant to the Stock were outstanding (excluding Rights attached to Shares held by Company Option Agreement will be, when issued in its treasury). All of accordance with the issued and outstanding Shares are respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and free nonassessable, except as otherwise provided in Section 180.0622(2)(b) of preemptive rightsthe WBCL. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote indebtedness having general voting rights (or convertible into Shares having such rights) ("Voting Debt") of the Company or any of the Subsidiaries issued and outstanding. Except as set forth in this Section 4.03 or Section 4.03 of the Company Disclosure Statement and except for the Merger and the Stock Option Agreement, there are no existing options, warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of the Subsidiaries, obligating the Company or any of the Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of the Subsidiaries or securities convertible into or exercisable exchangeable for securities having such shares or equity interests or obligations of the right to vote) with the stockholders of Company or any of the Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. Except (i) as contemplated by the Merger contemplated by this Agreement, (ii) for the Company's obligations under the Option Plans and (iii) for the Company's obligations under the Stock Option Agreement, there are no outstanding contractual obligations of the Company Subsidiary on or any matter.of the Subsidiaries to repurchase, redeem or otherwise acquire any Common Shares or the capital stock of the Company or any of the Subsidiaries. Each of the outstanding shares of capital stock of each of the Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, except as otherwise provided in Section 180.0622(2)(b) of the WBCL, and was not issued in violation of any preemptive rights, and such shares of the Subsidiaries are owned

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 (i) 50,000,000 Shares, (ii) 5,000,000 shares of Preferred Stockpreferred stock, no par value $1.00 per share (the "“Company Preferred Stock"”), and (iii) 400,000 shares of Series A junior participating preferred stock, no par value per share (the “Junior Preferred Stock”). As of June 11March 31, 19972007, (i) 38,994,413 9,984,746 Shares were issued and outstanding (excluding Shares held by Company in treasury)outstanding, (ii) options to acquire 3,824,848 Shares no shares of Company Preferred Stock were outstanding under all Plans (as defined in Section 6.14) of Companyissued and outstanding, (iii) 178,518 Shares no shares of Junior Preferred Stock were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012issued and outstanding, (iv) no shares Shares were issued and held in the treasury of Preferred Stock were outstanding, the Company or otherwise owned by the Company and (v) Rights a total of 3,667,570 Shares were reserved for issuance pursuant to purchase 389,945 shares the Company Stock Plans of Series B Preferred which 2,182,420 Shares were subject to outstanding Company Options and SARs (collectively, the “Company Stock were outstanding (excluding Rights attached to Shares held by Company in its treasuryRights”). All of the issued and outstanding Shares are are, and all Shares which may be issued pursuant to the exercise of outstanding Company Stock Rights will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and free non-assessable. Except for issuances of preemptive rightsShares pursuant to the Company Stock Rights described in the first sentence of Section 3.2(b), since March 31, 2007, the Company has not issued any Shares or designated or issued any shares of Company Preferred Stock or Junior Preferred Stock. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote indebtedness having general voting rights (or are convertible into or exercisable for securities having such rights) (“Voting Debt”) of the right to vote) with the stockholders of Company or any Company Subsidiary on issued and outstanding. Except for the Company Stock Rights described in the first sentence of Section 3.2(b), there are no (x) options, warrants, calls, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any matterkind, including any shareholder rights plan, relating to, or the value of which is determined in reference to, the issued or unissued capital stock of the Company or any Company Subsidiary, obligating the Company or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any Company Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment (collectively, “Equity Interests”) or (y) outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Shares or any capital stock of, or other Equity Interests in, the Company or any Company Subsidiary or any affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in the Company, any Company Subsidiary or other Person. No Company Subsidiary owns any Shares.

Capitalization. The authorized capital stock of Company consists of 100,000,000 Shares and 2,000,000 shares of Preferred StockCompany’s capitalization was, par value $1.00 per share (on June 30, 2002, as set forth in its Form 10-QSB for the "Preferred Stock")quarter ended June 30, 2002. As of June 11, 1997, (i) 38,994,413 Shares were All issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred the Company Common Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares are duly authorized, validly issued, fully paid and nonassessable paid, non-assessable and free of preemptive rights. There are not nowWhen issued, the Company Shares will be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Additionally, the Company has reserved and anticipates issuing options to purchase up to 25,000,000 shares of Company Common Stock as compensation for services. Further, the Company expects that certain debt obligations owed by the Company to insiders and employees, among others, will be converted into up to 71,000,000 shares of Company Common Stock; however, the exact amount of Company Common Stock issued in conversion of this debt is unknown at this time, and at will only be known when the Effective Time Company’s Board of Directors determines and approves a conversion price. Except as set forth above and/or in the Company’s Form 10-QSB dated June 30, 2002, with the SEC, there will not be, any shares of capital stock of Company issued or are no outstanding or any authorized options, rights, warrants, subscriptions, calls, rightsconvertible securities, convertible securities rights to subscribe, conversion rights or other agreements or commitments obligating to which the Company to issue, is a party or which are binding upon the Company providing for the issuance by the Company or transfer or sell by the Company of additional shares of the Company's capital stock and the Company has not reserved any shares of its capital stock for issuance, nor are there any outstanding stock option rights, phantom equity or other issued similar rights, contracts, arrangements or unissued capital stock or other securities of Company commitments. There are no voting trusts or any Company Subsidiary except as set forth above (including upon other agreements or understandings with respect to the exercise voting of the options and Rights and conversion of the convertible debentures referred to above)Company's capital stock. Immediately At or prior to the consummation Closing, Company shall verify, certify, represent and warrant to the ADS Shareholders and ADS the fully-diluted, as converted capitalization as of the Amended OfferClosing Date, no Sharesand further determine the issued and outstanding shares of the Company, Preferred Shareson a fully diluted and converted basis, Preferred Stock or any other securities for the purpose of calculating the Company will be subject to issuance Shares pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitmentSection 1.1. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matter.3.3

Capitalization. The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 300,000,000 shares of Common Stock and 10,000,000 shares of undesignated preferred stock (the “Preferred Stock, par value $1.00 per share (the "Preferred Stock"”). As of June 11the Effective Date, 1997, (i) 38,994,413 Shares were issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) there are no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares and there are duly authorized1,000,000 shares of Common Stock issued and outstanding, validly issued, fully paid and nonassessable and free of preemptive rightswhich no shares are owned by the Company. There are not now, and at the Effective Time there will not be, no other shares of any shares other class or series of capital stock of the Company issued or outstanding or any optionsoutstanding. The Company has no capital stock reserved for issuance, warrantsexcept that, subscriptionsas of the Effective Date, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any there are 1,507,147 shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Common Stock or any other securities of Company will be subject to reserved for issuance pursuant to options outstanding on such date pursuant to the Rights AgreementCompany’s 2008 Stock Option and Incentive Plan, 2015 Equity Incentive Plan (the “2015 Plan”) and after 2015 Employee Stock Purchase Plan (the Effective Time “ESPP”) (as well as any automatic increases in the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities number of shares of the Surviving Corporation pursuant to any Company’s Common Stock reserved for future issuance under the 2015 Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitmentand ESPP). Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any There are no bonds, debentures, notes or other obligations the holders of which have the right to vote indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of the Company issued and outstanding. Except as stated above, there are no existing options, warrants, calls, subscriptions or other rights, agreements, arrangements or commitments relating to the issued or unissued capital stock of the Company, obligating the Company to issue, transfer, sell, redeem, purchase, repurchase or otherwise acquire or cause to be issued, transferred, sold, redeemed, purchased, repurchased or otherwise acquired any capital stock or Voting Debt of, or other equity interest in, the Company or securities or rights convertible into or exercisable exchangeable for such shares or equity interests or obligations of the Company to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. Except as provided herein, the issuance of Common Stock or other securities having pursuant to any provision of this Agreement or the right Placement Agent Warrants will not give rise to vote) with any preemptive rights or rights of first refusal on behalf of any person or result in the stockholders triggering of any anti-dilution rights. Except as provided in the Registration Rights Agreement, there are no agreements or arrangements under which the Company or any Company Subsidiary on of its subsidiaries is obligated to register the sale of any matterof their securities under the Securities Act.

Capitalization. The authorized capital stock of the Company consists of (i) 100,000,000 Shares and 2,000,000 shares of Preferred StockCommon Stock and (ii) 500,000 shares of preferred stock, par value $1.00 0.01 per share (the "“Preferred Stock"”). As of June 1130, 19972004, (i) 38,994,413 Shares 24,861,621 shares of the Common Stock were issued and outstanding (excluding Shares held by Company in treasury)outstanding. As of June 30, (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company2004, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were issued or outstanding. As of June 30, and (v) Rights 2004, options to purchase 389,945 2,680,170 shares of Series B Preferred Common Stock were outstanding pursuant to the Company’s 1995 Long-Term Incentive Plan, the Company’s 1998 Long-Term Incentive Plan and the Company’s 2000 Long-Term Incentive Plan (excluding collectively, the “Incentive Plans”). As of June 30, 2004, warrants to purchase 5,339,803 shares of Common Stock were outstanding. Except as set forth in the immediately preceding two sentences, no shares of capital stock, options, warrants, convertible securities or any other equity securities of the Company are issued or outstanding except as set forth in the SEC Reports and except for the Company Rights. Under the Rights attached Agreement, until the distribution date, (a) the Company Rights will be evidenced (subject to Shares held the provisions of Sections 3(b) and 3(c) thereof) by Company the certificates for Common Stock registered in its treasury)the names of the holders of thereof (which certificates shall also be deemed to be Rights Certificates, as such term is defined in the Rights Agreement) and not by separate Rights Certificates and (b) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Stock. All of the outstanding shares of the Company’s respective capital stock have been duly authorized and validly issued and are fully paid and nonassessable. All shares of Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall, and the shares of Common Stock to be issued pursuant to this Agreement will be, duly authorized, and upon payment of the Purchase Price with respect to the Shares and upon payment of the exercise price with respect to the Warrant Shares, will be validly issued, fully paid and nonassessable. All of the outstanding Shares are shares of capital stock of each of the Company’s subsidiaries is duly authorized, validly issued, fully paid and nonassessable and all such shares are owned by the Company or another subsidiary free and clear of preemptive rights. There are not nowall security interests, and at liens, claims, pledges, agreements, limitations in the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, Company’s voting rights, convertible securities charges or other agreements or commitments obligating Company to issueencumbrances of any nature whatsoever. As of the date hereof, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except than as set forth above (including upon above, the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, Company has no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreementauthorized, and after the Effective Time the Surviving Corporation will have no obligation to issuereserved for issuance, transfer issued or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matteroutstanding.

Capitalization. The authorized capital stock of the Company consists of 100,000,000 Shares 75,000,000 shares of Company Common Stock and 2,000,000 2,500,000 shares of Preferred Stock, $.01 par value $1.00 per share (the "Company Preferred Stock"), 1,000,000 shares of which have been designated "Series A Preferred Stock". As of June 11November 30, 19971998, (i) 38,994,413 Shares 16,715,306 shares of Company Common Stock and no shares of Company Preferred Stock were issued and outstanding (excluding Shares held by Company in treasury)outstanding, (ii) 2,274,140 shares of Company Common Stock were reserved for issuance in connection with the exercise of outstanding options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Companythe Option Plans, (iii) 178,518 Shares 651,091 shares of Company Common Stock were subject to reserved for issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, the exercise of currently outstanding warrants ("Warrants") and (iv) no 2,159,129 shares of Preferred Company Common Stock were outstanding, and reserved for issuance in connection with the conversion of currently outstanding Voting Debt (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasuryas defined below). All of the issued and outstanding shares of the Company's capital stock are, and all Shares are which may be issued pursuant to the exercise or conversion of outstanding Options, Warrants and Voting Debt will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and free of preemptive or similar rights. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except Except as set forth above (including upon the exercise disclosed on Schedule 4.2 of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended OfferDisclosure Schedule, there are no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote indebtedness having general voting rights (or are convertible into or exercisable for securities having such rights) ("Voting Debt") of the right Company issued and outstanding. There are no voting trusts or other agreements or understandings to vote) which the Company is a party with respect to the stockholders voting of the capital stock of the Company. Except as disclosed on Schedule 4.2 of the Disclosure Schedule, as of the date hereof there are no, and as of the Expiration Date there will be no, other options, warrants, puts, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued, unissued or treasury shares of the capital stock or any other interest in the ownership or earnings of the Company or other security of the Company obligating the Company to issue or sell any shares of capital stock or Voting Debt of, or other equity interests in, the Company. Except as disclosed on Schedule 4.2 of the Disclosure Schedule, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company Subsidiary on or to provide funds to or make any matterinvestment (in the form of a loan, capital contribution or otherwise) in any other entity.

Capitalization. The authorized capital stock of the Company consists of 100,000,000 20,000,000 Shares, 10,000,000 Class B Shares and 2,000,000 500,000 shares of Preferred Stock, no par value $1.00 per share (share. At the "Preferred Stock"). As close of June 11business on September 26, 1997, (i) 38,994,413 8,086,951 Shares were issued and outstanding, (ii) 83,287 Shares were held by the Company in its treasury, (iii) 1,506,163 Shares were reserved for issuance upon exercise of options to purchase Shares ("Company Stock Options") issued pursuant to the Company's stock option plans, (iv) 307,374 shares were reserved for issuance under the Company's Associate Stock Purchase Plan and 477,786 shares were reserved for issuance under the Company's 1992 Stock Award Plan, (v) 1,190,954 Shares were reserved for issuance upon conversion of the Company's 7% Convertible Subordinated Debentures due May 15, 2006 (the "Convertible Debentures"), (vi) 4,518,817 Class B Shares were issued and outstanding and (excluding vii) no Class B Shares were held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by the Company in its treasury). Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are, and all shares which may be issued and outstanding Shares are will be, when issued, duly authorized, validly issued, fully paid and nonassessable and free of not subject to preemptive rights. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except Except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, there are no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations indebtedness of the holders of which have Company having the right to vote (or are convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the on any matters on which stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company Subsidiary on or any matterof its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any of its subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or (ii) to vote or to dispose of any shares of the capital stock of any of the Company's subsidiaries.

Capitalization. (a) The authorized capital stock of Company SLIC consists of (i) 100,000,000 Shares and 2,000,000 shares of Preferred SLIC Common Stock, of which 27,281,428 were outstanding as of the close of business on May 24, 2024 (the “SLIC Capitalization Date”) and (ii) 1,000,000 shares of preferred stock, par value $1.00 0.001 per share share, of SLIC (the "“SLIC Preferred Stock"). As of June 11, 1997, (i) 38,994,413 Shares were issued and outstanding (excluding Shares held by Company in treasury”), of which 521 shares are designated as “12.0% Series A Cumulative Preferred Stock” (ii“Series A Preferred Stock”) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares the close of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)business on the SLIC Capitalization Date. All of the issued and outstanding Shares shares of SLIC capital stock have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability with respect to SLIC attaching to the ownership thereof. There are not nowAs of the date of this Agreement, and at no Indebtedness having the Effective Time there will not be, right to vote on any shares matters on which stockholders of capital stock of Company SLIC may vote (“Voting Debt”) is issued or outstanding. As of the SLIC Capitalization Date, except pursuant to the SLIC Charter and the SLIC Subscription Agreements, SLIC does not have and is not bound by any outstanding or any subscriptions, options, warrants, subscriptions, calls, rights, convertible securities commitments or other agreements of any character (“Rights”) calling for the purchase or commitments obligating Company to issueissuance of, transfer or sell the payment of any amount based on, any shares of its SLIC capital stock stock, Voting Debt or any other equity securities of SLIC or any securities representing the right to purchase or otherwise receive any shares of SLIC capital stock, Voting Debt or other issued equity securities of SLIC. There are no obligations of SLIC or unissued any of its Consolidated Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of SLIC capital stock, Voting Debt or any equity security of SLIC or its Consolidated Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of SLIC capital stock, Voting Debt or any other equity security of SLIC or its Consolidated Subsidiaries or (ii) pursuant to which SLIC or any of its Consolidated Subsidiaries is or could be required to register shares of SLIC’s capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon under the exercise Securities Act. All of the options and Rights and conversion SLIC capital stock sold has been sold pursuant to private placements exempt from the registration requirements of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, Securities Act and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) in material compliance with the stockholders of Investment Company or any Company Subsidiary on any matterAct and, if applicable, state “blue sky” Laws.

Capitalization. The As of the date hereof, the Company's --------------- authorized capital stock of Company capitalization consists of 100,000,000 Shares 3,888,166 shares of Common Stock, par value $.01 per share, of which 938,229 shares are outstanding; and 2,000,000 1,638,166 shares of Preferred Stock, par value $1.00 .01 per share share, of which 297,405 shares have been designated Series A Convertible Preferred Stock, all of which are outstanding, 115,761 shares have been designated Series B Convertible Preferred Stock, all of which are outstanding, 725,000 shares have been designated Series C Preferred Stock, none of which are outstanding, 344,469 shares have been designated as Series D Convertible Preferred Stock, none of which are outstanding, and 155,531 shares remain undesignated and unissued. The issuance of the Securities and of the shares of Series D Stock issuable upon exercise of the Warrants (the "Exercise Shares") and the Common Stock issuable upon conversion of the Preferred StockShares and Exercise Shares (collectively, the ")Conversion Shares") pursuant to the provisions of this Agreement have been duly and validly authorized. As No further approval or authorization of June 11the shareholders or the directors of the Company or of any governmental authority or agency will be required for the issuance and sale of the Securities as contemplated by this Agreement. Schedule 2.3 attached hereto is a list of the aggregate number of outstanding securities of the Company. Except pursuant to the 1989 Agreement and the 1991 Agreement, 1997, (i) 38,994,413 Shares were no shareholder of the Company or any other person is entitled to any preemptive rights with respect to the purchase or sale of any securities by the Company. When issued and outstanding (excluding sold to the Investors, the Preferred Shares held by Company in treasury), (ii) options to acquire 3,824,848 and Exercise Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, will be duly and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares are duly authorized, validly issued, fully paid and nonassessable non-assessable, will be free and free clear of preemptive any liens, pledges or encumbrances and will have the designations, preferences and relative, participating, optional and other special rights as set forth in the Company's Certificate of Incorporation. The Conversion Shares, when issued and delivered upon conversion of the Preferred Shares and Exercise Shares, will be duly and validly issued, fully paid and non-assessable. Except as set forth on Schedule 2.3 attached hereto, there are no outstanding options, warrants or other rights. There are not now, and at commitments or arrangements, written or oral, to which the Effective Time there will not beCompany is a party or by which it is bound, to purchase or otherwise acquire any authorized but unissued shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of the Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock security directly or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are indirectly convertible into or exchangeable or exercisable for securities having any capital stock of the right to vote) with the stockholders of Company or any Company Subsidiary on any matterCompany.

Capitalization. The authorized Company has share capital stock as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Description of Ordinary Shares”; except as set forth in the Company’s Articles of Association (the “Articles”), the Shareholders’ Agreement, dated June 15, 2012 and as amended November 27, 2018, by and between Tronox Sands Holdings PTY Limited, Tronox Limited, the Selling Shareholder, Exxaro Sands Proprietary Limited and Exxaro TSA Sands Proprietary Limited (the “Exxaro Shareholder’s Agreement”), the Shareholder’s Deed, dated March 14, 2019 between the Company consists of 100,000,000 Shares and 2,000,000 the Selling Shareholder (the “Exxaro Shareholder’s Deed”) and the Shareholders’ Agreement, dated April 10, 2019, by and between Tronox Holdings plc, Cristal Inorganic Chemicals Netherlands Coöperatief W.A., The National Titanium Dioxide Company Limited, National Industrialization Company Ltd, Gulf Investment Corporation and Xx. Xxxxx Xx-Shair (the “Cristal Shareholders’ Agreement”), in each case as described in the Pricing Disclosure Package and the Prospectus, all the outstanding shares of Preferred Stockshare capital of the Company (including the Shares to be sold by the Selling Shareholder) are, par value $1.00 per share and, at the time of issuance, all ordinary shares that may be issued upon the exercise of any option to purchase the Company’s ordinary shares, whether granted pursuant to the Company’s Amended and Restated Management Equity Incentive Plan (the "Preferred Stock"“Equity Plan”) or otherwise (a “Share Option”). As , settlement of June 11any restricted share unit payable in ordinary shares or whose value is determined with reference to the value of ordinary shares, 1997whether granted pursuant to the Equity Plan or otherwise (a “Restricted Share Unit”), (i) 38,994,413 Shares were will be duly and validly authorized and issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares are duly authorized, validly issued, fully paid and nonassessable non-assessable (meaning that no further contributions in respect of the Company’s shares will be required to be made to the Company by the holders thereof by reason solely of being a holder of the shares) and free of preemptive rights. There are not nowsubject to any pre-emptive or similar rights; except as set forth in the United Kingdom Companies Xxx 0000, the Articles, the Exxaro Shareholder’s Agreement, the Exxaro Shareholder’s Deed, the Cristal Shareholders’ Agreement and at the Effective Time Equity Plan, in each case as described in the Pricing Disclosure Package and the Prospectus, there will not beare no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of share capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any share capital of the Company Subsidiary or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the share capital of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and except as set forth above described in or contemplated by the Pricing Disclosure Package and the Prospectus, all the outstanding shares of share capital or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable (including upon except, in the exercise case of any foreign subsidiary, for directors’ qualifying shares) (non-assessable meaning that no further contributions in respect of the options and Rights and conversion relevant subsidiary’s shares will be required to be made to that subsidiary by the holders thereof by reason solely of being a holder of the convertible debentures referred to above). Immediately prior to relevant subsidiary’s shares) and are owned directly or indirectly by the consummation Company, free and clear of the Amended Offerany lien, no Sharescharge, Preferred Sharesencumbrance, Preferred Stock security interest, restriction on voting or transfer or any other securities claim of Company will be subject to issuance pursuant to the Rights Agreementany third party, except as described in our senior secured first lien term loan facility and after the Effective Time the Surviving Corporation will have no obligation to issueour global senior secured asset-based syndicated revolving credit facility with Xxxxx Fargo Bank, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matter.N.A..

