Common use of Capitalization Clause in Contracts

Capitalization. The authorized capital stock of the Company consists of 800,000,000 shares of Company Common Stock and 200,000,000 shares of preferred stock, no par value (the “Preferred Stock”). As of June 30, 2005, (a) 164,743,371 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (b) 1,000,000 shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, 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) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any 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 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, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote on any matter on which shareholders may vote are issued or outstanding.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 105,000,000 shares, divided into 100,000,000 shares of Company Common Stock and 200,000,000 5,000,000 shares of preferred stock, no par value $.001 per share (the “"Company Preferred Stock”"). As of June 30May 16, 20052000, (ai) 164,743,371 25,937,281 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 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) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. 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 created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such 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 Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which are may be issued upon the exercise of stock options and warrants 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 no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) 1,000,000 shares of Company Common Stock are held in the treasury of the Company, (cSection 2.3(b) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter Schedule sets forth a true the number of authorized and complete listoutstanding shares of capital stock, as and ownership thereof, of June 30, 2005, each of the Company's Subsidiaries. All of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, 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) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, of each of the Company or any 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, will be Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. There are no outstanding contractual obligations Except as set forth in Section 2.3(b) of the Company or any Subsidiary to repurchaseDisclosure Schedule, redeem or otherwise acquire any shares of Company Common Stock or any capital stock there are no restrictions of any Subsidiary kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, to or in any person. The Company owns Person. (either directly or indirectlyc) beneficially and of record all Except as described in Section 2.3(c) of the issued and Company Disclosure Schedule, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness 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. 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 (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries having or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the right Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to vote on cause the Company or any matter on of its Subsidiaries to file a registration statement under the Securities Act, or which shareholders may vote otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are issued no voting trusts, proxies or outstandingother agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries.

Capitalization. The authorized capital stock of the Company consists of 800,000,000 10,000,000 shares of Company Common Stock and 200,000,000 1,000,000 shares of preferred stock, no par value $1.00 per share, of the Company (the “"Preferred Stock”"). As of June 30, 2005the date of this Agreement, (ai) 164,743,371 6,956,838 shares of Company Common Stock are were issued and outstanding, all (ii) 791,500, 650,000, 190,000 and 900,000 shares of which Common Stock have been authorized and reserved for issuance pursuant to the 1979 Plan, the 1982 Plan, the 1984 Plan and the 1992 Plan, respectively, subject to adjustment on the terms set forth in the applicable Stock Option Plans, (iii) 200,588, 69,546 and 437,851 Options were outstanding under the 1979 Plan, the 1984 Plan and the 1992 Plan, respectively, (iv) no Options were outstanding under the 1982 Plan, (v) no shares of Preferred Stock were issued and outstanding, (vi) 108,262 shares of Common Stock and no shares of Preferred Stock were held in the treasury of the Company and (vii) 100,000 shares of Preferred Stock had been designated as Series A Junior Participating Cumulative Preferred Stock, par value $1.00 per share. As of the date of this Agreement, the Company had no shares of Common Stock reserved for issuance other than as described above. Section 5.3 of the Company Disclosure Schedule sets forth a description of the Common Stock, the Preferred Stock and the Series A Junior Participating Cumulative Preferred Stock. All such issued and outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and paid, nonassessable and free of preemptive rights, (b) 1,000,000 shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, . The parties acknowledge and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no agree that 75,000 shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, 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) of any character issued or authorized will be designated by the Company or any Subsidiary relating as the Series B Stock prior to the Closing Date and up to such amount will be issued or unissued capital stock of to the Company or any Subsidiary or obligating Rollover Stockholders (as hereinafter defined) prior to the Company or any Subsidiary to issue or sell any shares of capital stock ofClosing Date in accordance with Section 7.14 hereof. The Series B Stock, or options, warrants, convertible securities, subscriptions or other equity interests in, the Company or any 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 issuablewhen issued, will be duly authorized, validly issued, fully paid paid, nonassessable and nonassessablefree of preemptive rights. There The Company has no outstanding 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 as set forth above and for the Options (all of which have been issued under the Stock Option Plans), there are not as of the date of this Agreement issued, reserved for issuance or outstanding, (i) any shares of capital stock or other voting securities of the Company, (ii) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company, or (iii) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, and no obligation of the Company or any Company Subsidiary to issue, any capital stock or voting securities of the Company. Section 5.3 of the Company Disclosure Schedule sets forth a full list of Options, including the name of the person to whom such Options have been granted, the number of shares subject to each Option, the per share exercise price for each Option and the vesting schedule for each Option. Except as set forth in Section 2.2 hereof and Section 5.3 of the Company Disclosure Schedule and as provided in the Stock Option Plans, the vesting schedule of all Options shall not be changed or affected by the execution of this Agreement or consummation of the Transactions. Other than the Voting Agreement and other than awards made pursuant to any of the Stock Option Plans, there are no agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of any shares of capital stock of the Company or which restrict the transfer of any such shares, nor does the Company have knowledge of any third party agreements or understandings with respect to the voting of any such shares or which restrict the transfer of any such shares. Other than (i) as set forth above, (ii) awards made pursuant to any of the Stock Option Plans, and (iii) as expressly contemplated by this Agreement and the Transactions, 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 capital stock, partnership interests or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness securities of the Company or its Subsidiaries having any Company Subsidiary. Except as set forth in Section 5.3 of the right Company Disclosure Schedule and as expressly contemplated by this Agreement and the Transactions, neither the Company nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of any agreement to vote on register the offer and sale or resale of any matter on which shareholders may vote are issued or outstandingof their securities under the Securities Act.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 40,000,000 shares of Company Common Stock and 200,000,000 1,000,000 shares of preferred stockPreferred Stock ("Company Preferred Stock"), no each having a par value of $0.01 per share. At the close of business on the date hereof (the “Preferred Stock”). As of June 30, 2005, (ai) 164,743,371 32,252,752 shares of Company Common Stock are were issued and outstanding, outstanding (excluding 196,400 shares of Company Common Stock held in treasury) all of which are validly issued, fully paid and nonassessable and free of preemptive rightsnonassessable, (bii) 1,000,000 196,400 shares of Company Common Stock are were held in the treasury of the by Company, (ciii) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 105,693 shares of Company Common Stock are authorized and reserved were available for future issuance pursuant to the exercise of such Company Options, Company's Purchase Plan (div) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 4,907,820 shares of Company Common Stock (were reserved for issuance upon the “IWO Warrants”)exercise of outstanding options to purchase Company Common Stock under the 1982 Option Plan, (fv) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 1,099,893 shares of Company Common Stock (were available for future grant under the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”)1982 Option Plan, (gvi) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no 190,000 shares of Company Common Stock have been were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Company's Nonemployee Director Plan; and (vii) 110,000 shares of Company Common Stock were available for future grants under the Nonemployee Director Plan. As of the date hereof, no shares of Company Preferred Stock were issued other than or outstanding and 350,000 shares of Company Series A Preferred were reserved for issuance upon exercise of the Company Rights, and 100,000 shares of Company Series B Preferred Stock were reserved for issuance pursuant to the exercise Company Option Agreement. Section 2.3(a) of the Company Options, Assumed Options or Schedule sets forth the following information with respect to each Company Warrants and Stock Option (as defined in Section 5.8) outstanding as to the date of the Agreement: (i) the name of the optionee; (ii) no the particular plan pursuant to which such Company Options, Assumed Options or Stock Option was granted; (iii) the number of shares of Company Warrants have been issued. Except as set forth above, there are no options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments Common Stock subject to such Company Stock Option; (contingent or otherwiseiv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; and (vi) whether the exercisability of such option will be accelerated in any character issued or authorized way by the transactions contemplated by this Agreement, and indicates the extent of acceleration. Company or any Subsidiary relating has made available to the issued or unissued capital Parent accurate and complete copies of all stock of option plans pursuant to which the Company or any Subsidiary or obligating has granted such Company Stock Options that are currently outstanding and the form of all stock option agreement evidencing such Company or any 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 SubsidiaryStock Options. All shares of Company Common Stock subject to the issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments instrument pursuant to which they are issuable, will would be duly authorized, validly issued, fully paid and nonassessablenon accessible. There are no outstanding contractual obligations Except as set forth in Section 2.3(a) of the Company Schedule, there are no commitments or agreements of any Subsidiary character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. All outstanding shares of Company Common Stock and all outstanding Company Stock Options have been issued and granted in compliance with (i) all applicable securities laws and other applicable federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instruments. (b) Except as set forth in Section 2.3(b) of the Company Schedule or as set forth in Section 2.3(a) hereof and except for the Stock Option Agreement, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company is a party or by which it is bound obligating Company to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire acquire, or cause the repurchase, redemption or acquisition of, any shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporationstock, partnership interests or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness similar ownership interests of the Company or its Subsidiaries having obligating the right Company to vote on grant, extend, accelerate the vesting of or enter into any matter on such subscription, option, warrant, equity security, call, right, commitment or agreement. As of the date of this Agreement, except as contemplated by this Agreement and except for the Company Rights Plan, there are no registration rights and there is, except for the Company Voting Agreements and the Company Rights Plan, no voting trust, proxy, rights plan, antitakeover plan or other agreement or understanding to which shareholders may vote are issued the Company is a party or outstandingby which it is bound with respect to any equity security of any class of the Company. Stockholders of the Company will not be entitled to dissenters' rights under applicable state law in connection with the Merger.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 500,000,000 shares of Company Common Stock and 200,000,000 25,000,000 shares of preferred stock, no par value $1.00 per share (the “"Company Preferred Stock”"). As of June 30January 29, 20051999, (ai) 164,743,371 120,771,293 shares of Company Common Stock are were issued and outstanding, all of which are were duly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive (or similar) rights, (bii) 1,000,000 19,346,205 shares of Company Common Stock are were held in the treasury of the Company, Company and (ciii) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share an aggregate of Company Common Stock, and 8,729,809 7,626,428 shares of Company Common Stock are authorized and were reserved for future issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the exercise of such Company OptionsPlans (as defined in Section 3.10). Since January 29, (d) 1999, no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding options to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued have been granted and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than except for shares issued pursuant to the exercise of Company OptionsStock Options outstanding as of January 29, Assumed Options or 1999. No shares of Company Warrants Preferred Stock are issued and (ii) no Company Options, Assumed Options or Company Warrants have been issuedoutstanding. Except (i) as set forth above, (ii) as a result of the exercise of Company Stock Options outstanding as of January 29, 1999, (iii) with respect to no more than 50,000 options granted to Company employees since January 29, 1999 and prior to the Effective Time consistent with past practice and (iv) Rights issued pursuant to the Rights Plan, there are outstanding (a) no shares of capital stock or other voting securities of the Company, (b) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (c) no options or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell or cause to be issued, delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company and (d) no equity equivalents, interests in the ownership or earnings of the Company or other similar rights (collectively, "Company Securities"). Other than the Company Plans, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities or outstanding material obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any capital stock of any subsidiary. There are no other options, warrantscalls, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents warrants or other rightssimilar rights (other than Rights issued pursuant to the Rights Plan), agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating of its subsidiaries to which the Company or any 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 Subsidiaryits subsidiaries is a party. 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, will shall be duly authorized, validly issued, fully paid and nonassessablenonassessable and free of preemptive (or similar) rights and registration rights. There are no outstanding contractual obligations of the Company or any Subsidiary of its subsidiaries to repurchase, redeem or otherwise acquire provide funds in any shares of Company Common Stock or any capital stock of any Subsidiary or material amount to pay any dividend or make any other distribution in respect thereof or make any material investment (in the form of a loan loan, capital contribution or capital contributionotherwise) inin any such subsidiary or any other entity. (b) rights, charges or other encumbrances of any personnature whatsoever, except for such failures to own such shares free and clear as would not, individually or in the aggregate, have a Material Adverse Effect. The Company owns (either has delivered to Parent prior to the date hereof a chart of the subsidiaries of the Company which evidences, among other things, the percentage of capital stock or other equity interests owned by the Company, directly or indirectly) beneficially and of record all , in such subsidiaries as of the issued date hereof. No entity in which the Company owns less than a 50% interest and outstanding capital stock which is not disclosed in such chart, is, individually or when taken together with all such other entities, material to the business of each Subsidiary the Company and does not own an equity interest in any other corporationits subsidiaries, partnership or entity, other than in the Subsidiaries. taken as a whole. (c) No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote on any matter matters on which shareholders holders of capital stock of the Company may vote ("Company Voting Debt") are issued or and outstanding. (d) There are no voting trusts, proxies or other agreements or commitments of any character to which the Company or any of its "significant subsidiaries" (as defined in Regulation S-X) is a party or by which the Company or any of its significant subsidiaries is bound with respect to the voting of any shares of capital stock of the Company or any of its significant subsidiaries or with respect to the registration of the offering, sale or delivery of any shares of capital stock of the Company or any of its significant subsidiaries under the Securities Act.

Capitalization. (i) The authorized capital stock of the Company consists of 800,000,000 50,000,000 shares of Company Common Stock, $0.01 par value, and 5,000,000 shares of preferred stock, $1.00 par value (the "Preferred Stock"). As of January 31, 1999, (1) 28,670,645 shares of Company Common Stock were issued and 200,000,000 shares of preferred stock, no par value (the “Preferred Stock”). As of June 30, 2005outstanding, (a2) 164,743,371 3,169,785 shares of Company Common Stock are issued and outstanding, all were reserved for issuance upon the exercise of which are validly issued, fully paid and nonassessable and free of preemptive rightsoutstanding options granted under the Stock Option Plans, (b3) 1,000,000 256,286 shares of Company Common Stock are held in the treasury were reserved for issuance upon exercise of the Companyoutstanding warrants, (c4) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 4,740,740 shares of Company Common Stock are authorized and were reserved for future issuance pursuant to upon the exercise conversion of such Company Optionsthe Company's 6 1/4% Convertible Subordinated Debentures Due 2004 (the "Convertible Debentures"), (d5) no shares of Preferred Stock are were issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i6) no shares of Company Common Stock were held in the Company's treasury. All issued and outstanding shares of Company Common Stock have been duly authorized and validly issued other than pursuant in compliance with all applicable securities laws and are fully paid and nonassessable, and none of such shares are subject to, nor were they issued in violation of, any preemptive rights. None of the outstanding shares of Company Common Stock is subject to any right of first refusal or similar right of the Company or any of its Subsidiaries, and, except as set forth in Schedule 3.1(c)(i) delivered to Parent by the Company prior to the exercise execution of this Agreement, there is no contract or arrangement relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issuedCommon Stock. Except as set forth abovein this Section 3.1(c) or on Schedule 3.1(c)(i) delivered to Parent by the Company prior to the execution of this Agreement and except for purchases pursuant to the Company's Stock Purchase Plan, and except for changes since January 31, 1999 resulting from the exercise of employee or director stock options or warrants, or conversion of Convertible Debentures outstanding on such date, (i) 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) shares of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company authorized, issued or outstanding and (ii) there are not as of the date hereof, and at the Effective Time there will not be, any outstanding options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities or other commitments, contingent or otherwise, relating to Company Common Stock or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any other shares of capital stock ofof the Company, pursuant to which the Company is or may become obligated to issue, sell, grant or purchase, redeem or otherwise acquire shares of Company Common Stock, any other shares of its capital stock or any securities convertible into, exchangeable for, or optionsevidencing the right to subscribe for, warrants, convertible securities, subscriptions or other equity interests in, any shares of the capital stock of the Company. Neither the Company nor any of its predecessors has ever adopted any stockholder rights plan (or any Subsidiary. All similar plan commonly referred to as a "poison pill"). (ii) Schedule 3.1(c)(ii) delivered to Parent by the Company prior to the execution of this Agreement sets forth the following information with respect to each employee stock option and director stock option of the Company outstanding as of February 26, 1999: (a) the particular Stock Option Plan (if any) pursuant to which such option was granted; (b) the name of the optionee; (c) the number of shares of Company Common Stock subject to issuance such option; (d) the exercise price of such option; (e) the date on which such option was granted; (f) the extent to which such option is vested and exercisable as aforesaidof February 26, upon issuance 1999; and (g) the date on the terms which such option expires. The Company has made available to Parent accurate and conditions specified in the instruments complete copies of all stock option plans pursuant to which they are issuablethe Company or any of its predecessor entities has ever granted stock options, will be duly authorizedand the forms of all stock option agreements evidencing such options. (iii) Schedule 3.1(c)(iii) delivered to Parent by the Company prior to the execution of this Agreement sets forth the following information with respect to each warrant to purchase shares of Company Common Stock of the Company outstanding as of the date of this Agreement: (a) the name of the holder of such warrant; (b) the number of shares of Company Common Stock subject to such warrant; (c) the exercise price of such warrant; (d) the date on which such warrant was granted; and (e) the date on which such warrant expires. The Company has made available to Parent accurate and complete copies of all warrants outstanding as of the date of this Agreement, and all agreements relating thereto. (iv) Schedule 3.1(c)(iv) delivered to Parent by the Company prior to the execution of this Agreement lists all of the Company's Subsidiaries (except for corporate Subsidiaries with no material assets or liabilities, contingent or otherwise). Except as set forth on Schedule 3.1(c)(iv), all issued and outstanding shares of capital stock of the Company's Subsidiaries (other than director's qualifying shares) have been validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, of record and beneficially, directly or indirectly, by the Company, free and clear of all liens, encumbrances, options or claims whatsoever. There No shares of capital stock of any of the Company's Subsidiaries are reserved for issuance and there are no outstanding contractual obligations or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any of the Company's Subsidiaries, pursuant to which such Subsidiary, the Company or any other affiliate of such Subsidiary is or may become obligated to repurchaseissue, redeem sell, grant or purchase or otherwise acquire any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock of such Subsidiary. Except as set forth in Schedule 3.1(c)(iv) or as provided by applicable law, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries. Except (A) for the Company's Subsidiaries listed on Schedule 3(c)(iv), (B) as otherwise listed on Schedule 3.1(c)(iv), (C) for ordinary course portfolio investments in marketable securities and cash equivalents and (D) for corporate Subsidiaries of the Company Common Stock with no material assets or liabilities, contingent or otherwise, the Company does not own, directly or indirectly, any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporationPerson or have any direct or indirect equity or ownership interest in any Person and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to make any material loan, partnership capital contribution, investment or entitysimilar expenditure to or in any Person, other than in except for loans, capital contributions, investments or similar expenditures by the Subsidiaries. No bonds, debentures, notes Company or other indebtedness any of its Subsidiaries to any existing wholly owned Subsidiary of the Company or its Subsidiaries having to the right to vote on any matter on which shareholders may vote are issued or outstandingCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 (i) 60,000,000 shares of Company Common Stock, par value $0.001 per share, and (ii) 1,000,000 shares of preferred stock, par value $0.001 per share (“Company Preferred Stock”). At the close of business on August 6, 2010, (i) 31,946,576 shares of Company Common Stock were issued and 200,000,000 shares of preferred stock, no par value (the “Preferred Stock”). As of June 30, 2005outstanding, (a) 164,743,371 including 64,000 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (b) 1,000,000 shares of Company Common Stock are held in the treasury that were outstanding as of the Company, (c) 8,729,809 relevant time but were subject to vesting or other forfeiture restrictions or a right of repurchase by Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise as of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”time), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (iii) no shares of Company Common Stock were held by Company in its treasury, (iii) 4,150,000 shares of Company Common Stock were reserved for issuance pursuant to outstanding awards and rights under the Company’s 1997 Equity Incentive Plan, 1998 Spinoff Option Plan and 2005 Stock Incentive Plan (collectively, the “Company Stock Plans”), of which 2,595,069 shares of Company Common Stock were underlying outstanding and unexercised options entitling the holder thereof to purchase a share of Company Common Stock (each, a “Company Option”) and (iv) an aggregate of 7,803 shares of Company Common Stock are reserved for issuance pursuant to the 1997 Employee Stock Purchase Plan. Other than the Company Options and rights to acquire Company Common Stock pursuant to the 1997 Employee Stock Purchase Plan, no award to acquire Company Common Stock is outstanding under the Company Stock Plans or otherwise. At the close of business on August 6, 2010, no shares of Company Preferred Stock were issued and outstanding. (b) Except as set forth in Section 4.2(a), at the close of business on August 6, 2010, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. From August 6, 2010 until the date of this Agreement, there have been issued no issuances by the Company of shares of capital stock of, or other equity or voting interests in, the Company, other than the issuance of shares of Company Common Stock pursuant to the exercise of Company OptionsOptions outstanding as of August 6, Assumed Options or Company Warrants and (ii) no Company Options2010, Assumed Options or Company Warrants have been issuedin accordance with their terms. Except as set forth abovein Section 4.2(a), as of the date hereof, there are no options, warrants, convertible or exchangeable securities, subscriptions, stock appreciation rights, phantom stock plans rights or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by the Company or any Subsidiary (i) relating to the any issued or unissued capital stock or equity interest of the Company or any Subsidiary or Company, (ii) obligating the Company to issue, deliver or any Subsidiary sell, or cause to issue be issued, delivered or sell sold, any shares of capital stock of, or options, warrants, convertible or exchangeable securities, subscriptions or other equity interests inin the Company, or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of capital stock of the Company (each of (i), (ii) and (iii), collectively, the “Company or any SubsidiaryStock Rights”). All outstanding shares of Company Common Stock subject are, and all shares of Company Common Stock that may be issued prior to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any capital stock or equity interest of the Company (including any shares of Company Common Stock Stock) or any capital stock of any Subsidiary Company Stock Rights or to pay any dividend or make any other distribution in respect thereof thereof, or make any investment (in the form of a loan or capital contribution) in, any personPerson, other than pursuant to the Company Stock Plans. (c) Section 4.2(c) of the Company Disclosure Letter sets forth a true, complete and correct list, as of August 6, 2010, of (i) all Company Options then outstanding, the number of shares of Company Common Stock subject thereto, the grant dates, expiration dates, the exercise or base prices and the names of the holders thereof and (ii) all other outstanding awards under the Company Stock Plans, the number of shares of Company Common Stock subject thereto, the holders thereof and the vesting schedules thereof. Each outstanding Company Option and other award under a Company Stock Plan shall be treated at the Effective Time as set forth in Section 3.1. (d) The Company has no Subsidiaries. The Company owns (either does not directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not indirectly own an or have any right or obligation to subscribe for or otherwise acquire any equity or similar interest in in, or any other interest convertible into or exchangeable or exercisable for, any corporation, partnership partnership, joint venture or other business association or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote on any matter on which shareholders may vote are issued or outstanding.