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 (i) 50,000,000 shares of Preferred Company Common Stock, par value $1.00 0.0025 per share share, and (the "ii) 1,000,000 shares of preferred stock, par value $0.01 per share, all of which are designated Series A Junior Participating Preferred Stock"). As of June 11August 31, 19972007, (iA) 38,994,413 Shares 16,048,654 shares of Company Common Stock were issued and outstanding, (B) no shares of preferred stock were issued and outstanding and (excluding Shares held by Company in treasury), (iiC) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined those shares set forth in Section 6.143.3(a) of Companythe Company Disclosure Letter were reserved for issuance and issuable upon or otherwise deliverable under the Company 2006 Stock Incentive Plan, the Company 2004 Equity Incentive Plan, the Company 2001 Employee Stock Purchase Plan, the Company 2003 Director Equity Plan, the Company 2000 Director Stock Option Plan, the Company 1994 Equity Incentive Plan and the 1996 Sinper Stock Option Plan (iiicollectively, the “Company Stock Plans”) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares the exercise of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares outstanding Company Options as of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)such date. All of the issued and outstanding Shares are duly authorizedshares of Company Common Stock are, and all shares of Company Common Stock which may be issued pursuant to the Company Stock Plans, when issued in accordance with the terms of those plans, will be, validly issued, fully paid and nonassessable non-assessable. Between August 31, 2007 and free the date of preemptive rights. There are not nowthis Agreement, and at the Effective Time there will not be, any no shares of capital stock Company Common Stock have been issued, other than upon exercise of Company issued or Options. Except for the Company Common Stock and Company Options, there are no outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations indebtedness or other securities of the holders of which have Company or any Subsidiary having the right to vote (or are convertible into into, exercisable, or exercisable for exchangeable for, securities having the right to vote) with the on any matters on which stockholders of the Company may vote, including the Merger. As of the date hereof, except for Company Options outstanding on the date hereof under the Company Stock Plans, there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments, or obligations which would require the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold shares of common stock, preferred stock or any other equity securities, or securities convertible into or exchangeable or exercisable for shares of common stock, preferred stock or any other equity securities of the Company Subsidiary on or any matterof its Subsidiaries.

Capitalization. The authorized capital stock of Company Buyer consists of 100,000,000 Shares 310,000,000 shares, divided into 300,000,000 shares of Buyer Common Stock and 2,000,000 10,000,000 shares of Preferred Stock, no par value $1.00 per share value. As of the close of business on June 18, 1999 (the "Preferred StockBuyer Measurement Date"). As of June 11, 1997, (ia) 38,994,413 Shares 135,636,594 shares of Buyer Common Stock were issued and outstanding (excluding Shares held by Company in treasury)outstanding, (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (ivb) no shares of Preferred Stock were issued and outstanding, (c) 25,400,846 shares of Buyer Common Stock were reserved for issuance under the stock-based benefit plans of the Buyer (the "BUYER STOCK PLANS"), (d) Buyer Options had been granted and remain outstanding under the Buyer Stock Plans to purchase 12,932,216 shares of Buyer Common Stock in the aggregate, and (ve) Rights except for the Buyer Options, rights to purchase 389,945 acquire shares of Series B Preferred Buyer Common Stock were under Buyer's Employee Stock Purchase Plan (the "BUYER ESPP") and rights to acquire shares of Buyer Common Stock pursuant to the Second Amended and Restated Rights Agreement, dated as of November 28, 1995, between Buyer and Norwest Bank, Minnesota, National Association (the "BUYER SRP PLAN"), there are no outstanding Buyer Rights (excluding as defined below). Since the Buyer Measurement Date, no additional shares of Buyer Common Stock have been issued and are outstanding, except pursuant to the exercise of Buyer Options and the Buyer ESPP, and no Buyer Rights attached to Shares held by Company in its treasuryhave been granted (other than additional Buyer SRP Rights issued upon the issuance of shares of Buyer Common Stock). All of the issued and outstanding Shares shares of Buyer Common Stock are duly authorized, validly issued, fully paid and paid, nonassessable and free of preemptive rightsrights created by the Minnesota Business Corporation Act or Buyer's Charter Document or Governing Document. There are not now, and at the Effective Time there will not be, date of this Agreement any shares of capital stock of Company issued or outstanding or any existing options, warrants, subscriptions, calls, rightssubscriptions, convertible securities or other agreements rights which obligate Buyer or commitments obligating Company any of its Subsidiaries to issue, exchange, transfer or sell any shares of its capital stock of Buyer or any of its Subsidiaries, other than shares of Buyer Common Stock issuable under the Buyer Stock Plans and the Buyer ESPP, or awards granted pursuant thereto, and other than Buyer SRP Rights issued upon the issuance of additional shares of Buyer Common Stock (collectively, "BUYER RIGHTS"). As of the Buyer Measurement Date, there were no outstanding contractual obligations of Buyer or unissued any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other securities of Company Buyer or any Company Subsidiary except as set forth above (including upon the exercise of its Subsidiaries. As of the options and Rights and conversion Buyer Measurement Date, there were no outstanding contractual obligations of the convertible debentures referred Buyer to above). Immediately prior to the consummation dispose of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities shares of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterits Subsidiaries.

Capitalization. The As of the date hereof, the authorized capital stock of the Company consists of: (i) 1,000,000,000 shares of 100,000,000 Shares Common Stock, $0.001 par value per share, of which 200,000,000 shares are issued and 2,000,000 outstanding as of April 16, 2012; and (ii) there are no authorized shares of Preferred Stock, par value $1.00 per share (the "Preferred Stock"). As of June 11, 1997, (i) 38,994,413 Shares were issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) ; no shares are reserved for issuance pursuant to the Company’s stock option plans, except for warrants to purchase approximately 500,000 shares of Preferred Stock were outstandingcommon stock, no shares are reserved for issuance pursuant to securities (other than the Note and three (3) prior convertible promissory notes in favor of the Buyer: (a) prior convertible promissory note in favor of the Buyer dated April 21, 2011 in the amount of $50,000.00, which principal amount is now reduced to $9,500.00; (b) prior convertible promissory note in favor of the Buyer dated June 2, 2011 in the amount of $32,500.00 and (vc) Rights to purchase 389,945 prior convertible promissory note in favor of the Buyer dated January 9, 2012 in the amount of $15,000.00) exercisable for, or convertible into or exchangeable for shares of Series B Preferred Common Stock were outstanding and 250,000,000 shares will be reserved for issuance upon conversion of the Note and the three (excluding Rights attached to Shares held by Company in its treasury)3) prior convertible promissory notes listed above. All of the issued and such outstanding Shares are shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable and free non-assessable. No shares of capital stock of the Company are subject to preemptive rightsrights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. There As of the effective date of this Agreement, other than as set forth herein, (i) there are not nowno outstanding options, and at the Effective Time there will not bewarrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of the Company or any of its Subsidiaries, or arrangements by which the Company Subsidiary except as set forth above (including upon the exercise or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the options Company or any of its Subsidiaries, (ii) other than piggyback registration rights, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and Rights and conversion (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the convertible debentures referred to above)Note or the Conversion Shares. Immediately prior The Company has furnished to the consummation Buyer true and correct copies of the Amended OfferCompany’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), no Sharesthe Company’s By-laws, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to as in effect on the Rights Agreementdate hereof (the “By-laws”), and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other terms of all securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having Common Stock of the right to vote) Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the stockholders Company’s Chief Executive on behalf of the Company or any Company Subsidiary on any matteras of the Closing Date.

Capitalization. As of December 15, 2010, the authorized capital stock of the Company consists of (i) 180,000,000 shares of Common Stock, par value $.05 per share, of which 45,759,150 shares are issued and outstanding, 5,075,864 shares are reserved for issuance upon exercise of stock options outstanding under the Company’s employee and director stock option plans, and 13,106,619 shares are reserved for issuance under warrants and convertible notes; and (ii) 20,000,000 shares of preferred stock, no par value per share, none of which are issued and outstanding. The authorized capital stock of the Company consists conforms as to legal matters to the description thereof contained in the prospectus under the caption “Description of 100,000,000 Shares common stock” (and 2,000,000 shares of Preferred Stockany similar sections or information, par value $1.00 per share (if any, contained in the "Preferred Stock"Company’s periodic reports and other information filed with the Securities and Exchange Commission). As of June 11, 1997, (i) 38,994,413 Shares were The issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. There are not now, and at the Effective Time there will not be, any shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable, and have been issued in compliance with all federal and state securities laws. None of the outstanding shares of capital stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase or acquire any securities of the Company. There are no authorized or outstanding or any shares of capital stock, options, warrants, subscriptions, calls, preemptive rights, convertible securities rights of first refusal or other agreements rights to purchase, or commitments obligating Company to issueequity or debt securities convertible into or exchangeable for, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of the Company or any Company Subsidiary except as set forth above (including upon of its Subsidiaries other than those described in the exercise Company’s periodic reports and other information filed with the Securities and Exchange Commission. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, as described in the Company’s periodic reports and other information filed with the Securities and Exchange Commission, accurately and fairly present the information required to be shown with respect to such plans, arrangements, options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterrights.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 (i) 150,000,000 shares of Preferred StockCompany Common Stock and (ii) 10,000,000 shares of preferred stock, par value $1.00 0.01 per share (the "“Company Preferred Stock"”). As of the close of business on June 1119, 1997, 2024 (ithe “Capitalization Date”): (A) 38,994,413 Shares 52,388,513 shares of Company Common Stock were issued and outstanding outstanding; (excluding Shares B) no shares of Company Preferred Stock were issued or outstanding; (C) no shares of Company Common Stock were held by the Company in its treasury), ; (iiD) options to acquire 3,824,848 Shares there were outstanding under all Plans Company Options to purchase 3,275,893 shares of Company Common Stock; (as defined in Section 6.14E) 900,000 shares of Company, (iii) 178,518 Shares Company Common Stock were subject to issuance in connection pursuant to outstanding Company PSUs (assuming all applicable performance conditions with Company's 5 3/4% Convertible Subordinated Debentures due 2012, respect to Company PSUs are satisfied at 100%); (ivF) no 869,638 shares of Preferred Company Common Stock were outstanding, subject to issuance pursuant to outstanding Company RSUs; (G) 410,732 shares of Company Common Stock were subject to outstanding Company RSAs; (H) 421,679 shares of Company Common Stock were reserved for the future grant of Company Equity Awards under the Stock Plans (excluding shares reserved for issuance upon exercise of the Company Options or settlement of the Company RSUs or Company PSUs); (I) 19,135 shares of Company Common Stock were reserved for the future issuance under the Company ESPP; and (vJ) Rights to purchase 389,945 3,600,000 shares of Series B Preferred Company Common Stock were subject to issuance pursuant to outstanding (excluding Rights attached to Shares held by Company in its treasury)Warrants. All of the Such issued and outstanding Shares are shares of Company Common Stock have been, and all shares that may be issued pursuant to any Stock Plan, Company Inducement Grant, the Company ESPP or as contemplated or permitted by this Agreement will be, when issued in accordance with the respective terms thereof, duly authorized, authorized and validly issued, or in the case of shares that have not yet been issued, will be, fully paid and nonassessable and free of preemptive rights. There are not nowno outstanding contractual obligations of the Company of any kind to redeem, and at purchase or otherwise acquire any Equity Interests of the Effective Time there will not beCompany, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon may be issued after the exercise date of this Agreement by the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation Section 5.2(b) or as expressly consented to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitmentin writing by Parent. Other than the DebenturesCompany Common Stock, neither Company nor any Company Subsidiary has there are no outstanding any bonds, debentures, notes or other obligations Indebtedness or securities of the holders of which have Company having the right to vote (or, other than the outstanding Company Equity Awards and Company Warrants, convertible into, or are convertible into or exercisable for exchangeable for, securities having the right to vote) with the on any matters on which stockholders of the Company may vote, except as may be issued after the date of this Agreement by the Company pursuant to Section 5.2(b) or as expressly consented to in writing by Parent. Neither Company nor any Company Subsidiary on is a party to any mattervoting agreement with respect to any Equity Interests of any Company Subsidiary.

Capitalization. The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 10,000,000 shares of Company Common Stock, no par value, and 6,500 shares of Series A Preferred Stock, $0.01 par value $1.00 per share (the "Preferred Stock")value. As of June 11September 30, 19972012, (i) 38,994,413 Shares 4,701,832 shares of Company Common Stock were issued and outstanding, 127,785 shares of Company Common Stock were reserved for issuance upon exercise of the Treasury Warrant, 95,000 shares of Company Common Stock were subject to outstanding (excluding Shares held by stock options issued under the Company Stock Plan, 699,766 shares of Company Common Stock were reserved for future issuance upon exercise of stock options or other awards granted in treasury)the future under the Company Stock Plan and 383,716 shares of Company Common Stock were reserved for issuance under the Company Restricted Stock Plan, but no restricted stock is currently outstanding; and (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no 6,500 shares of Series A Preferred Stock were issued and outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares shares of Company Common Stock and Series A Preferred Stock have been duly authorized and validly issued and are duly authorized, validly issued, fully paid and nonassessable and free were not issued in violation of or subject to any preemptive rights. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities rights or other agreements rights to subscribe for or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above)purchase securities. Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any No bonds, debentures, notes or other obligations the holders of which have indebtedness having the right to vote on any matters on which the shareholders of the Company may vote (“Voting Debt”) are issued and outstanding. As of the date of this Agreement, except (i) pursuant to any cashless exercise provisions of any Company Stock Options or are pursuant to the surrender of shares to the Company or the withholding of shares by the Company to cover Tax withholding obligations under the Benefit Plans and (ii) as required to satisfy obligations in respect of outstanding Company Stock Options, the Company does not have and is not bound by any outstanding subscriptions, options, calls, commitments or Contracts of any character calling for the purchase or issuance of, or securities or rights convertible into or exercisable for exchangeable for, any shares of Company Common Stock or preferred stock or any other equity securities having of the Company or Voting Debt or any securities representing the right to votepurchase or otherwise receive any shares of capital stock of the Company (including any rights plan or agreement). Section 3.02(b) with of the stockholders Company Disclosure Schedule sets forth a table listing, as of the date of this Agreement, the outstanding series of trust preferred and subordinated debt securities of the Company, Company or any Company Subsidiary on any matterBank and all of the Company’s other Subsidiaries, and all such information is accurate and complete.

Capitalization. (a) The authorized capital stock of Company Purchaser consists of 100,000,000 Shares and 2,000,000 500,000,000 shares of Preferred Purchaser Common Stock, of which, as of November 13, 2015, 109,760,304.00 shares were issued and outstanding, and 100,000,000 shares of preferred stock, par value $1.00 0.01 per share share, of which, as of the date hereof, no shares were issued and outstanding. As of November 13, 2015, 6,797,774.00 shares of Purchaser Common Stock were held in Purchaser’s treasury. As of the date hereof, no shares of Purchaser Common Stock were reserved for issuance, except for under the employee and director stock plans of Purchaser set forth on Section 5.8 of the Purchaser Disclosure Letter (the "Preferred Stock"“Purchaser Stock Plans”). As of June 11November 13, 19972015, (i) 38,994,413 Shares 787,587 options to acquire shares of Purchaser Common Stock were issued outstanding pursuant to the Purchaser Stock Plans or otherwise and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares 1,211,647 restricted stock units of Purchaser Common Stock (of which 620,931 are time-vesting and 590,716 are performance-vesting) were outstanding under all pursuant to the Purchaser Stock Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)or otherwise. All of the issued and outstanding Shares are shares of Purchaser Common Stock have been, and all shares of Purchaser Common Stock that may be issued pursuant to the Purchaser Stock Plans will be, when issued in accordance with the terms thereof, duly authorizedauthorized and validly issued and are, validly issuedor will be, fully paid and paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are Except pursuant to this Agreement and the Purchaser Stock Plans, Purchaser does not nowhave and is not bound by any outstanding subscriptions, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities commitments or other agreements of any character calling for the purchase or commitments obligating Company to issue, transfer or sell issuance of any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Purchaser Common Stock or any other equity securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer Purchaser or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have representing the right to vote (purchase or are convertible into or exercisable for securities having the right to vote) with the stockholders otherwise receive any shares of Company or any Company Subsidiary on any matterPurchaser Common Stock.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares 15,000,000 shares of Company Common Stock and 2,000,000 5,000,000 shares of Preferred Stock, par value $1.00 0.001 per share (the "“Company Preferred Stock"”). As of June 11November 9, 19972010, (i) 38,994,413 Shares 5,507,876 shares of Company Common Stock were issued and outstanding (excluding Shares held by Company in treasury)outstanding, all of which were validly issued, fully paid and nonassessable, (ii) options to acquire 3,824,848 Shares 1,198,059 shares of Company Common Stock were outstanding under all Plans (as defined held in Section 6.14) of Companytreasury, (iii) 178,518 Shares 385,102 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2004 Stock Incentive Plan, as amended, and 531,723 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s Amended and Restated 1997 Stock Incentive Plan (together, the “Company Stock Plans”), respectively, and (iv) 359 shares were reserved for future issuance pursuant to that certain warrant to purchase Company Common Stock held by Pentech Financial Services, Inc. and dated as of April 16, 2002 (the “Pentech Warrant”). As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. Since November 9, 2010 to the date of this Agreement, the Company has not issued any shares of capital stock or granted any options covering shares of capital stock, except in connection with the exercise of Company Stock Options or Company SARs or the vesting of Company Stock Awards in each case issued and outstanding on November 9, 2010. All shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012the instruments pursuant to which they are issuable, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares are will be duly authorized, validly issued, fully paid and nonassessable and free of will not be subject to any preemptive rights. There are not nowAll of the outstanding capital stock of, or other ownership interests in, each Company Subsidiary is owned by the Company, directly or indirectly, free and at clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Effective Time there Company’s or such other Company Subsidiary’s voting rights, charges and other encumbrances of any nature whatsoever. Subject to the foregoing, the consummation of the transactions contemplated by this Agreement will not be, effect or result in any shares change in the ownership of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of the Company or of any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights expressly contemplated by this Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matter.

Capitalization. (a) The authorized capital stock of Company the Buyer consists of 100,000,000 Shares and 2,000,000 45,000,000 shares of Preferred StockBuyer Common Stock and 4,000,000 shares of preferred stock, par value $1.00 per share (the "Preferred StockBUYER PREFERRED STOCK"). As of June 11the close of business on December 12, 1997, (i) 38,994,413 Shares there were 29,719,593 shares of Buyer Common Stock and no shares of Buyer Preferred Stock issued and outstanding. In addition, as of the close of business on December 12, 1997, there were 1,396,808 shares of Buyer Common Stock reserved for issuance upon exercise of outstanding stock options. All issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Buyer Common Stock and Buyer Preferred Stock were outstanding, have been duly authorized and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the validly issued and outstanding Shares are duly authorizedfully paid, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There Except (i) for rights issuable to holders of Buyer Common Stock in accordance with the Buyer Rights Agreement, (ii) as permitted under this Agreement, (iii) as referred to in this Section 3.03 (which includes director and employee stock options) or (iv) as reflected in Section 3.03(a) of the Buyer Disclosure Schedule, the Buyer does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments, rights agreements or agreements of any character calling for the Buyer to issue, deliver or sell, or cause to be issued, delivered or sold any shares of Buyer Common Stock or Buyer Preferred Stock or any other equity security of the Buyer or any subsidiary of the Buyer or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any shares of Buyer Common Stock or Buyer Preferred Stock or any other equity security of the Buyer or any subsidiary of the Buyer or obligating the Buyer to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or agreements. As of the date hereof there are not nowno outstanding contractual obligations of the Buyer to repurchase, and at the Effective Time there will not be, redeem or otherwise acquire any shares of capital stock of Company issued or outstanding the Buyer or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise subsidiary of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterBuyer.

Capitalization. The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 50,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. As of the date hereof, (a) 23,073,189 shares of Company Common Stock are issued and outstanding, all of which have been duly authorized and validly issued, and are fully paid and nonassessable, (b) 5,233,784 shares of Company Common Stock are reserved for issuance upon the exercise of outstanding Company Options, (c) 854,239 shares of Company Common Stock are held in the treasury of the Company, (d) 693,177 shares of Company Common Stock are reserved for issuance and available for the future grant of equity-based awards under the Company Stock Plans, (e) 289,356 shares of Company Common Stock are reserved for issuance under the ESPP, and (f) 400,000 shares of Company Preferred Stock, par value $1.00 per share designated as Series A Participating Preferred Stock, are reserved for issuance upon exercise of the rights issued or issuable (the "Preferred Stock"“Company Rights”) pursuant to the Company’s 2001 shareholders rights plan (the “Company Rights Agreement”). As No shares of June 11Company Preferred Stock are outstanding. There are not any bonds, 1997debentures, notes or other indebtedness or, except as described in the immediately preceding sentence, securities of the Company having the right to vote (ior convertible into, or exchangeable for, securities having the right to vote) 38,994,413 on any matters on which stockholders of the Company may vote. Except as set forth in the second sentence of this Section 3.3, as of the date hereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding and no shares of capital stock or other voting securities of the Company will be issued or become outstanding after the date hereof other than upon exercise of the Company Options outstanding as of the date hereof or as may be permitted by Section 5.1. Except as set forth in this Section 3.3 or in Part 3.3 of the Company Disclosure Schedule, there are no Options relating to the issued or unissued capital stock of any of the Acquired Corporations, or obligating any of the Acquired Corporations to issue, grant or sell any shares of capital stock of, or other equity interests in, or securities convertible into, or exercisable or exchangeable for, equity interests in, the Company or any of its Subsidiaries. Since September 30, 2009, the Company has not issued any shares of its capital stock or Options in respect thereof, except upon the exercise of the Company Options referred to above, issuances of equity awards (or Shares were issued and outstanding (excluding Shares held by upon exercise or settlement thereof) in the Ordinary Course of Business or issuances of Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding Common Stock under all Plans (as defined in Section 6.14) the ESPP. All shares of Company, (iii) 178,518 Shares were Company Common Stock subject to issuance as described above will, upon issuance on the terms and conditions specified in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012the instruments pursuant to which they are issuable, (iv) no be duly authorized, validly issued, fully paid and nonassessable. None of the Acquired Corporations has any Contract or other obligation to repurchase, redeem or otherwise acquire any shares of Preferred Company Common Stock were outstanding, and (v) Rights to purchase 389,945 shares or any capital stock of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All any of the issued and Company’s Subsidiaries, or make any investment (in the form of a loan, capital contribution or otherwise) in any of the Company’s Subsidiaries or any other Person. Each outstanding Shares are share of capital stock of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is owned by the Company free and clear of preemptive rightsall Encumbrances. There are not now, and at None of the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible equity securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion Acquired Corporations was issued in violation of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock Securities Act or any other securities Legal Requirement. None of Company will be subject to issuance pursuant to the Rights AgreementAcquired Corporations owns, and after the Effective Time the Surviving Corporation will have no or has any Contract or other obligation to issueacquire, transfer or sell any Shares or other capital stock equity securities or other securities of any Person (other than Subsidiaries of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to voteCompany) with the stockholders of Company or any Company Subsidiary on direct or indirect equity or ownership interest in any matterother business. None of the Acquired Corporations is or has ever been a general partner of any general or limited partnership.