Capitalization. The authorized capital stock of the Company consists of 800,000,000 20,000,000 Shares, 10,000,000 Class B Shares and 500,000 shares of Company Common Stock and 200,000,000 shares of preferred stockPreferred Stock, no par value (per share. At the “Preferred Stock”). As close of June 30business on September 26, 20051997, (ai) 164,743,371 shares of Company Common Stock are 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 (vii) no Class B Shares were 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 of shares which are may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and free of not subject to preemptive rights, (b) 1,000,000 shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, 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) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any 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 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, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which shareholders 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 or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other 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 are issued or outstandingto dispose of any shares of the capital stock of any of the Company's subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 500,000,000 shares of Company Common Stock and 200,000,000 50,000,000 shares of preferred stock, no par value (the “Preferred Stock”). As of June 30May 5, 20052017, (a) 164,743,371 58,992,572 shares of Company Common Stock are issued and outstanding, all outstanding of which (i) 108,480 shares are Company Restricted Stock Rights, as set forth in Section 4.03(b), and (ii) 568,847 shares are held in the Company’s treasury, no shares of preferred stock are issued and outstanding and no shares of Company Common Stock or preferred stock are held by a Subsidiary of the Company. All outstanding Shares are, and any additional shares of Company Common Stock issued by the Company after the date hereof and prior to the Effective Time will be, duly authorized and validly issued, fully paid and nonassessable nonassessable, and free not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, (bsubscription right or any similar right. Except as set forth in this Section 4.03(a) 1,000,000 shares and for changes after the date hereof resulting from the vesting of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding awards granted pursuant to the Company Equity Plans outstanding on the date hereof, there are no outstanding shares of capital stock of or other voting securities or ownership interests in the Company. (b) As of May 5, 2017, (i) 364,865 Company Stock Option PlanOptions are outstanding, each such option entitling the holder thereof to purchase one share of (ii) 487,404 Company Common StockPerformance RSUs are outstanding, (iii) 108,480 Company Restricted Stock Rights are outstanding and 8,729,809 (iv) 1,090,260 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common StockEquity Plans. Section 3.2 4.03(b) of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of list (which shall be updated not later than five (5) days prior to the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price Effective Time) of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than outstanding award granted pursuant to the exercise of Company OptionsEquity Plans, Assumed Options or Company Warrants and (ii) no Company Optionsincluding, Assumed Options or Company Warrants have been issued. Except as set forth above, 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) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests inapplicable, the Company or any Subsidiary. All holder, date of grant, vesting schedule and number of shares of Company Common Stock subject to thereto (assuming target level performance). Except as set forth in this Section 4.03(b), as of the date hereof, there are no Company Stock Rights. (c) As of May 5, 2017, (i) 73,572 Fidelity & Guaranty Life Holdings stock options are outstanding, (ii) no Fidelity & Guaranty Life Holdings restricted stock units are outstanding, (iii) no Fidelity & Guaranty Life Holdings dividend equivalents are outstanding and (iv) no shares of Fidelity & Guaranty Life Holdings common stock are authorized and reserved for future issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to the Subsidiary Stock Plans. Section 4.03(c) of the Company Disclosure Letter sets forth a true and complete list (which they shall be updated not later than five (5) days prior to the Effective Time) of each outstanding award granted pursuant to the Subsidiary Stock Plan or the Fidelity & Guaranty Life Holdings 2012 Dividend Equivalent Plan, as applicable, including, as applicable, the holder, date of grant, exercise price, vesting schedule and number of shares of Fidelity & Guaranty Life Holdings common stock subject thereto. Except as set forth in this Section 4.03(c), there are issuable, will be duly authorized, validly issued, fully paid and nonassessable. no Subsidiary Stock Rights. (d) There are no outstanding contractual obligations of the Company or any Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Shares or Company Common Stock or any capital stock of any Subsidiary Rights or to pay any dividend or make any other distribution in respect thereof thereof. There are no stockholder agreements, voting trusts or make other agreements or understandings to which the Company or any investment (in of its Subsidiaries is a party with respect to the form of a loan holding, voting, registration, redemption, repurchase or capital contribution) indisposition of, or that restricts the transfer of, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness voting securities or equity interests of the Company or any of its Subsidiaries. (e) As of the date hereof, neither the Company nor any of its Subsidiaries having has provided any guarantee with respect to material indebtedness of another Person, other than the right to vote on Company or any matter on which shareholders may vote are issued or outstandingwholly-owned Subsidiary of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 500,000,000 shares of Company Common Stock and 200,000,000 5,000,000 shares of preferred stock, no par value $0.01 per share (the “Company Preferred Stock”). As of June 30October 31, 20052014 (the “Company Capitalization Date”), (ai)(A) 164,743,371 shares of 307,605,860 Company Common Stock are Shares were issued and outstandingoutstanding (each together with a preferred share purchase right (the “Company Rights”) issued pursuant to the Rights Agreement dated as of April 22, all of which are validly issued2014 (the “Rights Plan”) between the Company and Xxxxx Fargo Bank, fully paid and nonassessable and free of preemptive rightsN.A., as Rights Agent (as defined in the Rights Plan), (bB) 1,000,000 shares of 9,707,230 Company Common Stock are Shares were held in the treasury and (C) no Company Shares were held by Subsidiaries of the Company, (cii) 8,729,809 16,451,609 Company Options are outstanding Shares were reserved and available for issuance pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding Equity Plans and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (iiii) no shares of Company Common Preferred Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, 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) of any character were issued or authorized by outstanding and 400,000 shares were designated as Series A Junior Participating Preferred Stock and were reserved for issuance under the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any 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 SubsidiaryRights Plan. All shares of the outstanding Company Common Stock subject to Shares are, and all Company Shares reserved for issuance as aforesaidnoted above shall be, upon issuance on when issued in accordance with the respective terms and conditions specified in the instruments pursuant to which they are issuablethereof, will be duly authorized, validly issued, fully paid and nonassessablenon-assessable and free of pre-emptive rights. There All issued and outstanding shares of capital stock of, or other equity interests in, each Significant Subsidiary of the Company are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Company Permitted Liens. (b) Except as set forth in Section 3.2(a) above and Section 3.9(g) below, as of the date of this Agreement: (i) the Company does not have any shares of capital stock issued or outstanding other than the Company Shares that were outstanding on the Company Capitalization Date or that have become outstanding after the Company Capitalization Date but were reserved for issuance as set forth in Section 3.2(a) above as of the Company Capitalization Date and (ii) other than the Company Rights and the Rights Plan, there are no outstanding contractual obligations subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests to which the Company or any of the Company Subsidiaries is a party or otherwise obligating the Company or any of the Company Subsidiaries to (A) issue, transfer or sell any shares in the capital or other equity interests of the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests (in each case other than to repurchasethe Company or a wholly owned Subsidiary of the Company); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (C) redeem or otherwise acquire any such shares in its capital or other equity interests; (D) provide a material amount of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend funds to, or make any other distribution in respect thereof or make any material investment (in the form of a loan loan, capital contribution or capital contributionotherwise) in, any person. The Company owns Subsidiary that is not wholly owned or any other Person or (either directly E) make any payment to any Person the value of which is derived from or indirectly) beneficially and of record all calculated based on the value of the issued and Company Common Stock or Company Preferred Stock. Since the Company Capitalization Date until the date of this Agreement, the Company has not granted any equity or equity-based award to any of the directors, employees or independent contractors of the Company or any Company Subsidiaries. (c) Neither the Company nor any Company Subsidiary has outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness similar 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 its Subsidiaries having the right to vote any Company Subsidiary on any matter on matter. (d) There are no voting trusts or other agreements or understandings to which shareholders may vote are issued the Company or outstandingany Company Subsidiary is a party with respect to the voting of the capital stock or other equity interest of the Company or any Company Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of: (i) 250,000,000 shares of 800,000,000 Company Common Stock, of which 60,376,616 were issued and 49,995,262 outstanding as of October 24, 2017 (the “Measurement Date”), including 113,893 shares of Company Common Stock subject to Company Restricted Stock Awards subject solely to time-based vesting and 200,000,000 shares of preferred stock, no par value (the “Preferred Stock”). As of June 30, 2005, (a) 164,743,371 396,500 shares of Company Common Stock are subject to Company Restricted Stock Awards subject in whole or in part to performance-based vesting at target performance levels; and (ii) 10,000,000 shares of convertible preferred stock, of which 1,535,398 were issued and outstandingoutstanding as of October 24, all 2017. All of which are the outstanding Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable and free nonassessable. As of preemptive rights, the Measurement Date: (bA) 1,000,000 5,638,122 shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding were subject to issuance pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of outstanding Company Common Stock, Stock Options; and 8,729,809 (B) 4,688,237 shares of Company Common Stock are authorized and were reserved for future issuance pursuant to upon the exercise conversion of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (Series A Preferred Stock, subject to adjustment on the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate terms set forth in the Certificate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options Designation and Company Warrants, with the exercise price Certificate of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issuedIncorporation. Except as set forth above, at the close of business on the Measurement Date, no shares of capital stock of the Company were issued, reserved for issuance or outstanding. From the Measurement Date to the date of this Agreement, there are have been 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) of any character issued or authorized issuances by the Company or any Subsidiary relating to the issued or unissued of shares of capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or options, warrants, convertible or exchangeable securities, subscriptions stock-based performance units or other equity interests inrights to acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of the Company Common Stock other than the issuance of Company Common Stock upon the exercise of Company Common Stock Options. Prior to the date of this Agreement, the Company or any Subsidiary. All has provided to Parent a schedule including each outstanding Company Compensatory Award and, with respect to each such outstanding Company Compensatory Award, each holder thereof, the number of shares of Company Common Stock subject to issuance each such Company Compensatory Award, vesting schedule and exercise or base price, as aforesaid, upon issuance on the terms and conditions specified applicable. (b) Except as set forth in the instruments Company’s Certificate of Incorporation or Certificate of Designation, (i) none of the outstanding Company Common Stock or Company Series A Preferred Stock is entitled or subject to any preemptive right, right of repurchase, right of participation or any similar right; (ii) none of the outstanding Company Common Stock or Company Series A Preferred Stock is subject to any right of first refusal in favor of any of the Acquired Companies; and (iii) there is no contract to which any of the Acquired Companies is a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Company Common Stock or Company Series A Preferred Stock. None of the Acquired Companies is under any obligation, nor is any of the Acquired Companies bound by any contract pursuant to which they are issuableit will become obligated, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of outstanding Company Common Stock, Company Series A Preferred Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution securities. (c) Except as set forth in respect thereof or make any investment (in the form of a loan or capital contributionSection 4.3(c) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporationCompany Disclosure Schedule, partnership or entity, other than in the Subsidiaries. No there are no bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries Acquired Companies issued and outstanding having the right to vote (or convertible or exercisable or exchangeable for securities having the right to vote) on any matter matters on which shareholders stockholders of the Company may vote vote. (d) Except as set forth in Section 4.3(d) of the Company Disclosure Schedule and for changes since October 24, 2017 resulting from the exercise or settlement of Company Compensatory Awards outstanding on such date, there was no: (i) outstanding subscription, option, call, warrant or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is based on or derived from, the value of any shares of capital stock of the Company; (ii) outstanding security, instrument, bond, debenture or note that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Companies; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any Acquired Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Section 4.3(e) of the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary”) and its jurisdiction of organization. All the outstanding shares of capital stock of each Company Subsidiary have been duly authorized and validly issued and are issued fully paid, nonassessable and not subject to preemptive rights, and are owned by the Company, by another Company Subsidiary or outstandingby the Company and another Company Subsidiary, free and clear of all pledges, liens, charges, mortgages, encumbrances, adverse claims and interests, or security interests of any kind or nature whatsoever, other than Permitted Encumbrances. As of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, stock-based performance units or contracts to which any Company Subsidiary is a party or by which any Company Subsidiary is bound obligating any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or any security convertible or exchangeable for any shares of capital stock of, any Company Subsidiary. (f) Except for its interests in the Company Subsidiaries, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 60,000,000 shares of Company Common Stock and 200,000,000 1,000,000 shares of preferred stock, no par value $0.01 (the “"Company Preferred Stock”Shares"). As of June 30September 4, 20052003, (ai) 164,743,371 30,280,639 shares of Company Common Stock are Stock, including in each case the associated Company Rights (as defined in Section 4.02(b)), no stock appreciation rights (the "SAR's") and no Company Preferred Shares, were issued and outstanding, all of which shares of Company Common Stock were validly issued and are validly issuedfully paid, fully paid and nonassessable and free of preemptive rights, (bii) 1,000,000 no shares of Company Common Stock are were held in the treasury of the Company, (ciii) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 9,740,008 shares of Company Common Stock are authorized and were reserved for future issuance pursuant to the upon exercise of such Company Options, (d) no shares of Preferred Stock are Options issued and outstanding, (eiv) there are 160,000 warrants issued 1,031,500 Restricted Shares were outstanding and outstanding to purchase an aggregate of 2,074,241 (v) 249,227 shares of Company Common Stock that were reserved for issuance under the Directors' Plan (the “IWO Warrants”as defined below), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30July 31, 20052003 except after the date hereof as permitted by this Agreement, (i) no shares of Company Common Stock or Company Preferred Shares have been issued, except for shares of Company Common Stock issued other than pursuant to the exercise of Company OptionsOptions outstanding on July 31, Assumed Options or 2003 and except for shares of Company Warrants Common Stock required to be issued in connection with the Company's Amended and Restated 401(k) Retirement Savings Plan (the "401(k) Plan"), the Company's 2000 Employee Stock Purchase Plan (the "ESPP"), the Company's Nonqualified Defined Contribution Plan (the "DCP") and the Company's 1996 Directors' Plan (the "Directors' Plan") and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, there are no options, warrants, securities convertible securitiesinto, or exchangeable for, or commitments with respect to the issuance of, shares of capital stock of the Company have been issued, granted or made, except the Company Rights in accordance with the terms of the Company Rights Agreement that are issued in connection with the Company Common Stock pursuant to the exercise of Company Options outstanding on July 31, 2003. (b) As of the date hereof, except for (i) the Preferred Share Purchase Rights (the "Company Rights") issued pursuant to the Rights Agreement, as amended and restated (the "Company Rights Agreement"), dated as of March 2, 1989, by and between the Company and Xxxxxx Trust and Savings Bank (the "Company Rights Agent"), (ii) the 8,386,409 Company Options that were issued and outstanding on September 4, 2003, (iii) rights that were outstanding on July 31, 2003 under the 401(k) Plan, the ESPP, and the Directors' Plan and (iv) the 1,031,500 Restricted Shares, there were no outstanding subscriptions, stock appreciation rightsoptions, phantom stock plans calls, contracts, commitments, understandings, restrictions, arrangements, rights or stock equivalents warrants, including any right of conversion or exchange under any outstanding security, instrument or other rightsagreement and also including any rights plan or other anti-takeover agreement, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by obligating the Company or any Subsidiary relating to the issued or unissued capital stock of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Common Stock or Company Preferred Shares (or any Subsidiary securities, directly or indirectly, convertible into, or exchangeable or exercisable for, any other shares of the capital stock or other equity interests of the Company) or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, the Company to grant, extend, perform or enter into any Subsidiarysuch agreement or commitment. All shares As of Company Common Stock subject to issuance as aforesaidthe date hereof, 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 there are no outstanding contractual obligations obligations, contingent or otherwise, of the Company or any Subsidiary of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of Company Common Stock Stock, any Company Preferred Shares or the capital stock or other equity interests of the Company or any of its Subsidiaries (or any securities, directly or indirectly, convertible into, or exchangeable or exercisable for, any other shares of the capital stock or other equity interests of any Subsidiary the Company), except in connection with the issuance of shares of Company Common Stock and the associated Company Rights upon the exercise of Company Options issued and outstanding on July 31, 2003 or to pay any dividend (ii) other than as set forth in Section 4.02(b) of the Company Disclosure Schedule, provide material funds to, or make any other distribution material investment in respect thereof or make any investment (in the form of a loan loan, capital contribution or capital contribution) inotherwise), or provide any guarantee with respect to or security for the obligations of, any person. The Company owns (either directly or indirectly) beneficially and of record all Subsidiary of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in Company or any other corporation, partnership Person. There are no outstanding stock appreciation rights or entity, other than in similar derivative securities or rights of the Company or any of its Subsidiaries. No There are no bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which shareholders stockholders of the Company may vote vote. Except as otherwise expressly contemplated by this Agreement, there are issued no voting trusts, irrevocable proxies or outstandingother agreements or understandings to which the Company or any Subsidiary of the Company is a party or is bound with respect to the voting of any shares of Company Common Stock. The Board of Directors of the Company has taken all action (subject only to execution of such amendment by the Company Rights Agent which the Company has obtained or will obtain as soon as practicable after the date hereof) to amend the Company Rights Agreement to provide that, for so long as this Agreement is in full force and effect, (i) none of the Parent and its Affiliates (including, but not limited to, Merger Sub) shall become an "Acquiring Person" and no "Stock Acquisition Date" shall occur as a result of the announcement, execution, delivery or performance of this Agreement or the CVR Agreement or the consummation of the Offer, the Top-Up Closing or the Merger or any other action or transaction contemplated hereby or thereby or in connection herewith or therewith, (ii) no "Distribution Date" shall occur as a result of the announcement, execution, delivery or performance of this Agreement or the CVR Agreement or the consummation of the Offer, the Top-Up Closing or the Merger or any other action or transaction contemplated hereby or thereby or in connection herewith or therewith. (c) The Company has filed with the SEC or previously made available to Parent complete and correct copies of the Amended and Restated 1992 Stock Option Plan, the Amended and Restated 1992 Executive Stock Option Plan, the 1984 Non-Qualified Stock Option Plan and the Amended and Restated 1994 Employee Nonqualified Stock Option Plan (the "Company Option Plans") and the Directors' Plan, including all amendments thereto. Section 4.02(c) of the Company Disclosure Schedule contains a correct and complete list as of July 31, 2003 of each outstanding Company Option and Restricted Share, including the holder, date of grant, expiration date, exercise price, vesting schedule and aggregate number of Company Common Shares subject thereto (vested and unvested) and setting forth the weighted average exercise price for all outstanding Company Options. (d) Since December 31, 2002, there has not been (i) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company, (ii) any repurchase, redemption or other acquisition by the Company of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or (iii) any amendment of any material term of any outstanding security of the Company or any of its Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 shares of Company Common Stock (i) 50,000,000 Shares and 200,000,000 (ii) 1,000,000 shares of preferred stock, no par value $0.01 per share (the “Company Preferred Stock”). As of June 30, 2005, (a) 164,743,371 shares of Company Common Stock are issued and outstanding, all of which 50,000 have been designated by the Company Board as Series B Junior Participating Preferred Stock and are validly issued, fully paid and nonassessable and free issuable upon exercise of preemptive rights, the Rights under the Rights Agreement. (b) 1,000,000 shares At the close of Company Common Stock are held in the treasury of the Companybusiness on January 8, 2010: (ci) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are 2,838,683 Shares were issued and outstanding, (eii) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”)2,028,297 Shares were held in treasury, (fiii) there are 11 warrants issued 53,000 Shares were reserved for issuance under the Amended and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” andRestated K-Tron International, together with the IWO WarrantsInc. 