Capitalization. The As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 Shares shares of Common Stock, of which as of December 13, 2002, 38,419,559 shares were issued and 2,000,000 outstanding excluding 1,204,358 shares of Common Stock held in the Company's treasury as of such date, (ii) 20,000,000 shares of Preferred Stock, without par value $1.00 per share (the "Preferred Stock"). As value, of June 11, 1997, (i) 38,994,413 Shares were which no shares are issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares shares of Common Stock have been duly authorized and are duly authorized, validly issued, fully paid and nonassessable and free not subject to the preemptive or other similar rights of preemptive rightsthe stockholders of the Company, other than such rights held pursuant to the Goldman Governance Agreement, the Restated Goldman Governance Agreement and the Stockholders Agreement. There As of the date hereof, there is outstanding (i) $46,935,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes due 2003, which notes are not now, and at the Effective Time there will not be, any convertible into 2,968,690 shares of capital Common Stock and (ii) $22,750,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 740,559 shares of Common Stock. Except as described in the SEC Reports (as defined below) filed prior to the date hereof and other than pursuant to stock incentive plans approved by the Board of Company issued or Directors, the Stockholders Agreement, the Goldman Governance Agreement and the Restated Goldman Governance Agreement, there are no outstanding or any subscription rights, options, warrants, subscriptions, calls, rights, convertible or exchangeable securities or other agreements rights of any character whatsoever relating to issued or commitments obligating unissued capital stock of the Company, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to issue, transfer which the Company is or sell any may become bound to issue or grant additional shares of its capital stock or other issued related subscription rights, options, warrants, convertible or unissued capital stock exchangeable securities or other securities of Company rights, or any Company Subsidiary except to grant preemptive rights. Other than as set forth above (including upon the exercise on Section 3.3 of the options Company Disclosure Schedule, (i) the Company has no currently existing agreement to register any securities under the Securities Act of 1933, as amended (the "Securities Act"), or under any state securities law and Rights has not granted registration rights to any Person or entity which have not expired and conversion (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which the Company is a party or of which it has Knowledge with respect to the voting or transfer of any of the convertible debentures referred to above). Immediately prior to the consummation outstanding shares of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterCommon Stock.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 90,000,000 shares of Company Common Stock of which as of the date hereof 10,462,422 shares are issued and outstanding and 10,000,000 shares of preferred stock, of which 3,750,000 shares are classified as shares of Series A Cumulative Participating Convertible Preferred Stock, par value $1.00 .01 per share ("Series A Preferred Stock") and 1,000,000 shares are classified as Class B Junior Participating Preferred Stock (the "Series B Preferred Stock" and together with the Series A Preferred Stock, the "Company Preferred Stock"). As , of June 11, 1997, (i) 38,994,413 Shares were which as of the date hereof 1,968,484 shares of Series A Preferred Stock are issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) and no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)are issued and outstanding. All of the such issued and outstanding Shares shares of Company Common Stock and Company Preferred Stock are duly authorized, validly issued, fully paid and paid, nonassessable and free of preemptive rights. There are not now, and at the Effective Time there will not be, any shares of capital stock of The Company issued or has no outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Except for the options (collectively, the "Company Options") granted under the Company's 1994 Amended and Restated Stock Option Plan, as amended (the "Stock Option Plan"), and except as set forth on Exhibit 4.3(a) there are not at the date of this Agreement any existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company to issue, transfer or sell any shares of capital stock of the Company. Exhibit 4.3(a) attached hereto sets forth a full list of the Company Options, including the name of the Person to whom such stock options have been granted, the number of shares subject to each option, the per share exercise price for each option, the vesting schedule for each option and the termination date for each option. There are no agreements or understandings to which the Company or any Company Subsidiary on is a party with respect to the voting of any matter.shares of Company Common Stock or Company Preferred Stock or which restrict the transfer of any such shares, nor does the Company have knowledge of any such agreements or understandings with respect to the voting of any such shares or which restrict the transfer of any such shares. Except as set forth in Exhibit 4.3(a) hereto, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock, partnership interests or any other securities of the Company or any Company Subsidiary. All dividends with respect to Company Common Stock and the Company Preferred Stock have been paid in full as of the most recent dividend period. As of the date hereof, each share of Series A Preferred Stock is convertible into 1.282051282 shares of Company Common Stock. Except as set forth in Exhibit 4.3(a) hereof, neither the Company nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of any agreement to register any of their securities under the Securities Act of 1933, as amended (the "Securities Act"), and after the Effective Time, neither the Surviving Company nor any affiliate thereof will have any obligation to register any of their securities as a result of any prior commitment made by

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 25,000,000 shares of Preferred StockCommon Stock and 10,000,000 shares of preferred stock, par value $1.00 0.01 per share (the "Preferred Stock")share. As of June 11, 1997the date hereof, (i) 38,994,413 Shares were 8,396,455 shares of Common Stock are issued and outstanding (excluding Shares shares held by Company in treasurythe treasury of the Company), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) 1,883,999 shares of CompanySeries C Preferred Stock are issued and outstanding, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012no shares of Common Stock or Series C Preferred Stock are owned of record by any Person who is not an Optionor, (iv) 1,228,284 shares of Common Stock or Series C Preferred Stock are issued and held in the treasury of the Company, (v) other than the Series C Preferred Stock, no shares of Preferred Stock were preferred stock are issued or outstanding, and (vvi) Rights 760,000 shares of Common Stock are reserved for issuance upon exercise of Company Options under the Long-Term Incentive Plan. As of the date hereof, there are outstanding Company Options to purchase 389,945 299,737 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)Common Stock. All the outstanding shares of the Company’s capital stock are, and all shares of Common Stock which may be issued and pursuant to the exercise of outstanding Shares are Company Options will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rightsnon-assessable. There is no Voting Debt of the Company or any Company Subsidiary issued and outstanding. Except as set forth above, as of the date hereof, (i) there are not nowno shares of capital stock of the Company authorized, and at issued or outstanding; (ii) there are no existing options, warrants, calls, pre emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the Effective Time there will not beissued or unissued capital stock of the Company or any Company Subsidiary, obligating the Company or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity or debt interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any Company Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment and (iii) there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Common Stock, or other capital stock of the Company, or any Company Subsidiary or Affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Company Subsidiary or any other entity. Except as set forth above, during the period from the date hereof to the Closing Date, the Company has not issued or outstanding committed to issue any shares of Common Stock or Series C Preferred Stock or any options, warrants, subscriptions, calls, preemptive rights, convertible securities subscriptions or other agreements rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any Company Subsidiary, obligating the Company or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of its capital stock or other issued or unissued capital stock Voting Debt of, or other securities of equity or debt interest in, the Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable exchangeable for securities having such shares or equity interests, or obligating the right to vote) with the stockholders of Company or any Company Subsidiary on to grant, extend or enter into any mattersuch option, warrant, call, subscription or other right, agreement, arrangement or commitment.

Capitalization. The authorized capital stock of the Company consists solely of 100,000,000 Shares and 2,000,000 (a) 70,000,000 shares of Preferred Company Common Stock, par value $1.00 per share (the "Preferred Stock"). As of June 11, 1997, (i) 38,994,413 Shares were which 50,199,874 shares are issued and outstanding (excluding Shares held by Company in treasury)on the date hereof, (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to 2,215,657 shares have been reserved for issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All upon the conversion of the issued and outstanding Shares shares of Company Preferred Stock, 6,633,543 shares have been reserved for issuance under the Company Option Plans, 1,887,296 shares have been reserved for issuance under the terms of the Company ESP Plan, and none are held in the treasury; and (b) 10,000,000 shares of Company Preferred Stock, of which 3,000,000 are reserved for issuance as Series B Cumulative Convertible Preferred Stock, of which 1,500,000 shares are issued and outstanding on the date hereof. All of the outstanding shares of Company Common Stock and all of the outstanding shares of Company Preferred Stock have been duly authorized, authorized and are validly issued, fully paid and nonassessable and free of preemptive rights. There are not nowAll of the issued shares of Company Common Stock and all of the issued shares of Company Preferred Stock were issued, and at to the Effective Time there extent purchased by the Company or transferred, have been so purchased or transferred, in compliance with any preemptive rights and any other statutory or contractual rights of any stockholders of the Company. All shares of Company Common Stock subject to issuance upon exercise of the outstanding Options described above will not be, any shares of capital stock of Company issued or outstanding or any upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. Other than as set forth above, there are no subscriptions, options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating (contingent or otherwise) pursuant to which the Company or any Subsidiary is required to issue, transfer or sell issue any shares of its capital stock (or other issued ownership interests) or unissued any securities convertible into or exchangeable for its capital stock (or other securities ownership interests), or is otherwise required to give any Person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock (or ownership interests) of the Company or any Subsidiary or any rights to participate in the equity or net income of the Company Subsidiary except or any Subsidiary. Except as set forth above (including upon the exercise on Schedule 4.5 of the options and Rights and conversion Disclosure Schedule, there are no outstanding contractual obligations of the convertible debentures referred Company or any Subsidiary to above). Immediately prior repurchase, redeem or otherwise acquire shares of its capital stock (or ownership interests) or to provide funds to, or make any investment (in the consummation form of the Amended Offera loan, no Sharescapital contribution or otherwise) in, Preferred Shares, Preferred Stock any Subsidiary or any other securities Person. Schedule 4.5 of Company will be subject to issuance pursuant to the Rights AgreementDisclosure Schedule sets forth (i) the number and exercise price of all outstanding Options and (ii) the aggregate number of participants in, and after the Effective Time aggregate amount contributed (and not otherwise withdrawn) by such participants to, the Surviving Corporation will have Company ESP Plan in the current “Offering Period” (as such term is defined in the Company ESP Plan), each calculated as of May 21, 2004. Except as set forth on Schedule 4.5 of the Disclosure Schedule, there are no obligation to issuestockholders’ agreements, transfer or sell any Shares voting trusts or other capital stock agreements or other securities of understandings to which the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Subsidiary is a party or by which it is bound or, to the Company’s Knowledge, between or among stockholders, in each case with respect to the transfer or voting of any capital stock of the Company or any Subsidiary. Each outstanding share of capital stock (or ownership interests) of each Subsidiary on any matteris duly authorized, validly issued, fully paid and nonassessable, and is owned by the Company or another Subsidiary, free and clear of all Liens other than Permitted Liens.

Capitalization. The As of May 31, 2000, the authorized capital stock of Company consists of: (a) 30,000,000 shares of 100,000,000 Shares Common Stock, $.001 par value, of which 18,528,069 shares are issued and 2,000,000 outstanding and of which 142,519 shares are treasury shares, and (b) 5,000,000 shares of Preferred Stock, $.001 par value $1.00 per share (the "Preferred Stock")value, of which 300,000 are designated Series A Junior Participating Preferred, none of which are issued and outstanding. As of June 11May 31, 19972000, (i) 38,994,413 Shares an aggregate of 2,331,143 shares of Company's Common Stock were issued reserved for future issuance pursuant to stock options granted by Company and outstanding (excluding Shares held by Company in treasury)on May 31, (ii) 2000 and an additional 1,087,179 shares of Company's Common Stock were reserved and available for the grant of future stock options to acquire 3,824,848 Shares were outstanding under all Plans (as defined of Company's stock option or equity incentive plans. The Shares, when issued against payment of the aggregate purchase price set forth in Section 6.14) of Company2.01, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares are will be duly authorized, validly issued, fully paid and nonassessable paid, non-assessable and free and clear of preemptive rightsall liens and encumbrances. There As of the date hereof, except for the options described hereinabove or except as described in the IPO Documents, the SEC Documents or the Schedule of Exceptions attached hereto, there are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any no options, warrants, subscriptions, calls, rights, convertible securities or other agreements rights to purchase shares of capital stock or commitments obligating other securities of Company which are authorized, issued or outstanding, nor is Company obligated in any other manner to issueissue shares of its capital stock or other securities, transfer and Company has no obligation to purchase, redeem or sell otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other issued distribution in respect thereof, except as contemplated by this Agreement. Except as described in the IPO Documents, the SEC Documents or unissued the Schedule of Exceptions attached hereto, (a) no person is entitled to any preemptive right, catch-up right, right of first refusal or similar right with respect to the issuance of any capital stock of Company, (b) there are no restrictions on the transfer of shares of capital stock of Company other than those imposed by relevant federal and state securities laws and (c) there exists no agreement between Company's stockholders and to which Company is a party with respect to the voting or transfer of Company's capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred with respect to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities aspect of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterCompany's affairs.

Capitalization. (a) The authorized capital stock of Company Buyer consists of 100,000,000 Shares and 2,000,000 200,000,000 shares of Buyer Common Stock, of which, as of February 28, 2011 (the “Buyer Capitalization Date”), 28,051,098 shares were issued and outstanding, and 5,000,000 shares of preferred stock, no par value (the “Buyer Preferred Stock”), par value $1.00 per share (of which, as of the "Preferred Stock")Buyer Capitalization Date, no shares were issued and outstanding. As of June 11the Buyer Capitalization Date, 1997no shares of Buyer Common Stock or Buyer Preferred Stock were reserved for issuance, (i) 38,994,413 Shares were issued except for 2,343,632 shares of Buyer Common Stock underlying options currently outstanding and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) 1,010,260 shares of Company, (iii) 178,518 Shares were subject to issuance Buyer Common Stock available in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012future grants of stock options, restricted stock and other equity-based awards (iv) no of which 568,260 shares have been approved for issuance in the form of Preferred performance-based restricted stock grants), in each case reserved for issuance pursuant to employee and director stock plans of Buyer in effect as of the date of this Agreement (the “Buyer Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasuryPlans”). All of the issued and outstanding Shares shares of Buyer Common Stock have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable and free of preemptive rights. There are not nowAs of the date of this Agreement, and at the Effective Time there will not be, any shares no Voting Debt of capital stock of Company Buyer is issued or outstanding. As of the Buyer Capitalization Date, except pursuant to this Agreement and the Buyer Stock Plans, Buyer does not have and is not bound by any outstanding or any subscriptions, options, warrants, subscriptions, calls, rights, convertible securities commitments or other agreements of any character calling for the purchase or commitments obligating Company to issue, transfer or sell issuance of any shares of its capital stock or other issued or unissued capital stock or other securities Buyer Common Stock, Buyer Preferred Stock, Voting Debt of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock Buyer or any other equity securities of Company will Buyer or any securities representing the right to purchase or otherwise receive any shares of Buyer Common Stock, Buyer Preferred Stock, Voting Debt of Buyer or other equity securities of Buyer. The shares of Buyer Common Stock to be subject to issuance issued pursuant to the Rights AgreementMerger will be duly authorized and validly issued and, and after at the Effective Time Time, all such shares will be fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterownership thereof.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 200,000,000 Company Shares and 2,000,000 shares of Preferred Stockpreferred stock, par value $1.00 0.01 per share share, of the Company (the "“Company Preferred Stock"Shares”). As At the close of June 11business on November 10, 19972006, (i) 38,994,413 36,611,140 Company Shares (excluding treasury shares) were issued and outstanding, (ii) no Company Shares were held by the Company in its treasury, (iii) no Company Preferred Shares were issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012outstanding, (iv) no shares of Preferred Stock 4,430,172 Company Shares were outstandingreserved for issuance pursuant to outstanding unexercised options to purchase Company Shares (each a “Company Option”), (v) 6,150,504 Company Shares have been reserved for issuance under the Company’s 2005 Equity Incentive Plan (and sub plans thereunder), (vi) 7,845,889 Company Shares have been reserved for issuance pursuant to the Company Warrants, and (vvii) Rights to purchase 389,945 37,618 Company Shares have been reserved for issuance under the Company’s 1998 Employee Stock Purchase Plan. No shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held capital stock of the Company are owned by Company in its treasury)any Subsidiary of the Company. All of the outstanding shares of capital stock of the Company have been duly authorized and validly issued and outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and free of preemptive and similar rights. There Except as set forth above, as of the date of this Agreement, there are not now, and at the Effective Time there will not be, any no outstanding (i) shares of capital stock stock, debt securities or other voting securities of the Company, (ii) securities of the Company issued or outstanding or any optionsof its Subsidiaries convertible into or exchangeable for shares of capital stock, warrantsdebt securities or voting securities or ownership interests in the Company, (iii) subscriptions, calls, contracts, commitments, understandings, restrictions, arrangements, rights, convertible warrants, options, or other rights to acquire from the Company or any Subsidiary of the Company, or obligations of the Company or any Subsidiary of the Company to issue any capital stock, debt securities, voting securities or other agreements ownership interests in, or commitments obligating any securities convertible into or exchangeable or exercisable for any capital stock, voting securities, debt securities or ownership interests in, the Company, or obligations of the Company or any Subsidiary of the Company to issuegrant, transfer extend or sell enter into any such agreement or commitment or (iv) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of the Company, or to vote or to dispose of any shares of its the capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion Company. All of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, outstanding debt and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other equity securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscriptionCompany have been offered and issued in compliance with all applicable securities laws, option, warrant, right, convertible security or other agreement or commitment. Other than including the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterSecurities Act and “blue sky” laws.

Capitalization. (a) The authorized capital stock of Company consists of 100,000,000 Shares and 2,000,000 29,900,000 shares of Preferred Company Common Stock, of which, as of September 30, 2013 (the “Company Capitalization Date”), 13,603,438 shares were issued and outstanding (the “Capitalization Date Outstanding Share Count”), and 100,000 shares of Company preferred stock, par value $1.00 per share (the "“Company Preferred Stock"”), of which no shares are issued or outstanding. As of June 11the Company Capitalization Date, 1997, no shares of Company Common Stock or Company Preferred Stock were reserved for issuance except for (i) 38,994,413 Shares were issued and outstanding (excluding Shares held by 2,601,468 shares of Company in treasury)Common Stock reserved for issuance pursuant to the Warrant Agreement, (ii) options to acquire 3,824,848 Shares 564,783 shares of Company Common Stock were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to reserved for issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred outstanding Company Stock were outstandingOptions, and (viii) Rights to purchase 389,945 1,192,906 shares of Series B Preferred Company Common Stock were outstanding (excluding Rights attached reserved for issuance pursuant to Shares held by future awards under the Company in its treasury)Stock Plans. All of the issued and outstanding Shares shares of Company Common Stock have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There As of the date of this Agreement, no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders may vote (“Voting Debt”) of Company are issued or outstanding. As of the date hereof, except under the Company Stock Plans and Warrant Agreement, in each case in the amounts set forth above, Company does not nowhave and is not bound by any outstanding subscriptions, and at options, warrants, calls, rights, commitments or agreements of any character calling for the Effective Time purchase or issuance of, or the payment of, any amount based on, any shares of Company Common Stock, Company Preferred Stock, Voting Debt or any other equity securities of Company or any securities representing the right to purchase or otherwise receive any shares of Company Common Stock, Company Preferred Stock, Voting Debt or other equity securities of Company (“Equity Rights”). As of the Company Capitalization Date, there will not beare no contractual obligations of Company or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible equity security of Company or its Subsidiaries or any securities representing the right to purchase or other agreements or commitments obligating Company to issue, transfer or sell otherwise receive any shares of its capital stock or any other issued equity security of Company or unissued its Subsidiaries or (ii) other than the Company Stock Plans, pursuant to which Company or any of its Subsidiaries is or could be required to register shares of Company capital stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”). Section 3.2(a)(i) of the Company Disclosure Schedule sets forth a true and complete list of all Company Stock Options outstanding as of the Company Capitalization Date, specifying, on a holder-by-holder basis, (i) the name of each holder, (ii) the number of shares subject to each such award, (iii) the grant date of each such award, (iv) the vesting schedule of each such award, (v) the exercise price for each such award, (vi) the expiration date of each such Company Stock Option, (vii) whether any Company Stock Option is intended to qualify as an “incentive stock option” under Section 422 of the Code and (viii) the Company Stock Plan under which each such award was granted. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of any Company Common Stock, Company Preferred Stock, Voting Debt, other equity securities of Company or Equity Rights. There have not been any adjustments to the Warrant Price (as defined in the Warrant Agreement) or the number of shares of Company Subsidiary except as set forth above (including Common Stock purchasable upon the exercise of the options and Rights and conversion any Warrant, pursuant to Section 4 of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Warrant Agreement, and after the Effective Time the Surviving Corporation will nor have no obligation there been any amendments to issue, transfer or sell any Shares or other capital stock or other securities waivers of the Surviving Corporation pursuant to any Plan or pursuant to any subscriptionterms of the Warrant Agreement since it became effective on November 2, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matter2012.

Capitalization. The authorized and issued capital stock of Company the Offeror consists of 100,000,000 Shares and 2,000,000 an unlimited number of common voting shares of Preferred Stock, without par value (also called Aurora Shares), unlimited number of Class “A” Shares with a par value of $1.00 per share (the "Preferred Stock")each; and unlimited number of Class “B” Shares with a par value of $5.00 each, of which 488,284,116 Aurora Shares have been validly issued and are outstanding as fully paid and non-assessable shares as of January 23, 2018 and have not been issued in violation of any pre-emptive rights. As of June 11January 23, 19972018, (i) 38,994,413 an aggregate of up to 36,021,753 Aurora Shares were are issuable upon the exercise of outstanding stock options, share purchase warrants, and convertible securities. The Aurora Shares to be delivered pursuant to the Contemplated Transactions will be duly allotted for issuance and will be validly issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares are duly authorized, validly issued, fully paid and nonassessable non-assessable securities and free will not have been issued in violation of preemptive any pre-emptive rights. There Except as disclosed in the Offeror Public Disclosure Record, there are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any no options, warrants, subscriptionsconversion privileges, calls, rights, convertible securities commitments (contingent or otherwise) or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company Contract or any Company Subsidiary except as set forth above right or privilege (including upon whether by Law, pre-emptive or contractual) capable of becoming an agreement, for the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offerpurchase, no Sharesallotment or issuance of, Preferred Sharesor subscription for, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant Offeror, or any securities convertible or exchangeable into, or exercisable for, or otherwise evidencing a right to acquire, any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitmentsecurities of the Offeror. All securities of the Offeror (including the stock options) have been issued in compliance with all applicable corporate Laws and Securities Laws. Other than the DebenturesAurora Shares, neither Company nor stock options and convertible securities, there are no securities of the Offeror or of any Company Subsidiary has of its subsidiaries outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote generally (or are convertible into or exercisable exchangeable for securities having the right to votevote generally) with the stockholders shareholders of Company or any Company Subsidiary the Offeror on any matter. There are no outstanding Contracts or other obligations of the Offeror to (i) repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any of its outstanding securities, (ii) make any investment in or provide any funds to (whether in the form of a loan, capital contribution or otherwise) any person in excess of $5 million in the aggregate, other than a wholly-owned subsidiary of the Offeror, or (iii) provide any guarantee with respect to any person (other than a wholly-owned subsidiary of the Offeror). There are no outstanding bonds, debentures or other evidences of indebtedness of the Offeror or any of its subsidiaries having the right to vote with the holders of the outstanding the Aurora Shares on any matters.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 39,990,549 shares of Company Common Stock, 9,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, par value $1.00 per share Series A of the Company (the "“Company Series A Preferred Stock"”) and 451 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B of the Company (“Company Series B Preferred Stock”). As of June 11the date hereof, 1997, there are (i) 38,994,413 Shares were 17,883,472 shares of Company Common Stock issued and outstanding (excluding Shares held by Company in treasury)outstanding, (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined no shares of Company Common Stock held in Section 6.14) of Companytreasury, (iii) 178,518 Shares were subject to 194,233 shares of Company Common Stock reserved for issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012upon the exercise of the outstanding Company Stock Options, (iv) 156,824 shares of Company Common Stock outstanding in respect of Company Restricted Stock Awards and no shares of Preferred Company Common Stock were outstandingreserved for issuance upon the settlement of outstanding restricted stock units, and (v) Rights to purchase 389,945 no preferred shares of Company Series A Preferred Stock outstanding, (vi) no preferred shares of Company Series B Preferred Stock were outstanding and (excluding Rights attached to Shares held by vii) no other shares of capital stock or other equity securities of the Company in its treasury)issued, reserved for issuance or outstanding. All of the issued and outstanding Shares shares of Company Common Stock have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable and free of any preemptive rights, with no personal liability attaching to the ownership thereof. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which indebtedness that have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the on any matters on which stockholders of the Company may vote. Other than the Company Equity Awards, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating the Company to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of Company Common Stock or other equity interests of the Company, other than the Support Agreements. Section 3.2(a)(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of all the Company Equity Awards issued and outstanding under each Company Equity Plan specifying, on a holder-by-holder basis, the (A) name of each holder, (B) number of shares subject to each such Company Equity Award, (C) grant date of each such Company Equity Award, (D) vesting schedule for each such Company Equity Award, (E) exercise price for each such Company Equity Award that is a Company Stock Option, and (F) expiration date for each such Company Equity Award that is a Company Stock Option. Other than the Company Equity Awards, no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of the Company or any Company Subsidiary on any matterof its Subsidiaries) are outstanding.

Capitalization. The authorized As of the date hereof, the Company has (i) 57,283,929 Shares issued and outstanding, which include (A) 31,659,628 Shares issued to the Depositary to facilitate future issuance of ADSs upon exercise of options under the Company’s Incentive Plan and (B) 1,708,800 Shares held by the Company in treasury. As of the date hereof, the Company has (w) 11,695,513 Shares issuable pursuant to the outstanding Convertible Notes (assuming full conversion, without giving effect to any restriction contained in the Convertible Notes), (x) 4,778,846 Shares issuable pursuant to the outstanding Warrants (assuming full conversion, without giving effect to any restriction contained in the Warrants), (y) 18,135,200 Shares issuable pursuant to outstanding options under the Company’s Incentive Plan, and no other Shares issuable pursuant to any outstanding Equity Securities exercisable or exchangeable for, or convertible into, any capital stock of Company consists of 100,000,000 Shares and 2,000,000 shares of Preferred Stockthe Company other than those set forth in the foregoing (w), par value $1.00 per share (the "Preferred Stock"x) and (y). As of June 11the date hereof, 1997, (i) 38,994,413 the Company has 14,649,543 Shares were issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding available for issuance under all Plans (as defined in Section 6.14) of the Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)’s Incentive Plan. All of the issued and outstanding Shares are duly authorized, validly issued, fully paid and nonassessable non-assessable and free of preemptive rightsrights of any Persons and similar rights and were issued in compliance with all applicable securities Laws. There Other than the Company’s Incentive Plan, the Convertible Notes and the Warrants, the Incsight Agreement and a consulting agreement pursuant to which the Company shall pay certain finder’s compensation, there are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or no outstanding or any options, warrants, subscriptionsrights to subscribe to, calls, rights, convertible securities or other agreements calls or commitments obligating Company of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to issuesubscribe for or acquire, transfer any Equity Securities of the Company, or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Contracts by which the Company or any Company Subsidiary except as set forth above (including upon the exercise is or may become bound to issue additional Equity Securities of the options and Rights and conversion Company, or securities or rights convertible or exchangeable into Equity Securities of the convertible debentures referred to above)Company. Immediately prior to the consummation None of the Amended OfferCompany or its Subsidiaries is subject to any obligation (contingent or otherwise) to purchase or otherwise acquire or retire any of its outstanding Equity Securities. Except as provided in this Agreement, no Shares, Preferred Shares, Preferred Stock Person has the right to require the Company to register any Equity Securities of the Company with the SEC or any other securities Governmental Authority, whether on a demand or piggy-back basis or in connection with the registration of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to Company for its own account or for the account of any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterPerson.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 500,000,000 Company Shares and 2,000,000 25,000,000 shares of Preferred Stockpreferred stock, $0.01 par value $1.00 per share share, of the Company (the "“Company Preferred Stock"Shares”). As of June 11September 17, 19972004, (i) 38,994,413 238,193,195 Company Shares (excluding treasury shares) were issued and outstanding, (ii) 13,767,310 Company Shares were held by the Company in its treasury, (iii) no Company Preferred Shares were issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012outstanding, (iv) no shares of Preferred 100,000 Company Shares were reserved for issuance under the Company’s 1998 Non-Employee Director Stock were outstandingPlan, and (v) Rights 2,000,000 Company Shares were reserved for issuance under the Company’s Savings Plan, (vi) 1,000,000 Company Shares were reserved for issuance under the Company’s 2000 Employee Incentive Plan and (vii) 36,000,000 Company Shares were reserved for issuance under the Company’s Stock Incentive Plan and Company Options to purchase 389,945 acquire 27,779,630 Company Shares were outstanding. No shares of Series B Preferred Stock were outstanding (excluding Rights attached to capital stock of the Company are owned by any Subsidiary of the Company. None of the Company Shares held by the Company in its treasury)treasury were acquired from any current or former Subsidiary of the Company. All of the outstanding shares of capital stock of the Company have been duly authorized and validly issued and outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and free of preemptive and similar rights. There Except as set forth above, there are not nowno outstanding (i) shares of capital stock, and at Debt Securities or other voting securities of or ownership interests in the Effective Time there will not beCompany, (ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock, Debt Securities or voting securities of, or ownership interests in, the Company, (iii) subscriptions, calls, Contracts, commitments, understandings, restrictions, arrangements, rights, warrants, options or other rights to acquire from the Company or any Subsidiary of the Company, or obligations of the Company or any Subsidiary of the Company to issue any capital stock, Debt Securities, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, Debt Securities, voting securities, or ownership interests in, the Company, or obligations of the Company or any Subsidiary of the Company to grant, extend or enter into any such agreement or commitment or (iv) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of the Company, or to vote or to dispose of any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise Company. All of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other outstanding equity securities of the Surviving Corporation pursuant Company have been offered and issued in compliance with all applicable securities laws, including the Securities Act and “blue sky” laws, except where the failure to any Plan or pursuant be in compliance would not be reasonably expected to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither cause a Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterMaterial Adverse Effect.

Capitalization. The As of the date of this Agreement, the authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 (A) 200,000,000 shares of Company Common Stock and (B) 50,000,000 shares of Company Preferred Stock, par value $1.00 per share (of which 100,000 shares have been designated Series A Junior Participating Preferred Shares which may be issued upon the "Preferred Stock")exercise of the Company Rights. As of June 11, 1997the date of this Agreement, (iA) 38,994,413 Shares 35,493,141 shares of Company Common Stock were issued and outstanding (excluding Shares held by Company in treasury)outstanding, of which 3,144,642 were Claims Reserve Shares, (iiB) options to acquire 3,824,848 Shares 313,547 shares of Company Common Stock were outstanding under all Plans (as defined held in Section 6.14) the treasury of the Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (ivC) no shares of Company Preferred Stock were outstanding, and (vD) Rights to purchase 389,945 shares of Series B Preferred Stock 35,164 were outstanding (excluding Rights attached to Restricted Shares held by Company in its treasury). All of the issued and outstanding under the Special Recognition Plan and (E) no Restricted Shares were outstanding under the Employee Restricted Stock Plan. All issued and outstanding shares of the capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable non-assessable, and free no class of capital stock is entitled to preemptive rights. There are not nowno bonds, and at debentures, notes or other indebtedness of the Effective Time Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Company Stockholders may vote. As of the date of this Agreement, there will not beare no options, warrants, preemptive or other outstanding rights, stock appreciation rights, conversion rights, redemption rights, repurchase rights, agreements, arrangements or commitments of any kind to which the Company or its Significant Subsidiaries is a party, or by which the Company or its Significant Subsidiaries are bound, obligating the Company or its Significant Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant Company or its Significant Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any person a right to subscribe for or acquire, any Plan securities of the Company or pursuant to any subscriptionits Significant Subsidiaries, optionand no securities or obligations evidencing such rights are authorized, warrantissued or outstanding other than (x) Company Rights, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have (y) Warrants representing the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders purchase 4,839,018 shares of Company or any Company Subsidiary on any matterCommon Stock, and (z) 35,190 DSUs issued and outstanding under the Deferred Director Plan.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 (i) 123,000,000 shares of Preferred StockCompany Common Stock and (ii) 10,000,000 shares of preferred stock, par value $1.00 0.001 per share share, (the "“Company Preferred Stock"”). As of June 11the close of business on October 19, 1997, 2015 (ithe “Capitalization Date”): (a) 38,994,413 Shares 71,747,336 shares of Company Common Stock were issued and outstanding outstanding; (excluding Shares b) no shares of Company Preferred Stock were issued or outstanding; (c) no shares of Company Common Stock were held by the Company in its treasury), ; (iid) options to acquire 3,824,848 Shares there were outstanding under all Plans Company Options to purchase 3,085,692 shares of Company Common Stock; (as defined in Section 6.14e) 2,702,801 shares of Company, (iii) 178,518 Shares Company Common Stock were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, pursuant to outstanding Company RSUs; and (ivf) no 5,611,719 shares of Preferred Company Common Stock were outstanding, and (v) Rights to purchase 389,945 shares reserved for the future grant of Series B Preferred Company Equity Awards under the Stock were outstanding Plans (excluding Rights attached to Shares held by shares reserved for issuance upon exercise of the Company in its treasuryOptions or settlement of the Company RSUs). All of the Such issued and outstanding Shares are shares of Company Common Stock have been, and all shares that may be issued pursuant to any Stock Plan or as contemplated or permitted by this Agreement will be, when issued in accordance with the respective terms thereof, duly authorized, authorized and validly issued, or in the case of shares that have not yet been issued, will be, fully paid and nonassessable and free of preemptive rights. There are not nowno outstanding contractual obligations of the Company of any kind to redeem, and at the Effective Time there will not be, purchase or otherwise acquire any outstanding shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitmentCompany. Other than the DebenturesCompany Common Stock, neither Company nor any Company Subsidiary has there are no outstanding any bonds, debentures, notes or other obligations Indebtedness or securities of the holders of which have Company having the right to vote (or, other than the outstanding Company Equity Awards, convertible into, or are convertible into or exercisable for exchangeable for, securities having the right to vote) with the on any matters on which stockholders of the Company or may vote. Except for the Voting Agreements, neither the Company nor any Company Subsidiary is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive right or rights of first refusal or similar rights with respect to any Company securities or securities of any wholly-owned Company Subsidiary. Section 3.2(a) of the Company Disclosure Schedules sets forth a list of the holders of Company Options and Company RSUs as of the Capitalization Date, including (to the extent applicable) the date on any matterwhich each such Company Option or Company RSU was granted, the number of shares of Company Common Stock subject to such Company Option or Company RSU, the expiration date of such Company Option and the price at which such Company Option may be exercised (if any) under an applicable Stock Plan and the vesting schedule and vested or unvested status of each of such Company Option or Company RSU. All shares of Company Common Stock issuable upon exercise of Company Options and Company RSUs have been duly reserved for issuance by the Company.

Capitalization. The authorized capital stock of the Company consists of 100,000,000 50,000,000 Common Shares and 2,000,000 1,000,000 shares of Preferred Stock, no par value $1.00 per share (the "Preferred Stock")value. As of June 11the close of business on July 28, 19971998, (i) 38,994,413 28,222,671 Common Shares were issued and outstanding (excluding Shares held by Company in treasury)outstanding, (ii) options to acquire 3,824,848 and 244,000 Common Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with the Company's 5 3/4% Convertible Subordinated Debentures due 2012treasury, (iv) and no shares of Preferred Stock were issued and outstanding. The Company has no shares reserved for issuance, except that, as of July 28, 1998, there were 1,666,760 Common Shares reserved for issuance pursuant to outstanding Options under the Option Plan, all of which were granted prior to March 31, 1998. The Options Schedule sets forth the name of each holder of an outstanding Option under the Option Plan, and (v) Rights with respect to each Option held by any such holder, the grant date, exercise price and number of Common Shares for which such Option is exercisable. As of the date hereof, the Company has no options to purchase 389,945 Common Shares outstanding other than those granted and outstanding under the Option Plan. Since December 31, 1997, the Company has not issued any shares of Series B Preferred Stock were capital stock except pursuant to the exercise of Options outstanding (excluding Rights attached to Shares held by Company in its treasury)as of such date. All of the outstanding Common Shares are, and all Common Shares which may be issued and pursuant to the exercise of outstanding Shares are Options will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rightsnonassessable. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote indebtedness having general voting rights (or convertible into securities having such rights) of the Company or any of its Subsidiaries issued and outstanding. Except as set forth on the Options Schedule and except as contemplated by this Agreement, or between the Company and one or more of its direct or indirect wholly-owned subsidiaries, there are no existing options, warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of the Subsidiaries, obligating the Company or any of the Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock of, or other equity interest in or voting security of, the Company or any of the Subsidiaries or securities convertible into or exercisable exchangeable for such shares or equity interests or voting securities having and neither the right Company nor any of the Subsidiaries is obligated to vote) with grant or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. Except as contemplated by this Agreement or between the stockholders Company and one or more of its direct or indirect wholly-owned subsidiaries, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Common Shares or the capital stock of the Company Subsidiary or any of the Subsidiaries. Each of the outstanding shares of capital stock of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and such shares of the Company's Subsidiaries as are owned by the Company or by a subsidiary of the Company are owned in each case free and clear of any Lien (as hereinafter defined). Other than as set forth on the Contracts Schedule, the Company has not agreed to register any mattersecurities under the Securities Act or under any state securities law or granted registration rights to any person or entity.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares (i) 275,000,000 Shares, and 2,000,000 (ii) 5,000,000 shares of Preferred Stockpreferred stock, par value $1.00 0.001 per share (the "“Company Preferred Stock"”). As of June 1129, 19972009, (i) 38,994,413 109,618,787 Shares were issued and outstanding (excluding not including Shares held by Company in treasurythe treasury of the Company), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares which are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. There non-assessable, (ii) no Shares are not nowheld by the Subsidiaries, (iii) 12,729,729 Shares were reserved for future issuance for grant or available for grant Company Stock Options pursuant to the Company Stock Option Plans, (iv) 32,000 Shares were reserved for future issuance pursuant to outstanding Company Restricted Awards (together with the Company Stock Options, the “Company Stock Awards”), (v) 135,604 Shares were reserved for future issuance pursuant to the Company’s outstanding 3.125% Convertible Senior Notes due 2011 (the “Old Convertible Notes”), (vi) 30,563,235 Shares were reserved for future issuance pursuant to the Company’s outstanding 3.125% Convertible Senior Notes due 2013 (the “New Convertible Notes” and, together with the Old Convertible Notes, the “Convertible Notes”), (vii) 796,918 Shares were reserved for future issuance pursuant to outstanding warrants issued to Kingsbridge Capital Limited, (viii) 2,162,162 Shares were reserved for future issuance pursuant to outstanding warrants issued in the Company’s 2007 registered direct offerings, (ix) 1,848,467 Shares were reserved for future issuance pursuant to outstanding warrants issued pursuant to the Warrant Exchange Agreement (the “CVI Warrant”), and at (x) no shares of Company Preferred Stock were issued and outstanding. Except as disclosed in Section 4.03(1) of the Effective Time Company Disclosure Schedule, and except for the Preferred Shares Purchase Rights (the “Company Rights”) issued pursuant to the Company Rights Agreement, there will not beare no options, warrants, convertible debt or other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or obligating the Company to issue or sell any shares of capital stock of Company issued or outstanding or any optionsof, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating equity interests in, the Company. Section 4.03(2) of the Company Disclosure Schedule accurately sets forth each currently outstanding form of Warrant issued by the Company and the following information with respect to issueeach such currently outstanding Warrant: (1) the aggregate number and type of shares receivable upon exercise of such outstanding Warrants, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise price thereof, and the expiration date, (2) whether or not as a result of the options Merger such Warrant by its terms will terminate, will not be assumed by BioSante and Rights will no longer be outstanding immediately following the Merger and conversion any required notices or consents with respect thereto, (3) whether or not as a result of the convertible debentures referred to above). Immediately prior to Merger such Warrant by its terms will be assumed by BioSante and the consummation corresponding calculation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities adjustment to such Warrant’s number and type of Company will be subject to issuance pursuant to shares receivable upon exercise thereof and the Rights Agreement, and exercise price thereunder immediately after the Effective Time the Surviving Corporation will have no obligation to issueand any required notices or consents with respect thereto, transfer and (4) whether or sell any Shares or other capital stock or other securities not as a result of the Surviving Corporation pursuant to any Plan Merger such Warrant by its terms gives the Company or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have Warrant Holder the right to vote (call or are convertible into put, as applicable, the Warrant for cash or exercisable for securities having shares and the right to vote) corresponding cash or share consideration payable with the stockholders of Company or any Company Subsidiary on any matterrespect thereto.

Capitalization. The authorized capital stock After giving effect to the sale of Company consists of 100,000,000 Shares the Series B-2 Preferred Stock and 2,000,000 shares of Preferred Stockthe 2008 Warrants to the Purchasers, par value $1.00 per share (at the "Preferred Stock"). As of June 11, 1997Closing, (i) 38,994,413 Shares were the authorized number of shares of Capital Stock of the Company will consist only of 100,000,000 common shares (the “Common Stock”), of which 10,396,018 shares have been issued and outstanding (excluding Shares held by Company in treasury)are outstanding, (ii) options 2,500,000 preferred shares, of which only (x) 257,526 shares of Series B-1 Preferred Stock and (y) the Series B-2 Preferred Stock sold to acquire 3,824,848 Shares were the Purchasers pursuant to this Agreement will have been issued and outstanding under all Plans (as defined in Section 6.14) of Companythe Closing Date, and (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred any class of the Capital Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares the Company will be held by the Company in its treasury)treasury or by the Company’s Subsidiaries. All Upon consummation of the sale of the Series B-2 Preferred Stock and the 2008 Warrants to the Purchasers, all of the issued and outstanding Shares are shares of Capital Stock of the Company shall have been duly authorized, authorized and validly issued, fully paid and nonassessable and shall be free of preemptive rightsrights except as set forth in the Certificate of Designation. There are not nowUpon consummation of the sale of the Series B-2 Preferred Stock and the 2008 Warrants to the Purchasers, except as set forth on Schedule 4.2 and other than the Series B Preferred Stock, the 2008 Warrants and employee stock options under the 2002 Stock Awards Plan and the 2007 Stock Awards Plan of the Company, there shall be no securities of the Company or any of its Subsidiaries that will be convertible into or exchangeable for shares of any Capital Stock of the Company or any of its Subsidiaries, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any no options, warrantscalls, subscriptions, callsconvertible securities, or other rights, convertible securities or other agreements or commitments obligating which will obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of its capital stock Capital Stock of, or other issued or unissued capital stock or other securities of interests in, the Company or any of its Subsidiaries. Except as set forth on Schedule 4.2, upon consummation of the sale of the Series B-2 Preferred Stock and the 2008 Warrants to the Purchasers, there shall be no outstanding obligations of the Company Subsidiary or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Capital Stock of the Company or any of its Subsidiaries and none of the Company or any of its Subsidiaries shall have any awards or options outstanding under any stock option plans or agreements or any other outstanding stock-related awards. As of the Closing Date and immediately after the Closing, except as set forth above (including upon on Schedule 4.2 and other than the exercise Series B Preferred Stock, none of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock Company or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation its Subsidiaries will have no any obligation to issue, transfer or sell any Shares shares of Capital Stock of the Company or its Subsidiaries. Except as set forth on Schedule 4.2, there are no voting trusts or other capital stock agreements or other securities understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting or disposing of Capital Stock of the Surviving Corporation pursuant to Company or any Plan of its Subsidiaries. Except as set forth on Schedule 4.2, none of the Company or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor of its Subsidiaries has any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations or other securities that entitle the holders of which have the right thereof to vote (with the shareholders of the Company or any of its Subsidiaries on any matter or which are convertible into or exercisable for securities having the such a right to vote) with the stockholders of Company or any Company Subsidiary on any matter.