1996 Equity Compensation Plan, the “Company Warrants”)as amended, (giv) 1,355,000 shares of Restricted Stock are issued and outstanding 182,500 Shares were reserved for issuance under the K-Tron International, Inc. 2006 Equity Compensation Plan, as amended on May 11, 2007 and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (iv) no shares of Company Common Preferred Stock have been were issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issuedoutstanding. Except as set forth above, there are as of January 8, 2010, 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) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock Securities of the Company were issued, reserved for issuance or any Subsidiary or obligating the Company or any 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 Subsidiaryoutstanding. All shares of Company Common Stock subject to issuance as aforesaidissued and outstanding Shares have been, upon issuance on the terms and conditions specified in the instruments all Shares that may be issued pursuant to which they are issuable(x) the exercise of outstanding Company Stock Options or Company SARs and (y) Company RSUs will be, will be when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessablenonassessable and subject to no preemptive or similar rights. The Company has never declared or paid any dividend or distribution in respect of the Shares, and since October 3, 2009 has not repurchased, redeemed or otherwise acquired any Shares or issued any Company Stock Options, Company SARs, Company RSUs or Unvested Restricted Stock. There are no accrued and unpaid dividends or other distributions with respect to any outstanding Shares, and no Company Subsidiary owns, holds or has any interest in any Shares. (c) Section 3.3(c) of the Company Disclosure Letter sets forth each Company Equity Plan for which awards remain in effect as of the date hereof. The Company has made available to Parent accurate and complete copies of all stock equity plans pursuant to which the Company has granted Company Stock Options, Company SARs, Company RSUs and Unvested Restricted Stock and the forms of all award agreements evidencing such Company Stock Options, Company SARs, Company RSUs and Unvested Restricted Stock. No material changes have been made to such forms in connection with any award. There are no outstanding contractual options to purchase Shares, restricted Shares or restricted stock units or other equity-based awards associated with Shares that were issued other than pursuant to any Company Equity Plan and set forth in Section 3.3(d), (e), (f) and (g) of the Company Disclosure Letter. (d) As of the date hereof, 53,000 Shares are subject to issuance pursuant to Company Stock Options granted and outstanding under the Company Equity Plans and no Shares are subject to issuance pursuant to Company SARs granted and outstanding under the Company Equity Plans. Section 3.3(d) of the Company Disclosure Letter sets forth the following information with respect to each Company Stock Option and each Company SAR outstanding as of the date of this Agreement: (i) the Company Equity Plan pursuant to which such Company Stock Option or Company SAR was granted; (ii) the name of the holder of such Company Stock Option or Company SAR; (iii) the number of Shares or rights subject to such Company Stock Option or Company SAR; (iv) the exercise price of such Company Stock Option or Company SAR; (v) the date on which such Company Stock Option or Company SAR was granted; (vi) the extent to which such Company Stock Option or Company SAR is vested and exercisable as of the date of this Agreement and the times and extent to which such Company Stock Option or Company SAR is scheduled to become vested and exercisable after the date of this Agreement, including any events that would result in any acceleration of such vesting or exercisability; (vii) whether the Company Stock Option is an incentive stock option or a nonqualified stock option and (viii) the date on which such Company Stock Option or Company SAR expires. Except as set forth in Section 3.3(d) of the Company Disclosure Letter, the exercise price of each Company Stock Option and each Company SAR is, and will be deemed to be, equal to or greater than the fair market value of the Shares subject to or underlying such Company Stock Option or Company SAR as of the date such Company Stock Option or Company SAR was granted and each Company Stock Option and Company SAR qualifies for exemption from Section 409A of the Code. (e) As of the date hereof, 11,550 Shares are subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans. Section 3.3(e) of the Company Disclosure Letter sets forth the following information with respect to each Company RSU outstanding as of the date of this Agreement: (i) the Company Equity Plan pursuant to which such Company RSU was granted; (ii) the name of the holder of such Company RSU; (iii) the number of Shares subject to such Company RSU; (iv) the date on which such Company RSU was granted; and (v) the extent to which such Company RSU is vested as of the date of this Agreement and the times and extent to which such Company RSU is scheduled to become vested after the date of this Agreement, including any events that would result in any acceleration of such vesting or exercisability. (f) As of the date hereof, there are 25,000 Shares that constitute Unvested Restricted Stock, which are reflected in the Shares listed in Section 3.3(b)(i). Section 3.3(f) of the Company Disclosure Letter sets forth the following information with respect to each share of Unvested Restricted Stock outstanding as of the date of this Agreement: (i) the Company Equity Plan pursuant to which such Unvested Restricted Stock was granted; (ii) the name of the holder of such Unvested Restricted Stock; (iii) the number of Shares subject to the terms of such Unvested Restricted Stock; (iv) the date on which such Unvested Restricted Stock was granted; and (v) the dates on which such Unvested Restricted Stock is scheduled to vest, including any events that would result in any acceleration of such vesting or exercisability. (g) Except as referred to in Section 3.3(d) and Section 3.3(e) above, and except as set forth in Section 3.3(g) of the Company Disclosure Letter, as of the date of this Agreement, (i) there are not outstanding or authorized (A) any Securities of the Company or any Company Subsidiary convertible into or exchangeable for Securities of the Company or any Company Subsidiary or (B) options, calls, warrants, preemptive rights, anti-dilution rights or other rights, rights agreements, shareholder rights plans, agreements, arrangements or commitments of any character relating to the issued or unissued Securities or securities convertible into or exchangeable for Securities of the Company or any Company Subsidiary, (ii) there are no outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares Securities or securities convertible into or exchangeable for Securities of the Company Common Stock or any capital stock of any Company Subsidiary or to pay any dividend provide a material amount of funds to (excluding the payment of intercompany obligations), or make any other distribution in respect thereof or make any material investment (in the form of a loan loan, capital contribution or capital contributionotherwise) in, any person. The Company owns Subsidiary or other Person, (either directly iii) neither the Company nor any Company Subsidiary has issued phantom stock or indirectly) beneficially and other contractual rights the value of record all which is determined in whole or in part by the value of any Securities of the issued and outstanding capital stock of each Company or any Company Subsidiary and does not own an equity interest in there are no outstanding stock appreciation rights issued by the Company or any Company Subsidiary with respect to the Securities of the Company or any Company Subsidiary, (iv) except for the Voting Agreement, there are no voting trusts or other corporationagreements or understandings to which the Company or any Company Subsidiary or, partnership to the knowledge of the Company, any of their respective officers and directors, is a party with respect to the voting of Securities of the Company or entityany Company Subsidiary, other than in the Subsidiaries. No and (v) there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of the Company or its Subsidiaries any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, Securities having the right to vote) on any matter on which the shareholders or other equity holders of the Company or any Company Subsidiary may vote vote. There are issued no preemptive or outstandingsimilar rights on the part of any holder of any class of Securities of the Company or any Company Subsidiary. Each Company Stock Option, Company SAR, Company RSU and Share of Unvested Restricted Stock (and each other Company equity grant) was properly accounted for in all material respects in accordance with GAAP or other applicable accounting procedures or requirements and properly and timely disclosed in accordance with the Exchange Act and all other applicable Laws and no such grants involved any “back dating,” “forward dating” or similar practices with respect to such grants.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 60,000,000 shares of Company Common Stock, $0.01 par value, 50,000 shares of Series A preferred stock, $10 par value ("COMPANY SERIES A PREFERRED STOCK"), 500,000 shares of Series B preferred stock, $10 par value ("COMPANY SERIES B PREFERRED STOCK") and 5,000,000 shares of preferred stock, $10 par value ("COMPANY PREFERRED STOCK"). As of February 15, 2000, there were (i) 27,375,771 shares of Company Common Stock issued and 200,000,000 outstanding, (ii) 8,470,424 shares of preferred stockCompany Common Stock held in the Company's treasury, and (iii) no par value (the “shares of Company Series A Preferred Stock”), Company Series B Preferred Stock or Company Preferred Stock issued and outstanding. As of June 30, 2005, (a) 164,743,371 All issued and outstanding shares of Company Common Stock are issued and outstandingduly authorized, all of which are validly issued, fully paid and nonassessable and paid, nonassessable, free of preemptive rights, and were issued in compliance with all applicable laws. (b) 1,000,000 The Company Disclosure Letter lists all outstanding options, warrants and other rights to purchase shares of Company Common Stock are held in the treasury as of the CompanyFebruary 15, 2000 with descriptions of such options, warrants and other rights. (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option PlanSince February 15, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 20052000, (i) no options, warrants or other rights to purchase shares of Company Common Stock have been issued other than granted, and (ii) no additional shares of capital stock of the Company have been issued, except pursuant to the exercise of Company Options, Assumed Options or Company Warrants outstanding options. (d) Except with respect to the Rights and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth abovein paragraphs (a), (b) and (c) above and in the Company Disclosure Letter, the Company does not have any shares of its capital stock issued or outstanding and there are no outstanding subscriptions, options, warrants, calls, subscriptions, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents rights or other rights, agreements, arrangements agreements or commitments (contingent or otherwise) of any character issued or authorized by obligating the Company or any Subsidiary relating of the Company to the issued issue, transfer or unissued sell any shares of capital stock of the Company or any Subsidiary or obligating the Company or any 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 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, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or to repurchase any Subsidiary to repurchase, redeem or otherwise acquire any such shares of capital stock. Neither the Company Common Stock or nor any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and its Subsidiaries has outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness 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 such Subsidiary on any matter. Any equity securities, which were issued and reacquired by the Company or any of its Subsidiaries, were so reacquired in compliance with all applicable laws, and neither the Company nor any of its Subsidiaries having the right to vote on has any matter on which shareholders may vote are issued obligation or outstandingliability with respect thereto.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 shares of Company Common Stock Fifteen Million (15,000,000) Shares and 200,000,000 Three Million (3,000,000) shares of preferred stock, no par value $.01 per share (the “Preferred Stock”"PREFERRED STOCK"). As of June 30, 2005, (a) 164,743,371 shares the close of Company Common Stock are business on the day immediately preceding the date hereof: 6,876,140 Shares were issued and outstanding; no shares of Preferred Stock were issued and outstanding; 231,000 Shares were held in the Company's treasury; and there were outstanding, all Existing Stock Options to purchase an aggregate of 674,200 Shares under the Stock Option Plans, respectively (copies of which have previously been made available to Parent and Sub), and there are no stock appreciation rights or limited stock appreciation rights granted under the Stock Option Plans or otherwise outstanding. Since such date, the Company (i) has not issued any Shares other than upon the exercise of Existing Stock Options outstanding on such date, (ii) has not granted any options, warrants or rights or entered into other agreements or commitments to purchase Shares (under the Stock Option Plans or otherwise) and (iii) has not split, combined or reclassified any of its shares of capital stock. All of the outstanding Shares have been duly authorized and validly issued, issued and are fully paid and nonassessable and are free of preemptive rights, (b. Section 4.02(a) 1,000,000 shares of Company Common Stock are held in the treasury of the Companydisclosure letter, (c) 8,729,809 dated the date hereof, delivered by the Company Options are outstanding pursuant to Parent and Sub prior to the Company Stock Option Plan, each such option entitling the holder thereof execution of this Agreement setting forth certain information with respect to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant certain matters referred to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock in this Agreement (the “IWO Warrants”"DISCLOSURE LETTER"), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” andcontains a true, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true accurate and complete list, as of June 30, 2005the date hereof, of the name of each Existing Stock Option holder, the number of outstanding Company OptionsExisting Stock Options held by such holder, Assumed Options and Company Warrants, with the exercise price grant date of each such options and warrants. Since June 30Existing Stock Option, 2005, (i) no shares the number of Company Common Stock have been issued other than pursuant Shares such holder is entitled to receive upon the exercise of Company Options, Assumed Options or Company Warrants each Existing Stock Option and (ii) no Company Options, Assumed Options or Company Warrants have been issuedthe corresponding exercise price. Except as set forth abovein this Section 4.02(a), there are no outstanding (i) shares of capital stock or other voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (iii) options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents rights or other rights, agreements, arrangements agreements or commitments to acquire from the Company, or obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (contingent or otherwisesecurities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company, (iv) obligations of the Company to grant, extend or enter into any character issued subscription, warrant, right, convertible or authorized exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (i), (ii), (iii) and (iv) being referred to collectively as "COMPANY SECURITIES") and (v) obligations by the Company or any Subsidiary relating of its subsidiaries to make any payments based on the issued price or unissued capital stock value of the Company or any Subsidiary or obligating the Company or any 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 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, will be duly authorized, validly issued, fully paid and nonassessableShares. There are no outstanding contractual obligations of the Company or any Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Securities and there are no performance awards outstanding under the Stock Option Plans or any other outstanding stock related awards. There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment of its Subsidiaries. (in the form of a loan or capital contributionb) in, any person. The Company owns (either is, directly or indirectly) beneficially , the record and beneficial owner of record all the outstanding shares of the issued and outstanding capital stock of each Subsidiary of its Subsidiaries, free and does not own an equity clear of any lien, mortgage, pledge, charge, security interest in or encumbrance of any other corporationkind, partnership and there are no irrevocable proxies with respect to any such shares. Except for shares directly or entityindirectly owned by the Company, other than in the Subsidiaries. No bonds, debentures, notes there are no outstanding (i) shares or other indebtedness securities of the Company or any of its Subsidiaries having convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the right Company, (ii) options, warrants, rights or other agreements or commitments to vote acquire from the Company or any of its Subsidiaries (or obligations of the Company or any of its Subsidiaries to issue) any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any of its Subsidiaries, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any of the Company's Subsidiaries (the items in clauses (i), (ii) and (iii) being referred to collectively as "SUBSIDIARY SECURITIES"), or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any matter on which shareholders may vote shares of any Subsidiary. There are issued no outstanding obligations of the Company or outstandingany of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 20,000,000 Common Shares and 5,000,000 shares of Company Common Stock and 200,000,000 shares of preferred stockPreferred Stock, no par value ($1 per share. All of the “Preferred Stock”). As of June 30, 2005, (a) 164,743,371 shares of Company Common Stock are issued and outstanding, all of which outstanding Shares have been duly authorized and validly issued and are validly issued, fully paid and nonassessable and free of are not subject to preemptive rights. As of September 19, (b) 1,000,000 shares 1997, 13,793 Series A Preferred Shares, 749,486 Series B Preferred Shares and 14,113,623 Common Shares were issued and outstanding and an aggregate of Company 1,622,050 Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and Shares were reserved for future issuance pursuant to the 1996 Comprehensive Stock Plan of Score Industries, Inc., the Company's 1978 and 1990 Stock Option Plans and the 1996 Non-Employee Director Stock Plan (collectively, the "Stock Plans"). Except as disclosed in Schedule 4.2, such Common Shares reserved for issuance under the Stock Plans have not been issued and will not prior to the Effective Time be issued, and, except as disclosed in Schedule 4.2, no commitment has been or will be made for their issuance other than under stock options outstanding under the Stock Plans ("Stock Options") as of the date of this Agreement. Schedule 4.2 sets forth the exercise prices and number of such Company OptionsShares in respect of outstanding Stock Options under the Stock Plans. In addition, (d) no shares of each outstanding Common Share has a Preferred Stock are issued purchase right attached, allowing the holder upon the occurrence of certain events described in the Rights Agreement between the Company and outstandingChaseMellon Shareholder Services L.L.C., (e) there are 160,000 warrants issued and outstanding as Rights Agent, relating to purchase an aggregate of 2,074,241 shares of Company Common Stock such rights (the “IWO Warrants”"Rights"), (f) there are 11 warrants issued as amended and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock restated on February 2, 1996 (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”"Rights Agreement"), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one one-hundredth of a share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the Series C Junior Participating Preferred Stock at an exercise price of each such options and warrants$32. Since June 30, 2005, (i) no No shares of Company Common such Series C Preferred Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, 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) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares date of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, the Company or any 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, will be duly authorized, validly issued, fully paid and nonassessable. this Agreement. (b) There are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which shareholders stockholders of the Company may vote vote. Except as set forth above or otherwise on Schedule 4.2, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of the Subsidiaries is a party or by which any of them is bound, obligating the Company or any of the 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 any of the Subsidiaries or obligating the Company or any of the Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except as disclosed in Schedule 4.2, there are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire, or providing preemptive or registration rights with respect to, any shares of capital stock of the Company or any of the Subsidiaries. The Company and the Subsidiaries do not have outstanding any loans to any person in respect of the purchase of securities issued by the Company or outstandingany Subsidiary.

Capitalization. The authorized capital stock of the Company consists of 800,000,000 shares of Company Common Stock 230,000,000 Shares and 200,000,000 1,000,000 shares of preferred stock, no par value $0.01 per share (the “Company Preferred Stock”). As of June 30July 22, 2005, (aA) 164,743,371 165,097,838 shares of Company Common Stock are (other than treasury shares) were issued and outstanding, all of which are were validly issuedissued and fully paid, fully paid and nonassessable and free of preemptive rights, (bB) 1,000,000 0 shares of Company Common Stock are were held in the treasury of the CompanyCompany or by the Company Subsidiaries, (cC) 8,729,809 Company Options are outstanding pursuant to 9,613,401 (not including an additional 17,286,801 conditional options granted under the Company Company’s 2001 Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 ) shares of Company Common Stock are authorized were issuable (and such number was reserved for future issuance pursuant to the issuance) upon exercise of Company Options outstanding as of such Company Optionsdate, (d) no and 9,100 shares of Company Preferred Stock are issued or outstanding. Except for the Company Options set forth in section (C) of the prior sentence and outstanding, (e) there are 160,000 warrants issued the Warrants and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. agreements set forth in Section 3.2 3.3 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth aboveSchedule, there are no options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents warrants or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound relating to the issued or unissued capital stock or other Equity Interests of the Company or any Subsidiary Company Subsidiary, or securities convertible into or exchangeable for such capital stock or other Equity Interests, or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock or other Equity Interests, or securities convertible into or exchangeable for such capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests Equity Interests in, the Company or any Company Subsidiary. Since March 31, 2005, the Company has not issued any shares of its capital stock, or securities convertible into or exchangeable for such capital stock or other Equity Interests, other than those shares of capital stock reserved for issuance as set forth in this Section 3.3 or Section 3.3 of the Company Disclosure Schedule. The Company has previously provided Parent with a true and complete list, as of the date hereof, of the prices at which outstanding Company Options may be exercised under the applicable Company Stock Option Plan, the number of Company Options outstanding at each such price and the vesting schedule of the Company Options. All shares of Company Common Stock subject to issuance as aforesaidunder the Company Stock Option Plans, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid paid, nonassessable and nonassessablefree of preemptive rights. Except as set forth in Section 3.3 of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary (A) restricting the transfer of, (B) affecting the voting rights of, (C) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (D) requiring the registration for sale of, or (E) granting any preemptive, antidilutive or other similar right with respect to, any shares of Company Common Stock or any capital stock of, or other Equity Interests in, the Company or any Company Subsidiary. Except as set forth in Section 3.1 of the Company Disclosure Schedule, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and is owned, beneficially and of record, by the Company or another Company Subsidiary free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company’s or any Company Subsidiary’s voting rights, charges and other encumbrances of any nature whatsoever. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchaseprovide funds to, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan loan, capital contribution or capital contributionotherwise) in, any person. The Company owns (either directly Subsidiary or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entityperson, other than in guarantees by the Subsidiaries. No bonds, debentures, notes Company of any indebtedness or other indebtedness obligations of the a wholly-owned Company or its Subsidiaries having the right to vote on any matter on which shareholders may vote are issued or outstandingSubsidiary.