Capitalization. The On the Closing Date, after giving effect to the transactions contemplated by this Agreement, the authorized share capital stock of the Company consists shall consist of 100,000,000 Shares and 2,000,000 shares of Preferred Stock, par value $1.00 per share (the "Preferred Stock"). As of June 11, 1997, (i) 38,994,413 Shares were 11,000,000 Ordinary Shares, of which 3,598,029 shares are issued and outstanding (excluding Shares held by Company in treasury)outstanding, (ii) options 5,000,000 preference shares, par value US$0.01 per share, consisting of: (A) 417,974 Series A Preferred Shares, all of which are issued and outstanding, (B) 2,656,378 Series B Preferred Shares, all of which are issued and outstanding and (C) 1,255,619 Preferred Shares, all of which are issued and outstanding. On the Closing Date, after giving effect to the transactions contemplated by this Agreement, one Preferred Share shall be convertible into one Ordinary Share. Part I of Schedule 1 sets forth as of (i) immediately prior to the Closing on the Closing Date and without giving effect to the transactions contemplated by the Transaction Documents, a true and complete list of the registered shareholders of the Company and, opposite the name of each such shareholder, the amount and type of shares of the Company owned by such shareholder and (ii) immediately after the Closing on the Closing Date, a true and complete list of the registered shareholders of the Company and, opposite the name of each such shareholder, the amount and type of shares of the Company to be owned by such shareholder. The Company has reserved an aggregate of 1,480,889 Ordinary Shares for issuance under the Share Option Plan, of which 1,165,900 have been granted or have been agreed by the Company to be granted, 200,000 have been granted and exercised and 114,989 remain available for future grant. The Company has reserved an aggregate of 1,255,619 Ordinary Shares for issuance upon conversion of the Subscribed Shares. Except as set forth on the Disclosure Schedule, Part I and Part II of Schedule 1 and for Ordinary Shares reserved pursuant to the Share Option Plan, there are no options, warrants, conversion privileges, subscription or purchase rights or other rights presently outstanding to purchase or otherwise acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14i) any authorized but unissued, unauthorized or treasury shares of the Company’s or any Subsidiary’s capital stock, (ii) any Equity Securities of the Company or any Subsidiary or (iii) 178,518 any other securities of the Company or any Subsidiary, and there are no commitments, contracts, agreements, arrangements or understandings by the Company or any Subsidiary to issue any shares of the Company’s or any Subsidiary’s capital stock or any Equity Securities or other securities of the Company or any Subsidiary. The Subscribed Shares were are duly authorized, and when issued and sold to the Purchasers after payment therefor, will be validly issued, fully paid and non-assessable, will be issued in compliance with the registration and qualification requirements of all applicable securities laws, will not be subject to any preemptive right or similar rights that have not been satisfied and will be free and clear of all other Liens (other than those imposed by the Joint Venture Agreement). The Subscribed Shares to be issued and sold to General Atlantic, when issued and sold to General Atlantic, shall represent a 10.03 % fully-diluted ownership interest in the Company (assuming the completion of the Share Buyback, the grant and exercise of all options under the Share Option Plan and the conversion and exercise of all other Ordinary Share equivalents, but excluding any Ordinary Shares issuable upon conversion of the Notes). The Subscribed Shares to be issued and sold to Fidelity, when issued and sold to Fidelity, shall represent a 3.6% fully-diluted ownership interest in the Company (assuming the completion of the Share Buyback the grant and exercise of all options under the Share Option Plan and the conversion an exercise of all other Ordinary Share equivalents, but excluding Ordinary Shares issued upon conversion of the Notes). The Ordinary Shares issuable upon conversion of the Subscribed Shares have been duly reserved for issuance upon conversion of the Subscribed Shares and, when issued in connection compliance with Company's 5 3/4% Convertible Subordinated Debentures due 2012the provisions of the M&AA will be validly issued, fully paid and non-assessable, will be issued in compliance with the registration and qualification requirements of all applicable securities laws, will not be subject to any preemptive rights or similar rights that have not been satisfied and will be free and clear of all other Liens (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held other than those imposed by Company in its treasurythe Joint Venture Agreement). All of the issued and outstanding Ordinary Shares are all duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. There are not nownon-assessable, and at the Effective Time there will not be, any shares of capital stock of Company were issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) in compliance with the stockholders registration and qualification requirements of Company or any Company Subsidiary on any matterall applicable securities laws.

Capitalization. The authorized capital stock of Company consists of 100,000,000 Shares and 2,000,000 shares of Preferred Stock, par value $1.00 per share (the "Preferred Stock"). As of June 11the date of this Agreement, 1997, (i) 38,994,413 Shares were the issued and outstanding Membership Interests of the Company consisted of (excluding Shares a) 40,914,962 Company Common Units; (b) no Company Common Units held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by the Company in its treasury); (c) 27,586,207 Subordinated Units; (d) the Incentive Distribution Rights; (e) the Transocean Member Interest; and (f) 212,971 Company Common Units reserved for issuance upon the settlement of outstanding Phantom Unit Awards. From March 31, 2016 to the date of this Agreement, the Company has not issued any Company Common Units (other than pursuant to Phantom Unit Awards that were outstanding as of March 31, 2016) or other Membership Interests, other limited liability company interests, voting securities or other equity interests, or any securities convertible into or exchangeable or exercisable for any Membership Interests or other limited liability company interests, voting securities or other equity interests. All of issued Company Common Units, Subordinated Units, Incentive Distribution Rights and the issued and outstanding Shares Transocean Member Interest are duly authorized, validly issued, fully paid (to the extent required under the Company LLC Agreement), nonassessable (except as such nonassessability may be affected by Sections 20, 31, 40 and nonassessable 49 of the Xxxxxxxx Islands Act and except as may otherwise be provided in the Company LLC Agreement) and free of preemptive rightsrights (except as provided in the Company LLC Agreement). There As of the date of this Agreement, except as set forth in this ‎Section 3.3 or as provided in the Company LLC Agreement, the Omnibus Agreement or in ‎Section 5.13, (x) there are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or no outstanding or any authorized Membership Interests and there are no options, warrants, calls, subscriptions, callsconvertible securities, preemptive rights or other rights, convertible securities or other agreements agreements, claims or commitments obligating which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of its capital stock Membership Interests or other issued or unissued capital stock limited liability company interests, voting securities or other securities of equity interest in the Company or any Company Subsidiary except as set forth above of its Subsidiaries or securities convertible into or exchangeable for such Membership Interests, limited liability company interests, voting securities or equity interests, (including upon the exercise y) there are no outstanding or authorized contractual obligations of the options Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Membership Interests or other limited liability company interests, voting securities or other equity interest in the Company or any of its Subsidiaries or any such securities or agreements listed in clause (x) of this sentence, and Rights and conversion (z) there are no voting trusts or similar agreements to which the Company or any of the convertible debentures referred to above). Immediately prior its Subsidiaries is a party with respect to the consummation voting of any Membership Interests or other limited liability company interests, voting securities or other equity interest in the Amended Offer, no Shares, Preferred Shares, Preferred Stock Company or any other securities of its Subsidiaries. The Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have has no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders Members of the Company or any Company Subsidiary on any matter.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 200,000,000 shares of Preferred Company Common Stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $1.00 per share (the "Preferred Stock")share. As of June 11the date of this Agreement, 1997, there are (i) 38,994,413 Shares were 101,227,573 shares of Company Common Stock issued and outstanding, which number includes 632,861 shares of Company Common Stock granted in respect of outstanding Company Restricted Stock Awards (excluding Shares held by Company in treasuryassuming achievement of any applicable performance goals at the target level), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) 135,000 shares of CompanyCompany Series C Preferred Stock issued and outstanding, (iii) 178,518 Shares were subject to issuance 65,267,315 shares of Company Common Stock held in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012treasury, (iv) no zero shares of Preferred Company Common Stock were outstandingreserved for issuance upon the exercise of outstanding stock options to acquire shares of Company Common Stock, and (v) Rights to purchase 389,945 376,800 shares of Series B Preferred Company Common Stock were reserved for issuance upon the settlement of outstanding Company Restricted Stock Unit Awards (excluding Rights attached assuming achievement of any applicable performance goals at the target level), (vi) 2,823,490 shares of Company Common Stock reserved for issuance pursuant to Shares held by future grants under the Company in its treasury)Stock Plans and (vii) no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All of the issued and outstanding Shares shares of Company Common Stock have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which indebtedness that have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the on any matters on which stockholders of the Company may vote. No trust preferred or subordinated debt securities of the Company are issued or outstanding. Other than Company Equity Awards, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating the Company to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the Company Subsidiary on any matterCommon Stock or other equity interests of Company.

Capitalization. The authorized capital stock of the Company consists of 100,000,000 10,000,000 Shares and 2,000,000 10,000,000 shares of Preferred Stock, par value $1.00 per share (the "Company Preferred Stock"). As of June 11May 31, 1997, (i) 38,994,413 5,727,422 Shares were issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares all of Series B Preferred Stock which were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and free of not subject to preemptive rights. There are not now, (ii) no Shares were held in the treasury of the Company, (iii) no Shares were held by the Subsidiaries, and at (iv) 650,687 Shares were reserved for future issuance pursuant to the Effective Time Stock Option Plans of which 443,313 Shares were reserved for issuance upon exercise of existing options. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. Since May 31, 1997 to the date of this Agreement, the Company has not issued any Shares or granted any Options covering Shares. Except as set forth in this Section 3.03, or Section 3.03 of the Disclosure Schedule, there will not beare no options, convertible securities, warrants or other rights, agreements, arrangements or commitments relating to the issued or unissued capital stock obligating the Company or any Subsidiary to issue or sell or cause to be issued, delivered or sold, additional shares of capital stock of the Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company to issuegrant, transfer extend or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Other than the Debenturescommitment any shares of capital stock of, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other equity interests in, the Company or any Subsidiary. All Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the holders Company or any Subsidiary to repurchase, redeem or otherwise acquire any Shares or any capital stock of which have any Subsidiary or to provide funds to, or make any investment (in the right form of a loan, capital contribution or otherwise) in, any Subsidiary or any other person. Except as disclosed in Section 3.01 of the Disclosure Schedule, (i) all of the outstanding capital stock of, or other ownership interests in, each Subsidiary, has been validly issued, is (in the case of capital stock) fully paid and nonassessable and (in the case of partnership interests) not subject to vote current or future capital calls, and is owned by the Company, directly or indirectly, free and clear of any lien and free of any other charge, claim, encumbrance, limitation or restriction (or are convertible into or exercisable for securities having including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests) with and (ii) there are not now, and on the stockholders Tender Offer Acceptance Date there will not be, any outstanding subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of any of the Subsidiaries, or otherwise obligating the Company or any Company Subsidiary on to issue, transfer or sell any mattersuch securities or to make any payments in respect of any of its securities or its equity.

Capitalization. The authorized share capital stock of the Company consists solely of 100,000,000 Shares and 2,000,000 140 million (140,000,000) Company Shares, of which no more than 28,955,759 shares were outstanding as of Preferred StockOctober 24, par value $1.00 per share (2003 of which 203,355 shares, which are reflected in the "Preferred Stock")Company’s Statement of Changes in Shareholders’ Equity as shares held by affiliates, are shares held in trust for issuance under the Company Share Option Plans or the Company Share Purchase Plans. As of June 11the date hereof, 1997, (i) 38,994,413 no Company Shares were issued held in the Company’s treasury and outstanding (excluding no Company Shares were beneficially held by any of the Company’s Subsidiaries. No Company in treasury)Shares are reserved for issuance, (ii) options except for 100,000,000 Company Shares reserved for issuance pursuant to acquire 3,824,848 Shares were outstanding under all Plans (the Rights Agreement, as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)3.24. All of the issued and outstanding Company Shares have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are Except as provided below and except as pursuant to the Company’s Dividend Reinvestment Plan (the “DRIP”), the Company does not nowhave and is not bound by any outstanding subscriptions, and at the Effective Time there will not beoptions, any shares of capital stock of Company issued or outstanding or any optionsrestricted shares, warrants, subscriptions, calls, stock appreciation rights, convertible securities commitments or agreements of any character calling for the acquisition or issuance of any Company Shares or any other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other equity securities of the Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have representing the right to vote acquire or otherwise receive any Company Shares or requiring any payment relating to the value or market price of Company Shares. The Company has Previously Disclosed (i) a list, as of October 24, 2003, of the Option Holders, the number of Company Share Options held by each such Option Holder, the Company Share Option Plan pursuant to which each such Company Share Option was granted and the price at which each such Company Share Option may be exercised under the applicable Company Share Option Plan, (ii) a list, as of October 24, 2003, of the holders under PARS (as defined in Section 9.11(a)) and the number of restricted Company Shares held by each such holder under PARS, (iii) a list, as of October 24, 2003, of Persons with Company Shares held in a trust under the Executive Share Plan (other than in connection with PARS) and the number of such shares corresponding to each such Person, and (iv) the number, as of October 24, 2003, of Company Shares underlying the outstanding Employee Purchase Rights under the Third Plan. Since October 24, 2003, the Company has not (i) issued any shares or are other equity securities or any securities convertible into or exercisable for securities having any shares or other equity securities, other than Company Shares issued upon the right to voteexercise, settlement or conversion of Company Share Options outstanding as of October 24, 2003, as described in the immediately preceding sentence, or as contemplated by Section 6.14 or (ii) with taken (other than as expressly contemplated by this Agreement) any actions which would cause an antidilution adjustment under any outstanding Company Share Options of the stockholders Company. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire, or to register for sale, any shares or other equity securities of the Company Subsidiary on or any matterof its Subsidiaries. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to vote or to dispose of any shares or other equity securities of any of its Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 (i) 1,000,000,000 shares of Preferred StockCompany Common Stock and (ii) 200,000,000 shares of preferred stock, par value $1.00 0.01 per share (the "“Preferred Stock"”). As At the close of June 11business on August 4, 19972014, and, subject to any changes permitted in accordance with Section 5.1, at the Closing Date, (iA) 38,994,413 Shares 293,399,469.342 shares of Company Common Stock were issued and outstanding (excluding Shares held by which includes 149,040 Restricted Company in treasuryShares), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (ivB) no shares of Preferred Stock were issued or outstanding, (C) 1,850,960 shares of Company Common Stock were reserved for issuance in connection with future grants of awards under the Company Equity Plan and (vD) Rights to purchase 389,945 no shares of Series B Preferred Company Common Stock were reserved for issuance pursuant to the terms of outstanding (excluding Rights attached awards granted pursuant to Shares held by the Company in its treasury)Equity Plan. All of the issued and outstanding Shares shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and free were issued in compliance with applicable securities Laws. Except as set forth in this Section 3.2, there is no other outstanding capital stock of preemptive rightsthe Company. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote Indebtedness having general voting rights (or are convertible into or exercisable for securities having such rights) (“Voting Debt”) of the right to vote) with the stockholders of Company or any Company Subsidiary on issued and outstanding. Except for the Restricted Company Shares, there are no (x) options, warrants, calls, LTIP units or profits interest units, stock appreciation rights, restricted stock, restricted stock units, “phantom” stock rights, performance units, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any matterkind, including any stockholder rights plan, relating to the issued or unissued capital stock of the Company, obligating the Company or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any Company Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment (collectively, “Company Equity Interests”) or (y) outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Company Shares or any capital stock of, or other Company Equity Interests in, the Company, any Company Subsidiary or any other Person, including under any stock repurchase plan, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in the Company, any Company Subsidiary or any other Person.

Capitalization. The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 19,000,000 shares of Preferred Company Common Stock, $.01 par value per share, and 1,000,000 shares of preferred stock, $1.00 .001 par value per share (the "“Company Preferred Stock"”). As of June 11the close of business on November 1, 19972005 (the “Company Measurement Date”), (ia) 38,994,413 Shares 10,826,064 shares of Company Common Stock were issued and outstanding (excluding Shares held by Company in treasury)outstanding, (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (ivb) no shares of Company Preferred Stock were issued and outstanding, (c) the Company had 116,850 shares of Treasury stock, and (vd) Rights Company Options to purchase 389,945 1,533,785 shares of Series B Preferred Company Common Stock were had been granted and remained outstanding under the Company Stock Option Plans, and (excluding Rights attached e) a warrant to Shares held purchase 1,725 shares of Company Common Stock. Except as permitted by Section 5.1(b), since the Company Measurement Date, no additional shares in its treasury). All of the Company have been issued and outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rightsno Rights (as defined below) have been granted. There are not now, and at Except as described in the Effective Time there will not be, any shares of capital stock of Company issued preceding sentence or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise in Section 3.3 of the options and Rights and conversion of Company Disclosure Letter, the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, Company has no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other securities or obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote on any matter on which any stockholder of the Company has a right to vote) with . All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. There are not as of the stockholders of date hereof any existing options, warrants, stock appreciation rights, stock issuance rights, calls, subscriptions, convertible securities or other rights which obligate the Company or any of its Subsidiaries to issue, exchange, transfer or sell any shares of the capital stock of the Company Subsidiary on or any matterof its Subsidiaries, other than rights to purchase shares of Company Common Stock issuable under the Company Stock Option Plans (“Rights”). As of the date hereof, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, reprice, redeem or otherwise acquire any shares of the capital stock of the Company or any of its Subsidiaries. As of the date hereof, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries.

Capitalization. (a) The authorized capital stock of Company Brands consists of 100,000,000 Shares and 2,000,000 50,000,000 shares of Preferred StockBrands Common Stock and 5,000,000 shares of preferred stock, par value $1.00 .001 per share (the "Brands Preferred Stock"). As of June 11the date of this Agreement, 1997, (i) 38,994,413 Shares were Brands has 9,178,294 shares of Brands Common Stock issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares all of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares are which have been duly authorized, validly issued, fully paid and nonassessable non-assessable. As of the Closing Date and free immediately prior to the Effective Time, there will be no more than 1,354,047 shares of preemptive rightsBrands Common Stock issued and outstanding, all of which have been duly authorized, validly issued, fully paid and non-assessable. There are not nowno shares of Brands Preferred Stock issued or outstanding. The stockholders holding the Brands Common Stock and the number of shares of Brands Common Stock held by each such stockholder is set forth on Schedule 5.2 attached hereto. All of the issued and outstanding shares of Brands Common Stock were issued in compliance with all applicable Laws including, without limitation, the Securities Act, the Exchange Act and at applicable Blue Sky Laws. Except as set forth on Schedule 5.2, there are no preemptive or other outstanding rights, options, warrants, conversion rights (including pursuant to convertible securities), stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind relating to the Effective Time issued or unissued capital stock of Brands or obligating Brands to issue or sell any shares of capital stock of, or other equity interests in, Brands. As of the date of this Agreement, there will not beare no outstanding contractual obligations of Brands to repurchase, redeem or otherwise acquire any shares of capital stock of Company issued Brands or outstanding to provide material funds to, or make any optionsmaterial investment (in the form of a loan, warrantscapital contribution or otherwise) in, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterPerson.

Capitalization. The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 (a) 25,000,000 shares of Preferred Common Stock, par value $1.00 .001 per share share, of which, as of March 8, 1999, 12,494,029 shares were outstanding, 4,142,858 shares are reserved for issuance upon conversion of the Preferred Stock and the Notes, 1,283,626 shares are reserved for issuance upon exercise of the Warrants, and 5,363,917 shares are reserved for issuance upon the exercise of certain stock options and warrants, and (the "Preferred Stock"). As b) 10,000,000 shares of June 11preferred stock, 1997par value $.001 per share, of which (i) 38,994,413 Shares were 3,000 shares have been designated Series A Preferred Stock, of which 3,000 shares are issued and outstanding (excluding Shares held by Company in treasury)outstanding, (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) 312,882 shares have been designated Series B Preferred Stock, of Companywhich 27,168 shares are issued and outstanding, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 20121,500 shares have been designated Series C Preferred Stock, (iv) no of which 1,000 shares of Preferred Stock were are issued and outstanding, and (viv) Rights to 80,000 shares have been designated Series D Preferred Stock. Upon the purchase 389,945 and sale of the shares of Series B the Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)the Purchaser pursuant to this Agreement, all of such shares will be duly and validly issued and outstanding. All of the outstanding capital stock has been validly issued and outstanding Shares are duly authorized, validly issued, is fully paid and nonassessable and free has been issued in compliance with all applicable securities laws (including the provisions of preemptive rightsthe Securities Act and the rules and regulations promulgated thereunder) and (ii) no outstanding capital stock or other equity securities of the Company ranks senior or pari passu with the Preferred Stock in right of payment of dividends, or rights upon liquidation or redemption. There are not nowno options, convertible securities, warrants, calls, pledges, transfer restrictions (except restrictions imposed by federal and at the Effective Time there will not bestate securities laws), voting restrictions, liens, rights of first offer, rights of first refusal, antidilution provisions or commitments of any character relating to any issued or unissued shares of capital stock of the Company issued other than as contemplated in the Related Documents. Except as contemplated by this Agreement and the Related Documents or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior inSchedule 4.3, there are no preemptive or other preferential rights applicable to the consummation issuance and sale of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscriptionCompany, optionincluding the Securities, warrantthe Dividend Shares, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations Conversion Shares and the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterWarrant Shares.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares 8,000,000 shares of Company Common Stock and 2,000,000 shares of Preferred Stockpreferred stock, par value $1.00 .01 per share (the "Company Preferred Stock"). As of June 11the date of this Agreement, 1997, there are (ix) 38,994,413 Shares were 2,943,320 shares of Company Common Stock issued and outstanding (excluding Shares and no shares of Company Common Stock held by Company in the Company's treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (ivy) no shares of Preferred Company Common Stock were outstandingreserved for issuance upon exercise of outstanding stock options except for (i) 639,126 shares of Company Common Stock reserved for issuance pursuant to the Company Option Plans and (ii) 291,388 shares of Company Common Stock reserved for issuance upon exercise of the option issued to Buyer pursuant to the Stock Option Agreement, dated March 10, 1997, between Buyer and the Company (the "Option Agreement"), and (vz) Rights to purchase 389,945 no shares of Series B Company Preferred Stock were issued or outstanding, held in the Company's treasury or reserved for issuance upon exercise of outstanding (excluding Rights attached to Shares held by Company in its treasury)stock options or otherwise. All of the issued and outstanding Shares shares of Company Common Stock have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are Except as referred to above or reflected in Section 3.2(a) of the Disclosure Schedule which is being delivered to Buyer concurrently herewith (the "Company Disclosure Schedule"), the Company does not nowhave and is not bound by any outstanding subscriptions, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities commitments or other agreements of any character calling for the purchase or commitments obligating Company to issue, transfer or sell issuance of any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Common Stock, Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities equity security of the Surviving Corporation pursuant to Company or any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have securities representing the right to vote (purchase or are convertible into or exercisable for securities having the right to vote) with the stockholders otherwise receive any shares of Company Common Stock, Company Preferred Stock or any other equity security of the Company. The names of the optionees, the date of each option to purchase Company Subsidiary on any matterCommon Stock granted, the number of shares subject to each such option, the expiration date of each such option, and the price at which each such option may be exercised under the Company Option Plans are set forth in Section 3.2(a) of the Company Disclosure Schedule.

Capitalization. The As of the date hereof, the authorized common stock of the Company on the date hereof is 4,000,000,000; (b) the number of shares of capital stock issued and outstanding as of December 13, 2016 is 1,307,401,310; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans is11,999,978; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Securities) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company consists as of 100,000,000 Shares and 2,000,000 shares of Preferred StockDecember 13, par value $1.00 per share (the "Preferred Stock"). As of June 11, 1997, (i) 38,994,413 Shares were issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)2016 are2,680,624,251. All of the issued and outstanding Shares shares of the Company’s capital stock have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable and free of preemptive pre-emptive rights. There are not now, All of the issued and at the Effective Time there will not be, any outstanding shares of capital stock of Company each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Other than described herein and in the Company's periodic reports filed with the SEC, there are no outstanding or any options, warrants, subscriptions, calls, rightsoptions, convertible securities or other rights, agreements or commitments obligating arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. The issuance and sale of the Securities hereunder will not obligate the Company to issue, transfer or sell any issue shares of its capital stock or other issued or unissued capital stock Common Stock or other securities to any other Person (other than the Investor) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or similar arrangement in effect giving any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have Person the right to vote (or are convertible into or exercisable for securities having purchase any equity interest in the right to vote) with Company upon the stockholders occurrence of Company or any Company Subsidiary on any mattercertain events.

Capitalization. The authorized capital stock of Company consists of 100,000,000 Shares and 2,000,000 50,000,000 shares of Company Common Stock, and 25,000,000 shares of preferred stock, $.01 par value per share, of which 1,000,000 shares have been designated Series D Stock, 250,000 shares have been designated Convertible Preferred Stock, par value $1.00 per share (the "and 200,000 shares have been designated Special Preferred Stock"). As of June 11the close of business on November 20, 1997, (i) 38,994,413 Shares 17,187,605 shares of Company Common Stock were issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the such issued and outstanding Shares shares are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. There As of November 20, 1997, (x) 2,051,364 shares of Company Common Stock were reserved for issuance upon exercise of outstanding options and 4,244,740 shares of Company Common Stock were reserved for issuance upon exercise of outstanding convertible preferred securities and (y) 1,873,550 shares of Company Common Stock were reserved for issuance upon exercise of the warrants, all of which warrants, options and Company Stock Option Plans are listed and described in Section 3.3 of the Disclosure Statement. Other than the Company Stock Option Plans and the warrants, Company has no other plan which provides for the grant of options or warrants to purchase shares of capital stock, stock appreciation or similar rights or stock awards. Except as set forth above, there are not now, and at the Effective Time Time, except for shares of Company Common Stock issued after the date hereof upon the conversion of convertible securities and the exercise of warrants and options outstanding on the date hereof or pursuant to Company's 401(k) Plan, there will not be, any shares of capital stock of Company issued or outstanding or any subscriptions, options, warrants, subscriptions, calls, claims, rights (including without limitation any stock appreciation or similar rights), convertible securities or other agreements or commitments of any character obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities securities. Company has paid all dividends payable through November 28, 1997 in respect of Company or any Company Subsidiary except as set forth above (including upon the exercise each of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Series D Preferred Stock or any other securities of Company will be subject to issuance pursuant to and the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterConvertible Preferred Stock.

Capitalization. The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 (i) 70,000 shares of Common Stock of which as of the date hereof 33,737 shares are validly issued and outstanding, fully paid and non-assessable, 5,123 shares of which have been duly and validly reserved for issuance upon conversion of the Senior Preferred Stock, par value $1.00 per share (and 2,979 shares of which have been duly and validly reserved for issuance upon conversion of the "Series B Preferred Stock"). As of June 11, 1997, (i) 38,994,413 Shares were issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (5,123 shares of Senior Preferred Stock of which as defined in Section 6.14) of Companythe date hereof 5,123 shares are validly issued and outstanding, fully paid and non-assessable, and (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 2,979 shares of Series B Preferred Stock, none of which are outstanding as of the date hereof. Except as set forth on SCHEDULE 6.3 or as contemplated by this Agreement, the Senior Preferred Stock were Purchase Agreement, the Amended Articles, the Amended and Restated Registration Rights Agreement and Ancillary Agreements, there are outstanding no subscriptions, options, warrants, calls, commitments or rights (excluding Rights attached including conversion or preemptive rights and rights of first refusal), proxy or shareholder agreements or agreements of any character relating to Shares held by Company shares of the Company's capital stock or any instruments that can be converted into shares of the Company's capital stock. None of the shares of the Company's capital stock have been issued in its treasury)violation of any preemptive right. All issuances, transfers or purchases of the issued capital stock of the Company have been in compliance with all applicable agreements and outstanding Shares are duly authorizedall applicable laws, validly issued, fully paid including federal and nonassessable and free of preemptive rights. There are not nowstate securities laws, and at all taxes thereon, if any, have been paid. Except as set forth on SCHEDULE 6.3, no former or present holder of any of the Effective Time shares of capital stock of the Company has any legally cognizable claim against the Company based on any issuance, sale, purchase, redemption or involvement in any transfer of any shares of capital stock by the Company. Except as contemplated by this Agreement, the Senior Preferred Stock Purchase Agreement or as set forth on SCHEDULE 6.3, there will not beare no contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above)Company. Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any No bonds, debentures, notes or other obligations the holders of which have indebtedness having the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any mattermatters on which shareholders of the Company may vote are issued or outstanding. Except for this Agreement, the Senior Preferred Stock Purchase Agreement and the Shareholders Agreement, the Company is not a party or subject to any agreement or understanding, and, to the Company's best knowledge, there is no agreement or understanding between any persons that affects or relates to the voting or giving of written consents with respect to any security or the voting by any director of the Company.

Capitalization. The As of the date of this Agreement and as of the Closing Date, (i) the authorized capital stock Capital Stock of the Company consists of 100,000,000 Shares and 2,000,000 50,000,000 shares of Common Stock, of which 26,347,359 shares are issued and outstanding and no shares of preferred stock, (ii) no shares of Common Stock or Preferred StockStock are reserved for issuance under any plan or agreement, other than shares of Common Stock with respect to the Warrant, the Investor Share Option, the Override Exchange (as defined in the Securities Purchase Agreement), the Warrants (as defined in the Securities Purchase Agreement, the “SPA Warrants”), the Preferred Override Exchange Shares (as defined in the Securities Purchase Agreement) and the Company’s 2007 Non-Qualified Stock Option Plan and 2008 Sonterra Resources, Inc. Equity Compensation Plan (together, the “Company Equity Compensation Plan”), and (iii) there are no other securities of the Company issued, outstanding or reserved for issuance. As of the date of the Preferred Authorization (as defined in the Securities Purchase Agreement), the authorized Capital Stock of the Company will also consist of 50,000,000 shares of preferred stock, par value $1.00 0.001 per share (the "“Preferred Stock"”), none of which will be reserved for issuance under any plan or agreement, other than the Preferred Override Exchange Shares. As All of June 11the outstanding or issuable shares have been, 1997or upon issuance will be, (i) 38,994,413 Shares were validly issued and outstanding (excluding Shares held by Company in treasuryare, or upon issuance will be, fully paid and nonassessable. Except as set forth on Schedule 3(c), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (ivA) no shares of Preferred the Capital Stock were outstandingof the Company or any of the Subsidiaries are subject to preemptive rights or any other similar rights or any Liens suffered or permitted by the Company or any of the Subsidiaries; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable for, any shares of Capital Stock of the Company or any of the Subsidiaries, or contracts, commitments, plans, understandings or arrangements by which the Company or any of the Subsidiaries is or may become bound to issue additional shares of Capital Stock of the Company or any of the Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable for, any shares of Capital Stock of the Company or any of the Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of the Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act; (D) there are no outstanding securities or instruments of the Company or any of the Subsidiaries that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of the Subsidiaries is or may become bound to redeem a security of the Company or any of the Subsidiaries, and there are no other stockholder agreements or similar agreements to which the Company, any of the Subsidiaries, or, to the Company’s Knowledge, any holder of the Company’s Capital Stock is a party; (vE) Rights there are no securities or instruments containing anti-dilution or similar provisions that will or may be triggered by the issuance of the Securities; (F) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (G) to purchase 389,945 shares the Company’s Knowledge, no officer or director or beneficial owner of Series B Preferred any of the Company’s outstanding Common Stock, has pledged Common Stock were outstanding in connection with a margin account or other loan secured by such Common Stock. The Company has furnished to Buyers true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date of this Agreement and each date this representation is made (excluding Rights attached to Shares held by Company the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in its treasuryeffect on the date of this Agreement and each date this representation is made (the “Bylaws”), the organizational documents of each of the Subsidiaries, as amended and in effect on the date of this Agreement, and all documents and instruments containing the terms of all securities, if any, that are convertible into, or exercisable or exchangeable for, Common Stock, and the material rights of the holders thereof in respect thereto. All of the issued and outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and free equity interests of preemptive rights. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise each of the options Subsidiaries are certificated or otherwise represented in tangible form. “To the Company’s Knowledge” and Rights and conversion similar language means the actual knowledge of the convertible debentures referred to above). Immediately prior to the consummation of the Amended OfferXxxxxx X. Xxxxxxxxxx, no Shares, Preferred Shares, Preferred Stock Xxxx X. Xxxxxxxxx or Xxxxxx X. Xxxxxxxxx or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities currently employed officer of the Surviving Corporation pursuant Company and the knowledge any such Persons would be expected to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterafter reasonable due diligence and inquiry.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 Shares and 2,000,000 shares of Preferred StockCompany Common Stock and 5,000,000 shares of preferred stock, par value $1.00 .01 per share (the "Company Preferred Stock"). As of June 11December 20, 19971999, (i) 38,994,413 Shares 35,716,607 shares of Company Common Stock were issued and outstanding (excluding Shares held by Company in treasury), outstanding; (ii) options to acquire 3,824,848 Shares no shares of Company Preferred Stock were outstanding under all Plans (as defined in Section 6.14) of Company, issued or outstanding; (iii) 178,518 Shares no shares of Company Common Stock were subject to issuance held in connection with the treasury of the Company's 5 3/4% Convertible Subordinated Debentures due 2012, ; (iv) no shares of Preferred Company Common Stock were outstanding, and held by any Subsidiary of the Company; (v) Rights 5,863,086 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 1,755,000 shares of Company Common Stock were duly reserved for future issuance pursuant to the Purchase Plan; and (vii) 3,571,661 shares of Company Common Stock were reserved for issuance pursuant to the Option Agreement. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase 389,945 Company Common Stock were granted under Company's Option Plans and the Option Agreement. Section 2.3(a) of the Company Disclosure Schedule lists all outstanding options and warrants to purchase Company Common Stock, the record holder thereof and the exercise prices thereof. No payroll deductions have been made and no amounts are held in any participant accounts under the Company's Employee Stock Purchase Plan (the "Purchase Plan"), no Company Common Stock or options to purchase Company Common Stock have been granted under the Purchase Plan and the Purchase Plan is not in effect. All outstanding shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and outstanding Shares are warrants will be, and all shares which may be issued pursuant to the Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and free not subject to any kind of preemptive (or similar) rights. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations indebtedness of the holders of which have the right to vote Company with voting rights (or are convertible into into, or exercisable for exchangeable for, securities having the right to votewith voting rights) with the stockholders of Company or any Company Subsidiary on any mattermatters on which Stockholders of the Company may vote.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares (a) 20,000,000 shares of Common Stock of which, as of the date hereof, there are 16,011,830 shares issued and 2,000,000 outstanding approximately 1,271,576 shares reserved for issuance in connection with the exercise of outstanding options (inclusive of 80,500 options to be issued as set forth in Section 5.1(f) of the Company Disclosure Letter) under the Company Option Plan, and no shares held in the Company's treasury, and (b) 5,000,000 shares of Preferred Stock, par value $1.00 per share (the "Company Preferred Stock"). As , of June 11which as of the date hereof, 1997, (i) 38,994,413 Shares none were issued and outstanding (excluding Shares held by or outstanding. No other capital stock or other security of the Company in treasury)is authorized, (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were issued or outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares and capital stock of the Company Subsidiaries are duly authorized, validly issued, fully paid and nonassessable nonassessable. Except for outstanding options to acquire not more than 1,191,076 shares issued pursuant to the Company Option Plan and free except for the Warrants as set forth in Section 3.2 of preemptive rights. There the Company Disclosure Letter, there are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any securities, options, warrants, calls, subscriptions, calls, preemptive rights, convertible securities earn-outs or other rights or other agreements or commitments whatsoever obligating the Company or any of the Company Subsidiaries to issue, transfer transfer, deliver or sell or cause to be issued, transferred, delivered or sold any additional shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant Company or any of the Company Subsidiaries, or obligating the Company or any of the Company Subsidiaries to grant, extend or enter into any Plan or pursuant to any subscription, option, warrant, right, convertible security or other such agreement or commitment. Other than There are no outstanding contractual obligations of the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any of the Company Subsidiary on Subsidiaries to repurchase, redeem or otherwise acquire any mattershares of capital stock of the Company or any of the Company Subsidiaries. There are no outstanding contractual obligations of the Company or any of the Company Subsidiaries to vote or to dispose of any shares of the capital stock of any of the Company Subsidiaries.

Capitalization. (a) The authorized capital stock of Company HCI consists of 100,000,000 Shares and 2,000,000 40,000,000 shares of Preferred HCI Common Stock. As of the date of this Agreement, par value $1.00 per share there were 4,857,500 shares of HCI Common Stock outstanding (2,857,500 shares of which are shares of voting common stock (the "Preferred HCI Voting Common Stock") and 2,000,000 ----------------------- shares of which are shares of non-voting common stock (the "HCI Non-Voting -------------- Common Stock"). As of June 11, 1997, (i) 38,994,413 Shares were issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) and no shares of Preferred HCI Common Stock held in HCI's treasury and, ------------ except for such shares, there were outstanding, and (v) Rights to purchase 389,945 no other shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)HCI capital stock outstanding. All of the issued and outstanding Shares shares of HCI Common Stock have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are As of the date of this Agreement, HCI does not nowhave and is not bound by any outstanding subscriptions, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rightscommitments or agreements of any character calling for the purchase or issuance of any shares of HCI Common Stock or any other equity securities of HCI or any securities representing the right to purchase or otherwise receive any shares of HCI Common Stock or any other equity securities of HCI, convertible securities or other agreements requiring HCI to repurchase, redeem or commitments obligating Company to issue, transfer or sell otherwise acquire any shares of its capital stock or other issued any capital stock, voting securities or unissued capital stock or other securities ownership interests in any Subsidiary of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above)HCI. Immediately prior to the consummation of the Amended Offer, There are no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders indebtedness of which have HCI having the right to vote (or are convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the on any matters on which stockholders of Company or any Company Subsidiary on any matterHCI may vote.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares shares of Company Common Stock and 2,000,000 shares of Preferred Stockpreferred stock, par value $1.00 per share (the "“Company Preferred Stock"”). As of June 11May 9, 19972018, there are (i) 38,994,413 Shares were 39,114,525 shares of Company Common Stock issued and outstanding, which number includes 1,079,809 shares of Company Common Stock subject to outstanding Company Restricted Stock Awards (excluding Shares held by Company in treasuryassuming achievement of any applicable performance goals at the maximum level), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined no shares of Company Common Stock held in Section 6.14) of Companytreasury, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012no shares of Company Preferred Stock issued and outstanding, (iv) no 1,657,504 shares of Preferred Company Common Stock were outstandingreserved for issuance pursuant to future grants under the Company Stock Plans, (v) 52,904 shares of Company Common Stock subject to outstanding Company Warrants, and (vvi) Rights to purchase 389,945 no other shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by capital stock or other voting securities of the Company in its treasury)issued, reserved for issuance or outstanding. All of the issued and outstanding Shares shares of Company Common Stock have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which indebtedness that have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any mattermatters on which shareholders of the Company may vote. No trust preferred or subordinated debt securities of the Company are issued or outstanding. Other than Company Equity Awards and Company Warrants, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating the Company to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the Company Common Stock or other equity interests of Company. No Subsidiary of the Company owns any shares of capital stock of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 Shares and 2,000,000 shares of Preferred StockCompany Common Stock and 5,000,000 shares of preferred stock, par value $1.00 0.10 per share (the "Company Preferred Stock"). As of June 11January 25, 19972001, (i) 38,994,413 Shares 62,140,955 shares of Company Common Stock were issued and outstanding (excluding Shares held by outstanding, including the associated Company in treasury), Rights; (ii) options to acquire 3,824,848 Shares no shares of Company Preferred Stock were outstanding under all Plans (as defined in Section 6.14) of Company, issued or outstanding; (iii) 178,518 Shares 1,282,052 shares of Company Common Stock were subject to issuance held in connection with the treasury of the Company's 5 3/4% Convertible Subordinated Debentures due 2012, ; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 10,987,128 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 287,700 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's Employee Stock Purchase Plan (the "Purchase Plan"); (vii) a sufficient number of shares of Company Preferred Stock were reserved for issuance upon exercise of Company Rights issued pursuant to the Company Rights Agreement; and (viii) a sufficient number of shares of Company Common Stock were reserved for issuance pursuant to the Option Agreement. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under the Company's Option Plans and the Option Agreement. Section 2.3(a) of the Company Disclosure Schedule lists all outstanding options and warrants to purchase Company Common Stock, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and (v) Rights all shares which may be issued upon the exercise of stock options and warrants will be, and all shares which may be issued pursuant to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached the Option Agreement will be, when issued pursuant to Shares held by Company in its treasury). All of the issued and outstanding Shares are terms thereof, duly authorized, validly issued, fully paid and nonassessable and free not subject to any kind of preemptive (or similar) rights. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations indebtedness of the holders of which have the right to vote Company with voting rights (or are convertible into into, or exercisable for exchangeable for, securities having the right to votewith voting rights) with the on any matters on which stockholders of the Company or any Company Subsidiary on any mattermay vote.

Capitalization. The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 200 shares of Preferred Company Common Stock, $10.00 par value $1.00 per share share, and no shares of preferred stock are authorized nor issued. As of the close of business on June 30, 2001 (the "Preferred StockCompany Measurement Date"). As of June 11, 1997, (ia) 38,994,413 Shares 200 shares of Company Common Stock were issued and outstanding (excluding Shares held by Company in treasury)outstanding, (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (ivb) no shares of Company Preferred Stock were authorized, issued and or outstanding, and (vc) Rights the Company had no shares of Company Common Stock held in its treasury, (d) No Company Options to purchase 389,945 shares of Series B Preferred Company Common Stock in the aggregate had been granted or remained outstanding under any Company Stock Option Plans, (e) Company Warrants to purchase 7.90 shares of Company Common Stock were outstanding (excluding based upon the current exchange ratio), and (f) except for the Company Warrants, there were no outstanding Rights attached to Shares held by Company in its treasury(defined below). All of Except as permitted by Section 5.1(b), since the Company Measurement Date, no additional shares in the Company have been issued and outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rightsno Rights have been granted. There are not now, and at Except as described in the Effective Time there will not be, any shares of capital stock of Company issued preceding sentence or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise in Section 3.3 of the options and Rights and conversion of Company Disclosure Letter, the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, Company has no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other securities or obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote on any matter on which any shareholder of the Company has a right to vote) with . All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. There are not as of the stockholders of date hereof any existing options, warrants, stock appreciation rights, stock issuance rights, calls, subscriptions, convertible securities or other rights which obligate the Company or any of its Subsidiaries to issue, exchange, transfer or sell any shares of the capital stock of the Company Subsidiary on or any matterof its Subsidiaries. As of the date hereof, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, re-price, redeem or otherwise acquire any shares of the capital stock of the Company or any of its Subsidiaries. As of the date hereof, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries.

Capitalization. The Effective as of the Closing Date, the authorized capital stock of the Company consists will consist of (a) 250,000,000 shares of Common Stock, of which 150,000,000 shares will be designated as Class A Common Stock and 100,000,000 Shares shares will be designated as Class B Common Stock and 2,000,000 (b) 50,000,000 shares of Preferred Stock, par value $1.00 per share (the "Preferred Stock"). As of June 11, 1997the Closing Date (after giving effect to the Recapitalization but prior to giving effect to the Exchange contemplated hereby), (i) 38,994,413 Shares were 37,292,286 shares of Class A Common Stock will be issued and outstanding (excluding Shares held by Company in treasury)outstanding, all of which will be validly issued, fully paid and nonassessable, (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) no shares of CompanyClass B Common Stock will be issued and outstanding, (iii) 178,518 Shares were subject to issuance no shares of Common Stock will be held in connection with the treasury of the Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of the Preferred Stock were outstanding, will be issued and outstanding and (v) Rights 7,200,000 shares are reserved for future issuance pursuant to purchase 389,945 the 1998 Long-Term Incentive Plan and the Directors' Stock Option Plan (the "COMPANY STOCK OPTION PLANS"). Other than pursuant to the Company Stock Option Plans, the Employee Stock Purchase Plan, the Non-U.S. Stock Purchase Plan and the Corporate Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or obligating the Company to issue or sell any shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)capital stock of, or other equity interests in, the Company. All shares of Common Stock subject to issuance as aforesaid, upon issuance on the issued terms and outstanding Shares conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rightsnonassessable. There are not nowno outstanding contractual obligations of the Company to repurchase, and at the Effective Time there will not be, redeem or otherwise acquire any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above)Common Stock. Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterSECTION 3.04.

Capitalization. The authorized capital stock Equity Interest of Company consists SXE is as set forth in the SXE Partnership Agreement. At the close of 100,000,000 Shares and 2,000,000 shares of Preferred Stockbusiness on June 1, par value $1.00 per share 2014: (the "Preferred Stock"). As of June 11, 1997, (ia) 38,994,413 Shares 21,465,046 Common Units were issued and outstanding (excluding Shares held by Company in treasury)outstanding, (iib) options to acquire 3,824,848 Shares 12,213,713 Subordinated Units were outstanding under all Plans (as defined in Section 6.14) of Companyissued and outstanding, (iiic) 178,518 Shares 1,832,399 Series A Convertible Preferred Units were issued and outstanding, (d) SXE GP held 2% of the total partnership interest in SXE; (e) 477,651 Common Units were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012under outstanding options or awards under the SXE Long-Term Incentive Plan, (ivf) no shares of Preferred Stock were Voting Debt was issued and outstanding, and (vg) all Incentive Distribution Rights to purchase 389,945 shares of Series B Preferred Stock were held by SXE GP. Except as set forth in this Section 6.4, there are no outstanding (excluding Rights attached i) Equity Interests or Voting Debt or other voting securities of SXE; (ii) securities of SXE or any member of the SXE Group convertible into or exchangeable for Equity Interests, Voting Debt or other voting securities of SXE or any member of the SXE Group; and (iii) no options, warrants, calls, rights (including preemptive rights), commitments or agreements to Shares held which SXE or any member of the SXE Group is a party or by Company which it is bound in its treasury)any case obligating SXE or any member of the SXE Group to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional Equity Interests, Voting Debt or other voting securities of SXE or any member of the SXE Group or obligating SXE or any member of the SXE Group to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. All Equity Interests of each member of the SXE Group (i) were issued in compliance with all Laws and outstanding Shares are any preemptive or anti-dilutive rights, rights of first offer or refusal and any other statutory or contractual rights of any Person and (ii) have been duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary non-assessable (except as such nonassessability may be affected by matters expressly set forth above (including upon in the exercise Law of the options and Rights and conversion jurisdiction of the convertible debentures referred to aboveorganization of such Person). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matter.