Capitalization. The authorized capital stock of the Company consists of 800,000,000 shares of 520,000,000 Company Common Stock Shares, and 200,000,000 shares of preferred stock, no par value (the “10,000,000 Company Preferred Stock”)Shares. As of June 30February 20, 20052003, there were (a) 164,743,371 shares of 177,405,787 Company Common Stock are Shares issued and outstanding, all (b) 50,000 Company Preferred Shares issued and outstanding and (c) 19,661,271 Company Common Shares subject to outstanding employee and director stock options issued pursuant to the stock option plans of the Company described in the Company Disclosure Letter (the "Company Option Plans"), of which the weighted average exercise price was approximately $16.26 per share and (d) 1,500,000 unissued shares of preferred stock designated as Series A Junior Participating Preferred Stock ("Company Series A Preferred Stock"). All issued and outstanding Company Shares (i) are duly authorized, validly issued, fully paid and paid, nonassessable and free of preemptive rights, (bii) 1,000,000 shares were not issued in violation of the terms of any agreement or other understanding binding upon the Company and (iii) were issued in compliance with all applicable charter documents of the Company and all applicable federal and state securities laws, rules and regulations. As of the date hereof, one right to purchase Series A Junior Participating Preferred Stock of the Company (each, a "Company Right") issued pursuant to the Amended and Restated Rights Agreement, dated December 12, 1997 (as amended, the "Company Rights Agreement"), between the Company and Fleet National Bank (f/k/a BankBoston, N.A.) is associated with and attached to each outstanding Company Common Share. Except (i) as set forth in this Section 3.3, (ii) for any Company Common Shares issuable upon conversion of Company Preferred Shares, (iii) for any Company Common Stock are held in Shares issued pursuant to the treasury exercise of the Company, options referred to in subsection (c) 8,729,809 Company Options are outstanding pursuant to above, (iv) for options issued under the Company Stock Option Plan, each such option entitling Plans after the holder thereof to purchase one share date of this Agreement in compliance with Section 5.1(a) and Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance Shares issued pursuant to the exercise of such Company Options, options and (dv) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 for shares of Company Common Series A Preferred Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than Shares issuable pursuant to the exercise Company Rights, there are no outstanding shares of Company Options, Assumed Options or Company Warrants capital stock and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, there are no options, warrants, calls, subscriptions, shareholder rights plan or similar instruments, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements agreements or commitments (contingent or otherwise) of any character issued or authorized by which obligate the Company or any Subsidiary relating of its Subsidiaries to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue issue, transfer or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, the Company or any 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, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations voting securities of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any personits Subsidiaries. The Company owns (either directly or indirectly) beneficially and of record all of the issued and has no outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness obligations the holders of which have the Company right to vote (or its Subsidiaries which are convertible into or exercisable for securities having the right to vote vote) with the stockholders of the Company on any matter on which shareholders may vote are issued or outstandingmatter.

Capitalization. The authorized share capital stock of the Company consists of 800,000,000 500,000,000 shares of Company Common Stock, par value $0.0001 per share, 500,000,000 shares of Class B common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of February 28, 2022, there were (i) 119,029,895 shares of Company Common Stock issued and 200,000,000 outstanding, 9,043,971 shares of Class B common stock issued and outstanding and no shares of preferred stock, no par value (stock of the “Preferred Stock”). As of June 30, 2005Company issued and outstanding, (aii) 164,743,371 options to purchase an aggregate of 6,353,907 shares of Company Common Shares outstanding, (iii) 11,967,915 shares of Company Common Shares underlying the Company’s outstanding restricted, performance and deferred stock unit awards (assuming maximum achievement of performance-based awards), (iv) 5,260,199 shares of Company Common Stock are issued reserved for issuance under the Company’s 2018 Employee Stock Purchase Plan, and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (bv) 1,000,000 31,096,313 shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to under the exercise of such Company OptionsCompany’s 2018 Equity Incentive Plan. Since February 1, 2022, (dA) no shares of Preferred Stock are the Company has only issued options, restricted, performance and outstanding, (e) there are 160,000 warrants issued and outstanding deferred stock unit awards or other rights to purchase an aggregate of 2,074,241 shares of acquire Company Common Stock (Shares in the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate ordinary course of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together business consistent with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding past practice and (hB) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, 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) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any only shares of capital stock of, or issued by the Company were pursuant to outstanding options, warrantsrestricted, convertible securitiesperformance and deferred stock unit awards and other compensatory rights to purchase Company Common Shares granted to employees, subscriptions directors or other equity interests in, the Company or any Subsidiaryservice providers. All shares of outstanding Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they Shares are issuable, will be duly authorized, validly issued, fully paid and nonassessable, and are not subject to and were not issued in violation of any preemptive or similar right, purchase option, call or right of first refusal or similar right. There Except as set forth above, the Company has not issued any securities, the holders of which have the right to vote with the stockholders of the Company on any matter. Except as provided in this Agreement, the Notes, the Warrants and the Indenture and except as set forth in or contemplated by this Section 3.01(b), there are no existing options, warrants, calls, preemptive (or similar) rights, subscriptions or other rights, agreements or commitments obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, any capital stock of the Company or any securities convertible into or exchangeable for such capital stock and there are no current outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any of its shares of capital stock, except with respect to the acquisition of Company Common Stock or any capital stock of any Subsidiary or Shares by the Company to pay any dividend or make any other distribution in respect thereof or make any investment (in satisfy the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all payment of the issued and outstanding capital stock of each Subsidiary and does not own an applicable exercise price or withholding taxes for equity interest in any other corporationawards. Since January 31, partnership or entity2021, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company has not declared or its Subsidiaries having the right to vote on paid any matter on which shareholders may vote are issued or outstandingdividends.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 50,000,000 shares of capital stock, of which (i) 40,000,000 shares have been designated as shares of Company Common Stock and 200,000,000 (ii) 151,000 shares have been designated as shares of preferred stockClass A Junior Participating Preferred Stock, no par value $1.00 per share, of the Company (the “Company Preferred Stock”)) for issuance upon exercise of the Company Rights pursuant to the Rights Agreement. As At the close of business on June 3029, 20052007, (ai) 164,743,371 15,005,000 shares of Company Common Stock are were issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (bii) 1,000,000 35,000 shares of Company Common Stock are were held in the treasury of the Company’s treasury, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (iiii) no shares of Company Common Stock have been were reserved for issuance, (iv) no shares of Company Preferred Stock were issued other than and outstanding (but 151,000 shares of Company Preferred Stock were reserved for issuance upon exercise of the Company Rights pursuant to the exercise of Company OptionsRights Agreement), Assumed Options or Company Warrants and (iiv) no Company Options, Assumed Options other class or Company Warrants have been issued. Except as set forth above, 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) series of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued shares of capital stock of the Company had been designated, issued or any Subsidiary or obligating the Company or any 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 Subsidiaryreserved for issuance. All of the issued and outstanding shares of Company Common Stock subject to issuance have been duly authorized and validly issued and are fully paid, nonassessable and free of any preemptive rights. Except as aforesaidprovided in this Agreement and except for the Company Rights, 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 there are no outstanding contractual obligations subscriptions, options, warrants, calls, commitments, rights, arrangements, undertakings or agreements of any character calling for the purchase, issuance, redemption or repurchase of any securities of the Company to which the Company or any Company Subsidiary is a party, including any securities representing the right to repurchase, redeem purchase or otherwise acquire receive any shares of Company Common Stock or any capital stock Stock. (b) Section 4.2(b) of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form Company Disclosure Schedule sets forth, as of a loan or capital contribution) inthe date of this Agreement, any personeach Company Material Subsidiary. The Company owns (either directly or indirectly) indirectly owns, beneficially and of record record, all of the issued and outstanding shares of the capital stock of each Subsidiary Company Material Subsidiary, free and does not own an equity interest in clear of any other corporationLiens, partnership except for (i) Liens imposed under federal or entitystate securities Laws, other than (ii) Liens specifically disclosed in the SubsidiariesCompany SEC Financial Statements and (iii) Liens that would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. No bondsAll such shares of capital stock are duly authorized and validly issued and are fully paid, debentures, notes or other indebtedness nonassessable and free of the Company or its Subsidiaries having the right to vote on any matter on which shareholders may vote are issued or outstanding.preemptive

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 of: (i) 100,000,000 shares of Company Common Stock Stock, and 200,000,000 (ii) 1,000,000 shares of undesignated preferred stock, no par value $0.0001 per share (the “Company Preferred Stock”). As of June 30the close of business on August 15, 20052022, (a) 164,743,371 57,086,992 shares of Company Common Stock are were issued and outstanding (including 0 shares of Company Restricted Stock), 6,806,598 shares of Company Common Stock were held by the Company as treasury shares, and no shares of Company Preferred Stock were issued and outstanding. Except for the foregoing, there are no other classes of capital stock of the Company. All of the issued and outstanding shares of Company Common Stock have been, and all of which are the shares of Company Common Stock that may be issued pursuant to any of the Company Compensatory Awards, the Company Benefit Plans or the Company ESPP will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, and are, or will be when issued, fully paid and nonassessable and free of preemptive rights. As of the close of business on August 15, (b) 1,000,000 2022, Company Options relating to 1,122,561 shares of Company Common Stock, Company DSUs relating to 2,457,569 shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 and Company Options are outstanding pursuant RSUs relating to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 1,220,376 shares of Company Common Stock are authorized and reserved for future were subject to issuance pursuant to the exercise of such outstanding Company OptionsCompensatory Awards, (d) no shares of Preferred Stock are issued other than Company Restricted Stock, and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 956,480 shares of Company Common Stock were reserved for issuance under the Company ESPP. From the close of business on August 15, 2022, through the date of this Agreement, there have been (i) no issuances of any Company Common Stock, Company Preferred Stock or any other Securities of the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares Company other than issuances of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (gA) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise exercise, vesting or settlement, as applicable, of any Company OptionsCompensatory Awards outstanding as of the close of business on August 15, Assumed Options 2022, in accordance with the terms of such Company Compensatory Awards or (B) under the Company Warrants ESPP in accordance with its terms and (ii) no grants of any Company Options, Assumed Options Compensatory Awards or Company Warrants have been issued. other equity or equity-based awards. (b) Except as set forth aboveon Section 3.5(b) of the Company Disclosure Schedule, (i) none of the outstanding Company Common Stock or other Securities of any Acquired Company is entitled or subject to any preemptive right, right