Capitalization. The As of June 24, 1998, the authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 (i) 40,000,000 shares of Company Common Stock, par value $.01 per share, of which 17,722,021 shares are issued and outstanding and no shares are held in the Company's treasury, and (ii) 5,000,000 shares of Company Preferred Stock, par value $1.00 .01 per share (share, none of which are issued or outstanding. Except as set forth on the "Preferred Stock"). As of June 11Company Disclosure Schedule, 1997, (i) 38,994,413 Shares were all issued and outstanding (excluding Shares held shares of capital stock of each Subsidiary are owned, beneficially and of record, by Company in treasury)the Company, (ii) options to acquire 3,824,848 Shares were outstanding under all Plans free and clear of any Liens (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury3.14). All of the issued and outstanding Shares are duly authorized, shares of Company Common Stock have been validly issued, are fully paid and nonassessable nonassessable, and free have not been issued in violation of and are not currently subject to any preemptive rights. There are not nowExcept for options to purchase an aggregate 2,971,435 shares of Company Common Stock granted pursuant to the Company 1994 Stock Purchase and Option Plan and the 1997 Stock and Incentive Plan (collectively, the "Company Option Plans") listed, together with their respective exercise prices, in Section 3.3 of the Company Disclosure Schedule, and except for the rights to purchase under the Company's Team Savings Plan shares of Company Common Stock (estimated to be the number of shares equal to approximately $105,000 of matching contributions per quarter divided by the trading price of the Company Common Stock at the end of any such quarter, based on the current match rates, as listed in Section 3.3 of the Company Disclosure Schedule) and except for the rights to purchase under the Company's Employee Share Purchase Plan shares of Company Common Stock (estimated to be approximately 50,000 shares, at a per share price of $13.4938, based on the current contribution rates of the participants, as listed in Section 3.3 of the Company Disclosure Schedule, and assuming the current Plan Period is ended at the Effective Time (which is assumed to be not later than September 30, 1998 for this purpose)), there will are not be, any shares of capital stock of Company issued or outstanding or any authorized subscriptions, options, warrants, subscriptions, calls, rights, convertible securities, commitments, restrictions, arrangements, or any other agreements of any character to which the Company or any Subsidiary is a party that, directly or indirectly, (i) obligate the Company or any Subsidiary to issue any shares of capital stock or any securities convertible into, or exercisable or exchangeable for, or evidencing the right to subscribe for, any shares of capital stock, (ii) call for or relate to the sale, pledge, transfer, or other agreements disposition or commitments obligating encumbrance by the Company to issue, transfer or sell any Subsidiary of any shares of its capital stock, or (iii) to the knowledge of the Company, relate to the voting or control of such capital stock. The Company Disclosure Schedule sets forth a complete and accurate list of all stock or options, warrants, and other issued or unissued capital stock or other securities rights to acquire Company Common Stock, including the name of the holder, the date of grant, acquisition price, expiration date, number of shares, exercisability schedule, and, in the case of options, the type of option under the Code. The Company Disclosure Schedule also sets forth the restrictions to which any shares of Company Common Stock issued pursuant to the Company Option Plans or any otherwise are currently subject and also sets forth the restrictions to which such shares will be subject immediately after the Effective Time. No consent of holders or participants under the Company Subsidiary except as set forth above (including upon Option Plans or Employee Share Purchase Plan is required to carry out the exercise provisions of Section 1.7. All actions, if any, required on the part of the options Company under the Company Option Plans or Employee Share Purchase Plan to allow for the treatment of Company Options and Rights and conversion of the convertible debentures referred to above). Immediately Employee Share Purchase Plan as is provided in Section 1.7, has been, or prior to the consummation of Closing will be, validly taken by the Amended OfferCompany, no Shares, Preferred Shares, Preferred Stock or any other securities of and the Company will be subject to issuance pursuant to the Rights Agreement, not from and after the Effective Time date hereof allow any increase in the Surviving Corporation will have no obligation rate of a participant's contributions to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Employee Share Purchase Plan or pursuant to any subscription, option, warrant, right, convertible security enrollments or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterre-enrollments in such Plan.

Capitalization. (a) The authorized capital stock of Company consists of 100,000,000 12,000,000 Company Common Shares and 2,000,000 shares 3,000,000 Company Preferred Shares, of Preferred Stockwhich, par value $1.00 per share as of even date herewith (the "Preferred Stock"“Company Capitalization Date”). As of June 11, 1997, (i) 38,994,413 2,735,212 Company Common Shares were issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (vii) Rights 420,593 Company Preferred Shares were issued and outstanding. As of the Company Capitalization Date, no Company Common Shares or Company Preferred Shares were reserved for issuance except for Company Common Shares reserved for issuance pursuant to purchase 389,945 shares the Company Stock Plans. As of Series B Preferred the Company Capitalization Date, there were unvested plan share awards outstanding for 52,200 Company Restricted Shares, such awards having been previously granted under the Company Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)Plans. All of the issued and outstanding Company Common Shares and Company Preferred Shares have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable and free of preemptive rights. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise As of the options and Rights and conversion date of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offerthis Agreement, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have indebtedness having the right to vote on any matters on which shareholders of Company may vote (“Voting Debt”) are issued or are convertible into outstanding. As of the date of this Agreement, other than outstanding plan share awards granted under the Company Stock Plans, Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or exercisable agreements of any character calling for the purchase or issuance of, or the payment of, any amount based on, any Company Common Shares, Company Preferred Shares or Voting Debt or any other equity securities having the right to vote) with the stockholders of Company or any securities representing the right to purchase or otherwise receive any Company Subsidiary on any matterCommon Shares, Company Preferred Shares or Voting Debt or other equity securities of Company, other than the Company Restricted Shares (“Equity Rights”).

Capitalization. (a) The authorized capital stock of Company consists of 100,000,000 Shares and 2,000,000 200,000,000 shares of Preferred Company Class A Common Stock, 200,000,000 shares of Company Class B Non-Voting Common Stock and 50,000,000 shares of preferred stock, par value $1.00 per share 0.01 (the "“Company Preferred Stock"”). As of June 11April 30, 19972017, no shares of capital stock or any other securities of Company are issued, reserved for issuance or outstanding, other than (i) 38,994,413 Shares were 35,213,068 shares of Company Class A Common Stock issued and outstanding, which number includes 301,274 shares of Company Class A Common Stock granted in respect of outstanding (excluding Shares held by Company in treasury)Restricted Stock Awards, (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) 16,753,429 shares of CompanyCompany Class B Non-Voting Common Stock issued and outstanding, (iii) 178,518 Shares were subject to issuance 13,039,763 shares of Company Common Stock held in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, treasury and (iv) 3,123,413 shares of Company Common Stock reserved for issuance upon the exercise of outstanding Company Stock Options. There are no shares of Company Preferred Stock were issued or outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares shares of Company Common Stock have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company no issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which indebtedness that have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the on any matters on which stockholders of Company may vote. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, as of the date of this Agreement, no trust preferred or subordinated debt securities of Company are issued or outstanding. Other than Company Stock Options issued prior to the date of this Agreement, as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating Company to issue, transfer, sell, purchase, redeem or otherwise acquire any Company Subsidiary on any mattersuch securities.

Capitalization. The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 145,833,334 shares of Preferred Common Stock. As of the Effective Date, par value $1.00 per share there are 28,753,374 shares of Common Stock outstanding, of which no shares are owned by the Company. There are no other shares of any other class or series of capital stock of the Company issued or outstanding. The Company has no capital stock reserved for issuance, except that, as of June 30, 2023, there are (i) 4,000,000 shares of Common Stock reserved for issuance pursuant to the "Preferred Stock")Company’s equity incentive plans, of which 3,510,767 shares are issuable upon the exercise of stock options outstanding on the date hereof, , and (ii) no shares of Common Stock reserved for issuance upon the vesting of restricted stock units. As of June 1130, 19972023, (i) 38,994,413 Shares were issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares there were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject warrants to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no purchase 6,883,210 shares of Preferred Stock Common Stock. As of June 30, 2023, there were outstanding, and (v) Rights outstanding convertible debentures to purchase 389,945 8,120,331 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rightsCommon Stock. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote indebtedness having general voting rights (or are convertible into or exercisable for securities having such rights) (“Voting Debt”) of the right Company issued and outstanding. The issuance of Common Stock or other securities pursuant to voteany provision of this Agreement will not give rise to any preemptive rights or rights of first refusal on behalf of any Person (as defined below) with or result in the stockholders triggering of any anti-dilution rights, and the Company is not otherwise subject to any preemptive rights or rights of first refusal on behalf of any Person or any anti-dilution rights. There are no agreements or arrangements under which the Company or any Company Subsidiary on of its Subsidiaries is obligated to register the sale of any matterof their securities under the Securities Act. “Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares 5,000,000 shares of Class A Common Stock, $.001 par value per share, of which 3,741,510.56 shares are issued and outstanding; 5,000,000 shares of Class B Common Stock, $.001 par value per share, of which 2,436,750 shares are issued and outstanding; 2,000,000 shares of Preferred Class C Common Stock, $.001 par value per share, of which 258,483 shares are issued and outstanding; and 10,000,000 shares of Class D Common Stock, $1.00 .001 par value per share (the "Preferred Stock")share, of which 6,588,029 shares are issued and outstanding. As of June 11the Closing, 1997, (i) 38,994,413 Shares were issued there will be no outstanding awards and outstanding (excluding Shares held by rights under the Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)Benefit Plans. All of the Shares have been duly authorized and validly issued and outstanding Shares are duly authorizedheld of record by the respective Sellers as set forth in Schedule 3.3, validly issuedand are fully paid, fully paid and nonassessable non-assessable and free of preemptive rights. There are not now, and at None of the Effective Time there will not be, Shares were issued in violation of any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, preemptive rights, convertible securities rights of first refusal or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except similar rights. Except as set forth above in Schedule 3.3, (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, i) there are no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders shareholders of the Company or any Company Subsidiary on any matter, (ii) there are no outstanding options, warrants, calls, subscriptions, convertible securities or other rights, agreements or commitments which obligate the Company to issue, transfer or sell any shares of capital stock of the Company, (iii) there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any of its shares of capital stock, and (iv) the Company is not under any obligation, contingent or otherwise, by reason of any agreement to register the offer and sale or resale of any of its securities under the Securities Act. There are no irrevocable proxies or voting agreements with respect to any shares of the capital stock of the Company. At Closing, the Shares purchased by RGF from Sellers will constitute all of the issued and outstanding equity interests of the Company.

Capitalization. (a) The authorized capital stock of Company consists of 100,000,000 Shares and 2,000,000 75,000,000 shares of Preferred Company Common Stock, par value $1.00 per share (the "Preferred Stock")share, and 5,000,000 shares of preferred stock, par value $1.00 per share. As of June 11the date of this Agreement, 1997no shares of capital stock or other voting securities of Company are issued, reserved for issuance or outstanding, other than (i) 38,994,413 Shares were 55,225,280 shares of Company Common Stock issued and outstanding, which number includes 419,740 shares of Company Common Stock granted in respect of outstanding (excluding Shares held by Company in treasury)Restricted Stock Awards, (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined 143,217 shares of Company Common Stock held in Section 6.14) of Companytreasury, (iii) 178,518 Shares were subject to 3,950,755 shares of Company Common Stock reserved for issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012upon the exercise of outstanding Company Stock Options, (iv) 283,488 shares of Company Common Stock reserved for issuance upon the settlement of outstanding Company Restricted Stock Unit Awards (of which no shares of Preferred Company Common Stock were outstandingare subject to Company Restricted Stock Unit Awards subject to a specified level of performance, and assuming maximum performance), (v) Rights to purchase 389,945 176,711 shares of Company Common Stock issuable pursuant to the Deferred Units under the SERP Agreement, (vi) 80,599 shares of Company Common Stock issuable pursuant to the Deferred Units under the Deferred Compensation Plans, (vii) 175,000 shares of Company Series B C Preferred Stock were issued and outstanding and (excluding Rights attached to Shares held by viii) 100,000 shares of Company in its treasury)Series D Preferred Stock issued and outstanding. All of the issued and outstanding Shares shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are not nowNo bonds, and at debentures, notes or other indebtedness that have the Effective Time there will not be, right to vote on any shares of capital stock matters on which stockholders of Company may vote are issued or outstanding outstanding. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, as of the date of this Agreement, no trust preferred or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other subordinated debt securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock are issued or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitmentoutstanding. Other than the DebenturesCompany Equity Awards, neither Company nor any Company Subsidiary has in each case, issued prior to the date of this Agreement, there are no outstanding any bondssubscriptions, debenturesoptions, notes warrants, puts, calls, rights, exchangeable or convertible securities or other obligations the holders of which have the right commitments or agreements obligating Company to vote (issue, transfer, sell, purchase, redeem or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or otherwise acquire any Company Subsidiary on any mattersuch securities.

Capitalization. (i) The authorized capital stock of Company Leucadia consists of 100,000,000 Shares and 2,000,000 (i) 600,000,000 shares of Preferred StockLeucadia Common Stock of which, as of March 31, 2008, 222,610,840 shares were issued and outstanding and (ii) 6,000,000 shares of preferred stock, par value $1.00 per share (the "Preferred Stock"). As share, of June 11Leucadia, 1997, (i) 38,994,413 Shares of which no shares were issued and outstanding (excluding Shares as of March 31, 2008. As of March 31, 2008, Leucadia held by Company 56,886,204 shares of Leucadia Common Stock in its treasury). As of March 31, (ii) options to acquire 3,824,848 Shares 2008 there were outstanding under all Plans (as defined in Section 6.14) 22,649,801 shares of Company, (iii) 178,518 Shares were subject to Leucadia Common Stock reserved for issuance in connection with outstanding warrants, the Company's 5 3/4’s stock option plan and the Company’s outstanding 3-3/4 % Convertible Senior Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)Debt. All of the issued and outstanding Shares shares of Leucadia capital stock have been duly and validly authorized and issued and are duly authorized, validly issued, fully paid and nonassessable nonassessable, and free of are not subject to preemptive rights. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any No bonds, debentures, notes or other obligations the holders of which have indebtedness having the right to vote on any matters on which the stockholders of Leucadia may vote (“Leucadia Voting Debt”) are issued and outstanding. Other than as set forth in this subsection (e) or pursuant to this Agreement or the 3-3/4 % Convertible Senior Subordinated Debt, (A) no equity securities or Leucadia Voting Debt of Leucadia are or may be required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any character whatsoever, (B) there are outstanding no securities or rights convertible into or exercisable exchangeable for any equity securities having the right or Leucadia Voting Debt of Leucadia and (C) there are no contracts, commitments, understandings or arrangements by which Leucadia is bound to vote) with the stockholders of Company issue additional equity securities or Leucadia Voting Debt or options, warrants or rights to purchase or acquire any Company Subsidiary on any matteradditional equity securities or Leucadia Voting Debt.

Capitalization. The authorized capital stock of the Company consists of 100,000,000 200,000,000 Shares and 2,000,000 4,000,000 shares of Preferred Stockpreferred stock, par value $1.00 per share (the "“Company Preferred Stock"”). As of June 1130, 19972007, (i) 38,994,413 58,650,282 Shares were issued and outstanding (excluding including, for the avoidance of doubt, Shares held by Company in treasurythe form of restricted stock issued pursuant to employee benefit plans of the Company), all of which were validly issued, fully paid and nonassessable (except for any restricted stock), and none of which were issued in violation of any preemptive or similar rights of any securityholder of the Company and (ii) options Options to acquire 3,824,848 purchase an aggregate of 1,385,134 Shares were issued and outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 which Options to purchase an aggregate of 1,385,134 Shares were subject to exercisable). As of the date hereof, 2,000,000 shares of the Company Preferred Stock are reserved for issuance in connection with the Company's 5 3/4% Convertible Subordinated Debentures due 2012’s Rights Agreement dated as of April 26, 1994, as amended on April 26, 2004 (iv) the “Company Rights Plan,” with the rights provided for therein being the “Rights”), and no shares of the Company Preferred Stock were are issued and outstanding. Since June 30, and (v) Rights 2007 to purchase 389,945 the date of this Agreement, the Company has not issued any shares of Series B Preferred Stock were capital stock or granted any options covering shares of capital stock, except for Shares and associated Rights issued pursuant to the exercise of Options or pursuant to any employee ownership or benefit plan. Subject to the foregoing, there are no options, warrants or other rights, agreements, arrangements or commitments of any character obligating the Company or any Company Material Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Material Subsidiary. There are no outstanding (excluding Rights attached contractual obligations of the Company or any Company Material Subsidiary to Shares held by repurchase, redeem or otherwise acquire any shares of capital stock of the Company in its treasury)or any Company Material Subsidiary. All of the issued and outstanding Shares are capital stock or equivalent equity interests of each Company Material Subsidiary have been duly authorized, authorized and validly issued, are fully paid and nonassessable non-assessable and (except for directors’ qualifying shares or shares representing an immaterial equity interest that are required under the laws of any foreign jurisdiction to be owned by others) are owned by the Company, directly or through its subsidiaries, free and clear of preemptive rights. There are not nowany security interest, mortgage, pledge, lien, encumbrance or claim (other than in favor of the Company or any of its subsidiaries); and at none of the Effective Time there will not be, any outstanding shares of capital stock or equivalent equity interests of the Company Material Subsidiaries were issued in violation of any preemptive or outstanding similar rights arising by operation of law, or any optionsunder the charter, warrants, subscriptions, calls, rights, convertible securities bylaws or other agreements comparable organizational documents of any Company Material Subsidiary or commitments obligating Company under any agreement to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of which the Company or any Company Material Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matteris a party.

Capitalization. (a) The authorized capital stock of Company the Purchaser consists of 100,000,000 Shares and 2,000,000 30,000,000 shares of Preferred Purchaser Common Stock, par value $1.00 0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share (the "“Purchaser Preferred Stock"”) of which 8,204,709 shares of Purchaser Common Stock (inclusive of Purchaser Common Stock included in any outstanding Purchaser Units). As , and no shares of June 11Purchaser Preferred Stock, 1997, (i) 38,994,413 Shares were are issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the date hereof. In addition, 9,133,767 Purchaser Warrants (inclusive of Purchaser Public Warrants included in any outstanding Purchaser Units) are issued and outstanding Shares as of the date hereof. 5,851,883 shares of Purchaser Common Stock are reserved for future issuance pursuant to the Purchaser Warrants. No other shares of capital stock or other voting securities of the Purchaser are issued, reserved for issuance or outstanding or held in treasury. All issued and outstanding shares of Purchaser Common Stock and Purchaser Warrants are duly authorized, validly issued, fully paid and nonassessable and free not subject to or issued in violation of any purchase option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the DGCL, the Purchaser Organizational Documents or any contract to which the Purchaser is a party or by which the Purchaser or its assets are bound. Except as set forth in the Purchaser Organizational Documents and the Warrant Agreement dated as of March 5, 2020 between the Purchaser and Continental Stock Transfer & Trust Company, there are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any shares of Purchaser Common Stock, Purchaser Warrants or any capital equity of the Purchaser. There are not nowno outstanding contractual obligations of the Purchaser to provide funds to, and at or make any investment (in the Effective Time there will not beform of a loan, capital contribution or otherwise) in, any other Person. All outstanding Purchaser Units, shares of capital stock Purchaser Common Stock and Purchaser Warrants have been issued in compliance with all applicable securities and other applicable Laws and were issued free and clear of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible all Liens other than transfer restrictions under applicable securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon Laws and the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterPurchaser Organizational Documents.

Capitalization. The authorized capital stock of Company Purchaser consists of 100,000,000 500,000,000 Purchaser Common Shares and 2,000,000 5,000,000 shares of Preferred Stockpreferred stock, par value $1.00 0.01 per share (the "“Purchaser Preferred Stock"Shares”). As At the close of June 11business on December 14, 1997, 2011: (i) 38,994,413 62,875,636 Purchaser Common Shares were issued and outstanding (excluding which number includes 0 Purchaser Common Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company Purchaser in its treasury); (ii) 2,807,712 Purchaser Common Shares were reserved and available for issuance pursuant to outstanding Purchaser stock options and awards under the Purchaser’s 1997 Stock Option Plan, 1998-2 Stock Option Plan, 2001 Comprehensive Stock Plan and 2010 Long Term Incentive Plan; and (iii) 17,454,892 Purchaser Common Shares were reserved and available for issuance pursuant to the conversion of convertible indebtedness of the Company or any of its Subsidiaries or Affiliates. All of the outstanding Purchaser Common Shares are, and all of the Purchaser Common Shares to be issued pursuant to the Merger will be when issued, duly authorized and outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and nonassessable, free of preemptive rights and Liens. Except as set forth in this Section 4.03, there are no preemptive or other outstanding rights. There are not now, and at options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, derivative contracts, forward sale contracts, commitments or rights of any kind that obligate Purchaser or any of its Subsidiaries to issue, sell or deliver, or cause to be issued, sold or delivered, or to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking, or obligating Purchaser to make any payment based on or resulting from the Effective Time there will not bevalue or price of the Purchaser Common Shares or of any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company Purchaser or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock its Subsidiaries or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares obligations convertible or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible exchangeable into or exercisable for securities having the for, or giving any person a right to vote) with the stockholders subscribe for or acquire, any securities of Company Purchaser or any Company Subsidiary on any matterof its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding.

Capitalization. The authorized capital stock of Company Acquiror consists of 100,000,000 Shares and 2,000,000 250,000,000 shares of Acquiror Common Stock, and 8,155,044 shares of Acquiror Preferred Stock, par value $1.00 per share (the "Preferred Stock"). As of June 11April 2, 19971998, (i) 38,994,413 Shares 107,319,277 shares of Acquiror Common Stock were issued and outstanding (excluding Shares held by Company in treasury), outstanding; (ii) 4,072,145 shares of Acquiror Common Stock were issuable upon exercise of employee and non-employee stock options to acquire 3,824,848 Shares were (the "Acquiror Stock Options") outstanding under all Plans stock option plans of Acquiror (as defined in Section 6.14) of Company, the "Acquiror Stock Option Plans"); and (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no 3,754,635 shares of Acquiror Preferred Stock were issued and outstanding. As of April 2, and (v) Rights to purchase 389,945 1998, 17,011,848 shares of Series B Preferred Acquiror Common Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)as treasury shares. All of the issued and outstanding Shares shares of Acquiror Common Stock are validly issued, fully paid and nonassessable and free of preemptive rights. All of the shares of Acquiror Common Stock issuable as consideration in the Merger at the Effective Time in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. There are not nowExcept as set forth above, and at the Effective Time as of April 2, 1998, there will not be, any were no shares of capital stock of Company Acquiror issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company Acquiror to issue, transfer transfer, sell, redeem, repurchase or sell otherwise acquire any shares of its capital stock or other issued or unissued capital stock securities. There are no notes, bonds, debentures or other securities indebtedness of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have Acquiror having the right to vote (or are convertible into or exercisable exchangeable for securities having the right to vote) with the on any matters upon which stockholders of Company or Acquiror may vote. The authorized capital stock of HAC consists of 1,000 shares of common stock, par value $.01 per share, all of which are validly issued, fully paid and nonassessable, and are owned by Acquiror free and clear of any Company Subsidiary on any matterLien.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 shares of Preferred StockCompany Common Stock and 50,000,000 shares of preferred stock, $0.01 par value $1.00 per share (the "Preferred Stock")value, of which no shares of preferred stock are issued or outstanding. As of June 11the date of this Agreement, 1997, there are (i) 38,994,413 Shares were 13,540,875 shares of Company Common Stock issued and outstanding (excluding Shares held by Company in treasury)outstanding, (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined 2,532,834 shares of Company Common Stock held in Section 6.14) of Companytreasury, (iii) 178,518 Shares were subject to 799,171 shares of Company Common Stock reserved for issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012upon the exercise of the outstanding Company Stock Options, (iv) no 62,019 shares of Preferred Company Common Stock were outstanding, outstanding in respect of Company Restricted Stock Awards and (v) Rights to purchase 389,945 no other shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by capital stock or other equity securities of the Company in its treasury)issued, reserved for issuance or outstanding. All of the issued and outstanding Shares shares of Company Common Stock have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which indebtedness that have the right to vote (on any matters on which shareholders of the Company may vote. There are no trust preferred or are convertible into or exercisable for subordinated debt securities having of the right to vote) with the stockholders of Company or any of its Subsidiaries issued or outstanding. Other than the Company Subsidiary Stock Options and the Company Restricted Stock Awards, in each case, issued prior to the date of this Agreement, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating the Company to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of Company Common Stock or other equity interests of the Company, other than the Voting Agreements. Section 3.2(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all the Company Equity Awards issued and outstanding under the Company Equity Plan as of the date hereof specifying, on a holder-by-holder basis, (A) the name of each holder, (B) the number of shares subject to each such Company Equity Award, (C) the grant date of each such Company Equity Award, (D) the vesting schedule for each such Company Equity Award, (E) the exercise price for each such Company Equity Award that is a Company Stock Option, and (F) the expiration date for each such Company Equity Award that is a Company Stock Option. Other than the Company Equity Awards, no equity-based awards (including any mattercash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of the Company or any of its Subsidiaries) are outstanding.

Capitalization. Immediately prior to the Closing, the authorized capital of the Company consists of (or will consist of at the Closing) 6,000,000 shares of Voting Common Stock, par value $.01 per share and 1,000,000 shares of Non-Voting Common Stock, par value $.01 per share. Immediately prior to the purchase of shares pursuant to this Agreement, 100 shares of the Company's Common Stock were issued and outstanding, and no such shares were held in treasury. Immediately prior to the Closing, there were not any existing options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, other than in connection with this Agreement, obligating the Company to issue, transfer or sell any shares of capital stock of the Company. Immediately after the Closing and prior to the Merger, there will be 5,471,857 shares of the Company's Voting Common Stock issued and outstanding and 807,058 shares of the Company's Non-Voting Common Stock issued and outstanding. The authorized capital stock of Company consists the Surviving Corporation, as of 100,000,000 Shares and 2,000,000 the Merger, will consist of 50,000,000 shares of Common Stock, par value $.01 per share, 15,000,000 shares of preferred stock, par value $.01 per share of which 500,000 shares are designated Series A Junior Participating Preferred Stock, par value $1.00 .01 per share (the "Preferred Stock")share. As of June 11the close of business on January 20, 19971998, (i) 38,994,413 Shares 20,356,764 shares of the Surviving Corporation's Common Stock were issued and outstanding (excluding Shares outstanding, and no such shares were held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) . The Surviving Corporation has no shares of Preferred Stock were issued and outstanding. As of January 20, 1998, except for (i) 3,555,774 shares reserved for issuance pursuant to outstanding options and rights granted under the stock plans and (vii) Rights to purchase 389,945 500,000 shares of Series B Junior Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All reserved for issuance upon exercise of the issued and outstanding Shares are duly authorizedcertain rights, validly issued, fully paid and nonassessable and free of preemptive rights. There there are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any existing options, warrants, calls, subscriptions, calls, or other rights, convertible securities or other agreements or commitments commitments, obligating Company the Surviving Corporation to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterof its subsidiaries.

Capitalization. (i) The authorized capital stock of Company the Purchaser consists of 100,000,000 an unlimited number of Purchaser Shares and 2,000,000 shares an unlimited number of Preferred Stock, par value $1.00 per share (the "Preferred Stock")special shares. As of June 11at February 24, 19972023, there were: (iA) 38,994,413 79,763,689 Purchaser Shares were issued and outstanding and nil special shares issued and outstanding; (B) 4,086,693 options outstanding providing for the issuance of an aggregate of 4,086,693 Purchaser Shares upon the exercise thereof; (C) 1,017,935 restricted share units outstanding providing for the issuance of an aggregate of 1,017,935 Purchaser Shares upon the settlement thereof; and (D) 734,026 deferred share units outstanding providing for the issuance of an aggregate of 734,026 Purchaser Shares upon the settlement thereof. Except as set forth in the Purchaser Public Disclosure Record and except for the stock options, restricted share units and deferred share units described in the preceding sentence, and excluding Purchaser Shares held by Company in treasury)issuable pursuant to the Purchaser Credit Agreement, (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) none of Company, (iii) 178,518 Shares were subject to issuance which are issuable in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012the Arrangement, the Purchaser has no other outstanding agreement, subscription, warrant, option, right or commitment or other right or privilege (iv) no shares whether by law, pre-emptive or contractual), nor has it granted any right or privilege capable of Preferred Stock were outstandingbecoming an agreement, subscription, warrant, option, right or commitment, obligating it to issue or sell any Purchaser Shares or other voting or equity securities, including any security or obligation of any kind convertible into or exchangeable or exercisable for any Purchaser Shares or other voting or equity security. All outstanding Purchaser Shares have been, and (v) Rights to all Purchaser Shares issuable upon the exercise or vesting of rights under stock options, restricted share units, deferred share units and common share purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company warrants in its treasury). All of the issued and outstanding Shares are accordance with their terms have been duly authorizedauthorized and, upon issuance, will be, validly issued, issued as fully paid and nonassessable non-assessable shares of the Purchaser and free of preemptive rights. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any optionsas applicable, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreementor issued in violation of, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterpre-emptive rights.

Capitalization. The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 300,000,000 shares of Preferred StockCommon Stock and 10,000,000 shares of undesignated preferred stock, par value $1.00 0.01 per share (the "“Preferred Stock"”). As of June 11the date hereof, 1997, (i) 38,994,413 Shares there were issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares and there were 59,071,653 shares of Common Stock issued and outstanding, of which no shares are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rightsowned by the Company. There are not now, and at the Effective Time there will not be, no other shares of any shares other class or series of capital stock of the Company issued or outstanding or any optionsoutstanding. The Company has no capital stock reserved for issuance, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any except that there are 10,980,832 shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Common Stock or any other securities of Company will be subject to reserved for issuance pursuant to the Rights AgreementCompany’s 2008 Stock Option and Incentive Plan, 2015 Equity Incentive Plan (the “2015 Plan”) and after 2015 Employee Stock Purchase Plan (the Effective Time “ESPP”) (as well as any automatic increases in the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities number of shares of the Surviving Corporation pursuant Company’s Common Stock reserved for future issuance under the 2015 Plan and ESPP) and outstanding warrants to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitmentpurchase an aggregate of 3,428,248 shares of Common Stock. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any There are no bonds, debentures, notes or other obligations the holders of which have the right to vote indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of the Company issued and outstanding. Except as stated above, and except pursunat to the Other Offering, there are no existing options, warrants, calls, subscriptions or other rights, agreements, arrangements or commitments relating to the issued or unissued capital stock of the Company, obligating the Company to issue, transfer, sell, redeem, purchase, repurchase or otherwise acquire or cause to be issued, transferred, sold, redeemed, purchased, repurchased or otherwise acquired any capital stock or Voting Debt of, or other equity interest in, the Company or securities or rights convertible into or exercisable exchangeable for securities having such shares or equity interests or obligations of the right Company to vote) with grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. The issuance of Shares pursuant to any provision of this Agreement will not give rise to any preemptive rights or rights of first refusal on behalf of any person or result in the stockholders triggering of Company or any Company Subsidiary on any matteranti-dilution rights.

Capitalization. The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 shares of Preferred Stock, par value $1.00 per share (the "Preferred Stock"). As of June 11, 199730,000,000 shares, (i) 38,994,413 25,000,000 of which are designated as Common Stock, of which, on the date hereof, there were 16,505,486 Shares were issued and outstanding outstanding, 1,200,000 Shares reserved for issuance under the Stock Option Plan and 730,720 Shares subject to issuance upon exercise of a like number of warrants evidenced by a Warrant Certificate dated as of December 13, 1989 (excluding Shares held by Company in treasurythe "Warrants"), and (ii) options 5,000,000 of which are divisible into such classes and series, with such designations, voting rights and other rights and preferences as the Board of Directors of the Company (the "Board of Directors") may from time to acquire 3,824,848 Shares were outstanding under all Plans time determine (as defined in Section 6.14consistent with paragraphs (a) and (b) of Company, (iii) 178,518 Shares were subject to issuance in connection with Article VII of the Company's 5 3/4% Convertible Subordinated Debentures due 2012Articles of Incorporation), (iv) of which, on the date hereof, there are no shares of Preferred Stock were issued or outstanding, and (v) Rights no shares have been designated by the Board of Directors as to purchase 389,945 classes or series. The Company has not acquired, redeemed or repurchased any Shares or other shares of Series B Preferred Stock were outstanding (excluding Rights attached to capital stock of the Company that have been pledged by the Company as security for future payment of all or part of the purchase price for such Shares held by Company in its treasury)or other shares of capital stock. All of the issued and outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and free have no preemptive rights (other than preemptive rights created pursuant to the Purchase Rights Agreement, dated as of December 13, 1989 (the "Purchase Rights Agreement"), between the Company and Biofin Holding International B.V. ("Biofin")). Except for (i) the Warrants, (ii) Options granted pursuant to the Stock Option Plan to acquire not more than 669,640 Shares, as set forth on Exhibit B hereto, and (iii) preemptive rights. There rights created pursuant to the Purchase Rights Agreement, there are not now, and at the Effective Time there will not be, any existing options, warrants, calls, subscriptions, preemptive rights or other rights or other agreements or commitments whatsoever obligating the Company or any of its subsidiaries to issue, transfer, deliver or sell or cause to be issued, transferred, delivered or sold any additional shares of capital stock of the Company issued or outstanding (including, without limitation, the Shares) or any optionsof its subsidiaries, warrantsor to acquire, subscriptions, calls, rights, convertible securities redeem or other agreements or commitments obligating Company to issue, transfer or sell repurchase any shares of its capital stock or other issued or unissued capital stock or other securities of the Company or any of its subsidiaries, or obligating the Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject its subsidiaries to issuance pursuant to the Rights Agreementgrant, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer extend or sell enter into any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other such agreement or commitment. Other than Each holder of Options granted pursuant to the Debentures, neither Company nor any Company Subsidiary Stock Option Plan has consented to the cancellation of all of such holder's Options in the manner provided in Section 2.5 hereof. No holder of an outstanding any bonds, debentures, notes or other obligations the holders of which have Option has the right to vote exercise said Option in the event the Merger is consummated. The holder of the Warrants has consented to the cancellation of the Warrants at the Effective Time without payment of additional consideration, and the Company and the other party or parties to the Purchase Rights Agreement have agreed that the Purchase Rights Agreement will be terminated at the Effective Time (without payment of additional consideration to such party or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterparties).

Capitalization. The As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 (i) 900,000,000 shares of Preferred Common Stock, par value $1.00 .001 per share (the "Preferred Stock"). As share, of June 11, 1997, (i) 38,994,413 Shares were which 112,369,622 shares are issued and outstanding (excluding Shares held by Company in treasury)outstanding, and 300,000,000 shares are reserved for issuance; and (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) 20,000,000 shares of Companynon voting Common Stock, par value .001 per share, of which no shares are issued and outstanding, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no 60,000,000 shares of Preferred Stock were outstandingstock, par value $.001 per share, of which 2,566,831 Preferred A, 9,500,000 Preferred B, and (v) Rights to purchase 389,945 shares 900,000 Preferred C are issued and outstanding. There are options granted totaling 20,800,000, of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company which 17,000,000 are available for exercise at $.70 and 3,800,000 at $.95 per share, respectively. Information regarding terms for the options is contained in its treasury)the due diligence materials furnished NIR Group, and are additionally available in the Company’s filings on XXXXX. All of the issued and such outstanding Shares are shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable nonassessable. Other than that contained the Company’s filings on XXXXX and free due diligence documents and disclosures provided to NIR Group, no shares of capital stock of the Company are subject to preemptive rightsrights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. There Other than that contained the Company’s filings on XXXXX and due diligence documents and disclosures provided to NIR Group, except as disclosed in Schedule 3(c), as of the effective date of this Agreement, (i) there are not nowno outstanding options, and at the Effective Time there will not bewarrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of the Company or any of its Subsidiaries, or arrangements by which the Company Subsidiary except as set forth above (including upon the exercise or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the options Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except the Registration Rights Agreement) and Rights and conversion (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the convertible debentures referred to above)Notes, the Warrants, the Conversion Shares or Warrant Shares. Immediately prior The Company has furnished to the consummation Buyer true and correct copies of the Amended OfferCompany’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), no Sharesthe Company’s By-laws, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to as in effect on the Rights Agreementdate hereof (the “By-laws”), and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other terms of all securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having Common Stock of the right to vote) Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the stockholders Company’s Chief Executive or Chief Financial Officer on behalf of the Company or any Company Subsidiary on any matteras of the Closing Date.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares 40,000,000 shares of Company Common Stock and 2,000,000 5,000,000 shares of Preferred Stock, par value $1.00 0.01 per share (the "Company Preferred Stock"). As of the close of business on June 1130, 19972004, (i) 38,994,413 Shares 12,802,233 shares of Company Common Stock were issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares all of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares which are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. There are not now, and at the Effective Time there will not be, any (ii) 27,197,767 shares of capital stock Company Common Stock were authorized but unissued, (iii) 2,468,403 shares of Company issued or Common Stock were subject to outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any Options; (iv) 1,431,560 shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options Common Stock were authorized and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to reserved for future issuance pursuant to the Rights Agreement, Company Stock Option Plans and after the Effective Time the Surviving Corporation will have Stock Purchase Plan (as defined in Section 7.11(b) hereof); and (v) no obligation to issue, transfer or sell any Shares or other capital stock or other securities shares of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitmentCompany Preferred Stock were issued and OUTSTANDING. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any No bonds, debentures, notes or other obligations indebtedness of the holders of which have the Company or any Company Subsidiary having any right to vote with the stockholders (or other equity holders) of the Company or such Company Subsidiary on matters submitted to the stockholders (or other equity holders) of the Company or such Company Subsidiary (or any securities that are convertible into or exercisable or exchangeable for securities having such voting rights) are issued or outstanding. Except as set forth above or in Section 2.4 of the right to voteCompany Disclosure Letter, there are no options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) with of any character issued or authorized by the stockholders of Company or any Company Subsidiary relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 6.2(a) of the Company Disclosure Letter, there are no outstanding contractual obligations (contingent or otherwise) of the Company or any matterCompany Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Company Subsidiary or to pay any dividend or make any other distribution in respect thereof. Except as set forth in Section 6.2(a) of the Company Disclosure Letter, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any Company Subsidiary thereof is a party or by which the Company or any Company Subsidiary is bound relating to the voting or transfer of any shares of the capital stock of the Company or any Company Subsidiary. All registration rights agreements to which the Company is a party are identified in Section 6.2(a) of the Company Disclosure Letter.

Capitalization. All of the Company’s outstanding shares of capital stock have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of or subject to any preemptive, co-sale or other rights to subscribe for or purchase securities. The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 shares of Common Stock and 10,000,000 shares of undesignated Preferred Stock, par value $1.00 per share (the "Preferred Stock"). As of June 11the Effective Date, 1997, (i) 38,994,413 Shares were issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) there are no shares of Preferred Stock were outstanding, and (v) Rights to purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury). All of the issued and outstanding Shares and there are duly authorized, validly 38,363,985 shares of Common Stock issued, fully paid consisting of 38,363,985 shares of Common Stock outstanding and nonassessable 0 shares of Common Stock held in treasury. There are no other shares of any other class or series of capital stock of the Company issued or outstanding. The Company has no capital stock reserved for issuance, except that, as of the Effective Date: (i) 50,331 shares of Common Stock are reserved for issuance upon the exercise of outstanding warrants; (ii) 1,583,180 shares of Common Stock are subject to currently outstanding stock options issued under the Company’s 2004 Equity Incentive Award Plan (the “2004 Plan”), and free no shares of Common Stock remain available for future issuance under the 2004 Plan; and (iii) 2,063,250 shares of Common Stock are subject to currently outstanding stock options issued under the Company’s 2006 Equity Incentive Award Plan (the “2006 Plan”), 0 shares of Common Stock are outstanding as unvested restricted stock under the 2006 Plan, and 2,489,091 shares of Common Stock remain available for future issuance under the 2006 Plan. Except as stated above, there are no outstanding options, warrants, or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company that have been granted by the Company. The issuance of Common Stock or other securities pursuant to any provision of this Agreement or the Warrants will not give rise to any preemptive rights or rights of first refusal, co-sale rights or any other similar rights on behalf of any person or result in the triggering of any anti-dilution or other similar rights. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible no securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon instruments containing anti-dilution provisions that will be triggered by the exercise issuance of the options and Rights and conversion of Securities or the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Warrant Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matter.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 2,000,000 6,000,000 shares of Preferred StockCompany Common Stock and 2,500,000 shares of preferred stock, par value $1.00 .01 per share (the "Company Preferred Stock"). As of June 11July 15, 19971998, there were 1,706,666 shares of Company Common Stock outstanding and 478,334 shares of Company Common Stock held by the Company as treasury stock. As of July 15, 1998, there were (i) 38,994,413 Shares were issued and outstanding (excluding Shares held by Company in treasury), (ii) options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company, (iii) 178,518 Shares were subject to issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) no shares of Company Common Stock reserved for issuance upon exercise of outstanding stock options or otherwise except for (x) 171,766 shares of Company Common Stock reserved for issuance pursuant to the Company Option Plans and described in Section 4.2(a) of the Company Disclosure Schedule and (y) 339,627 shares of Company Common Stock reserved for issuance upon exercise of the option to be issued to Parent pursuant to the Stock Option Agreement and (ii) no shares of Company Preferred Stock were issued or outstanding, and (v) Rights to purchase 389,945 shares held in the Company's treasury or reserved for issuance upon exercise of Series B Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)stock options or otherwise. All of the issued and outstanding Shares shares of Company Common Stock have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are not nowExcept as referred to above or reflected in Section 4.2(a) of the Company Disclosure Schedule, and except for the Stock Option Agreement, the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Company Common Stock or Company Preferred Stock or any other equity security of the Company or any securities representing the right to purchase or otherwise receive any shares of Company Common Stock or any other equity security of the Company. The names of the optionees, the date of each option to purchase Company Common Stock granted, the number of shares subject to each such option, the expiration date of each such option, and the price at which each such option may be exercised under the Effective Time there will not beCompany Option Plans are set forth in Section 4.2(a) of the Company Disclosure Schedule. (b) Section 4.2(b) of the Company Disclosure Schedule sets forth a true and correct list of all of the Subsidiaries of the Company. Except as set forth in Section 4.2(b) of the Company Disclosure Schedule, the Company owns, directly or indirectly, all of the issued and outstanding shares of the capital stock of each of such Subsidiaries, free and clear of all liens, charges, encumbrances and security interests whatsoever, and all of such shares are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock of Company issued or outstanding or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary. Assuming compliance by Parent with Section 1.5 hereof, at the Effective Time, there will not be any outstanding subscriptions, options, warrants, subscriptions, calls, rights, convertible securities commitments or other agreements of any character by which the Company or commitments obligating Company to issue, transfer any of its Subsidiaries will be bound calling for the purchase or sell issuance of any shares of its the capital stock or other issued or unissued capital stock or other securities of the Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above)its Subsidiaries. Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitment. Other than the Debentures, neither Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matter.4.3

Capitalization. (a) The entire authorized capital stock of the Company consists is 1,232,000 shares consisting of 100,000,000 Shares and 2,000,000 shares of Preferred Stock, par value $1.00 per share (the "Preferred Stock"). As of June 11, 1997, (i) 38,994,413 700,000 Common Shares, of which 555,647.51 Common Shares were are issued and outstanding (excluding Shares held by Company in treasury)as of the date hereof, (ii) options to acquire 3,824,848 525,000 Class A Preferred Shares, of which 493,916.70 Class A Preferred Shares were are issued and outstanding under all Plans (as defined in Section 6.14) of Companythe date hereof, and (iii) 178,518 7,000 Class B Preferred Shares, of which 1,687.81 Class B Preferred Shares were subject are issued and outstanding as of the date hereof. 67,224.43 Common Shares are issuable upon exercise of Rights under the agreements governing the Warrants. Pursuant to the Long-Term Incentive Plan, the Company has reserved for issuance in connection with Company's 5 3/4% Convertible Subordinated Debentures due 201225,000 Common Shares. Pursuant to the Option Plans, (iv) no shares the Company has reserved for issuance 24,000 Common Shares. As of Preferred Stock were outstandingthe date hereof, and (v) Rights the Company has granted, pursuant to the Option Plans or pursuant to option agreements outside of the Option Plans, options to purchase 389,945 shares an aggregate of Series B 22,939.75 Common Shares (of which options to purchase 400 Common Shares have expired and been forfeited) and 704.48 Class A Preferred Stock were outstanding (excluding Rights attached to Shares held by Company in its treasury)Shares. All of the issued and outstanding Company Shares are have been duly authorized, are validly issued, fully paid and nonassessable non-assessable. Except for the Options and free of preemptive rights. There Warrants, there are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or no outstanding or any authorized Rights, including options, warrants, subscriptionspurchase Rights, callssubscription Rights, rightsconversion Rights, convertible securities exchange Rights, or other agreements Contracts or commitments obligating that could require the Company to issue, transfer sell, or sell otherwise cause to become outstanding any shares of its capital stock or other issued or unissued capital stock or other securities of Company or any Company Subsidiary except as set forth above (including upon the exercise of the options and Rights and conversion of the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security or other agreement or commitmentstock. Other than with respect to the DebenturesAbilityOne Products Corp. Equity Deferred Compensation Plan, neither as amended and restated on February 12, 2002 (the “Deferred Compensation Plan”), there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar Rights with respect to the Company. The Fully-Diluted Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations Shares represent all of the holders ownership interests in and to the capital stock of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary on any matterCompany.