of repurchase, right of participation or any similar right, and there are no outstanding Securities representing the right to purchase or otherwise receive any other Securities of any Acquired Company; (ii) none of the outstanding Company Common Stock or other Securities of any Acquired Company is subject to any right of first refusal in favor of any of the Acquired Companies or other Person; and (iii) there is no Contract to which any of the Acquired Companies is a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Company Common Stock or other Securities of any Acquired Company. None of the Acquired Companies is under any obligation, nor is any of the Acquired Companies bound by any Contract pursuant to which it will become obligated, to repurchase, redeem or otherwise acquire any outstanding Company Common Stock or other Securities of any Acquired Company. (c) Except as set forth in Section 3.5(c) of the Company Disclosure Schedule, there are no optionsbonds, warrantsdebentures, notes or other Indebtedness of the Acquired Companies authorized, issued or outstanding having the right to vote (or convertible or exercisable or exchangeable for Securities having the right to vote) on any matters on which stockholders of the Company may vote. (d) Except as set forth in Section 3.5(a), as of the date of this Agreement, there was no: (i) outstanding subscription, option, call, warrant, preemptive right, convertible securitiesSecurities or rights or other right (whether or not currently exercisable) to acquire any shares of the capital stock or other Securities of any Acquired Company, subscriptionsor any restricted stock unit, stock-based performance unit, phantom stock, stock appreciation rightsright, phantom profit participation right or any other right that is linked to, or the value of which is based on or derived from, the value of any shares of capital stock plans or stock equivalents or other rightsSecurities of any Acquired Company, or agreements, arrangements arrangements, commitments or commitments Contracts of any kind (contingent or otherwise) of obligating any character issued Acquired Company to grant, extend, issue, transfer, register, deliver or authorized by the Company sell, or any Subsidiary relating cause to the issued be granted, extended, issued, transferred, registered, delivered or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell sold, any shares of capital stock of, or optionsother Securities of, warrants, or any Security convertible securities, subscriptions into or exchangeable for any shares or other equity Securities of, any Acquired Company; (ii) outstanding security, instrument, bond, debenture or note that is or may become convertible into or exchangeable for any shares of the capital stock or other Securities of any of the Acquired Companies; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any Acquired Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other Securities. (e) All the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar Securities or interests in, in each Subsidiary of the Company or any Subsidiary. All shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and not subject to issuance preemptive rights, and, except as aforesaidset forth in Section 3.5(e) of the Company Disclosure Schedule, upon issuance on are owned by the terms and conditions specified in the instruments pursuant to which they are issuableCompany, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations by another Subsidiary of the Company or by the Company and another Subsidiary of the Company, free and clear of all Encumbrances, other than Permitted Encumbrances. (f) Except for investments in cash equivalents and ownership by the Company or its Subsidiaries of Securities of the Subsidiaries of the Company and those Securities set forth on Section 3.1(b)(ii) of the Company Disclosure Schedule, none of the Company nor any Subsidiary of its Subsidiaries (i) owns, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest or Securities or (ii) has any obligation or has made any commitment to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock Securities of any Subsidiary Person or to pay any dividend or make any other distribution in respect thereof provide funds to or make any investment (in the form of a loan loan, capital contribution or capital contributionotherwise) inin any Person. (g) The Company has made available to Parent or its counsel accurate and complete copies of each of the Company ESPP, the Company Equity Plans and the forms of option, restricted stock, restricted stock unit, deferred stock unit and any personother agreements evidencing the Company Compensatory Awards, and in respect of the foregoing forms, other than differences with respect to the number of shares of Company Common Stock covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such option, restricted stock, restricted stock unit, or deferred stock unit agreement or other similar agreement contains material terms that are not consistent with, or in addition to, such forms. Section 3.5(g) of the Company Disclosure Schedule sets forth, as of the close of business on August 10, 2022, each outstanding Company Compensatory Award and to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of shares of Company Common Stock issued or issuable thereunder, (iii) the expiration date, (iv) the exercise price relating thereto, (v) the grant date, (vi) the amount vested and outstanding and the amount unvested and outstanding, and (vii) the Company Equity Plan pursuant to which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof or other authorized designee) and any required stockholder approval by the necessary number of votes or written consents. The Company owns (either directly or indirectly) beneficially does not have any liability in respect of any Company Option that was granted with a per share exercise price that was less than the fair market value of a share of Company Common Stock on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to the provisions of record all Section 409A of the issued Code. Each grant of a Company Compensatory Award was made in all material respects in accordance with (i) the terms of the applicable Company Equity Plan, (ii) all applicable securities Laws, including the listing rules of the NYSE, (iii) the Code and outstanding capital stock (iv) all other applicable Laws. The Company has the requisite authority under the terms of each Subsidiary the applicable Company Equity Plan, the applicable award agreements and does not own an equity interest in any other corporationapplicable Contract to take the actions contemplated by Section 2.7 and the treatment of Company Compensatory Awards described in Section 2.7, partnership or entityshall, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness as of the Effective Time, be binding on the holders of Company Compensatory Awards purported to be covered thereby. All of the outstanding Company Common Stock has been sold pursuant to an effective registration statement filed under the federal securities Laws or its Subsidiaries having the right to vote an appropriate exemption therefrom. (h) All dividends or distributions on any matter on which shareholders may vote are issued Securities of any Acquired Company that have been declared or outstandingauthorized, if any, have been paid in full.

Capitalization. (a) The authorized capital stock Equity Interests of the Company consists of 800,000,000 19,000,000 shares of Company Common Stock, 100,000 shares of Class A Common Stock, par value $0.01 per share (the "Company Class A Stock") and 1,000,000 shares of Preferred Stock, par value $0.01 per share ("Company Preferred Stock"). As of June 1, 2007, (i) 4,077,357 shares of Company Common Stock and 200,000,000 shares of preferred stock, no par value (the “Preferred Stock”). As of June 30, 2005, (a) 164,743,371 shares of Company Common Stock are were issued and outstanding, all of which are were validly issued, fully paid and nonassessable and free were not issued in violation of any preemptive rights, , (bii) 1,000,000 174,000 shares of Company Common Stock are were held in the treasury of the Company, , (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (iiii) no shares of Company Common Stock have been issued other than were held by the Subsidiaries, (iv) 742,870 shares of Company Common Stock were issuable upon exercise of outstanding stock options granted pursuant to the Company Stock Award Plans, (v) 100,000 shares of Company Common Stock were issuable upon the exercise of Company Options, Assumed Options or Company Warrants and a warrant, (iivi) no shares of Company Options, Assumed Options or Class A Stock were issued and outstanding; and (vii) no shares of Company Warrants have been issued. Preferred Stock were issued and outstanding. (b) Except as set forth abovein Section 4.03(a), there are no options, warrants, no (i) outstanding Equity Interests in the Company or securities exercisable or exchangeable for or convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) into any Equity Interests of any character issued or authorized by the Company or any Subsidiary and no such securities are reserved for issuance and there is no obligation to authorize, issue or sell any such securities. (ii) outstanding options, warrants, rights or contracts relating to the issued or unissued capital stock Equity Interests of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares Equity Interests in the Company or any Subsidiary or obligations of capital stock of, the Company or any Subsidiary to issue or sell any such options, warrantswarrants or rights or enter into such contracts, (iii) outstanding stock appreciation rights, convertible securitiesstock awards, subscriptions restricted stock, restricted stock awards, performance units, phantom stock, profit participation or similar rights with respect to the Company, any Subsidiary or any of their respective Equity Interests (collectively, "Rights") or obligation of the Company or any Subsidiary to issue or sell any such Right, or (iv) voting trusts, proxies or other equity interests in, contracts with respect to the voting of any Equity Interests of the Company or any Subsidiary or giving any person any rights with respect to any future issuance of securities by the Company or any Subsidiary. . (c) All shares of Company Common Stock subject to issuance as aforesaidunder the Company Stock Award Plans, 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 nonassessablenonassessable and not subject to preemptive rights. There are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares Equity Interests of the Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof provide funds to, or make any investment (in the form of a loan loan, capital contribution or capital contributionotherwise) in, any Subsidiary or any other person. (d) The Company has not adopted a stockholder rights plan. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in have outstanding any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness obligations the holders of which have the Company right to vote (or its Subsidiaries convertible into or exercisable or exchangeable for securities having the right to vote or other Equity Interests of the Company or any Subsidiary) with the stockholders of the Company or any Subsidiary on any matter ("Voting Debt"). (e) Section 4.03 of the Company Disclosure Letter sets forth a true and complete list of each current or former Employee, officer, director, consultant or other service provider of the Company and its Subsidiaries who holds a Company Stock Award under the Company Stock Award Plans as of the date hereof, together with the number of shares of Common Stock subject to such Company Stock Awards, the date of grant of such Company Stock Awards, the exercise price of such Company Stock Awards, the expiration date of such Company Stock Awards, the vesting schedule for such Company Stock Awards and whether or not such Company Stock Award is intended to qualify as an "incentive stock option" within the meaning of Section 422(b) of the Code. Except as set forth in Section 4.03 of the Company Disclosure Letter, each Company Stock Award has an exercise price at least equal to the fair market value of the Common Stock on which shareholders may vote are a date no earlier than the date of the corporate action authorizing the grant and no Option has had its exercise date or grant date delayed or "backdated." All Company Stock Awards have been issued in compliance with the Securities Act and, to the Company's knowledge, any applicable state blue sky laws. The Company has provided to Parent true and complete copies of the Company Stock Award Plans and the forms of all stock option agreements evidencing the Company Stock Awards. On and after the Effective Time, no Employee, officer, director, consultant or outstandingother service provider of the Company and its Subsidiaries shall have any right under the Company Stock Award Plans to purchase Common Stock, or any other equity interest in the Company, any of the Subsidiaries, Merger Sub, the Surviving Corporation, Parent or any of their respective Affiliates or subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 170,000,000 shares of Company Common Stock and 200,000,000 2,000,000 shares of preferred stock, no par value $10.00 per share (the “Company Preferred Stock”). As of June 30January 11, 20052010, (ai) 164,743,371 45,843,368 shares of Company Common Stock are were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and were issued free of any preemptive rights, whether statutory or otherwise, (bii) 1,000,000 no shares of Company Common Stock are were held in the treasury of the Company, (ciii) 8,729,809 (A) 1,397,513 shares of Company Common Stock were reserved and available for issuance pursuant to outstanding Company Stock Options are outstanding with the grant date, vesting terms and exercise price per share of Company Common Stock for each Company Stock Option set forth on Section 3.3(a)(iii) of the Company Disclosure Letter, and (B) 110,118 shares of Company Common Stock were reserved and available for issuance pursuant to Company Restricted Stock Units and Company Deferred Units, in each case, issued pursuant to the Company Stock Option PlanPlans and Company Deferred Compensation Plans, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 (iv) 1,288,173 shares of Company Common Stock are authorized and were reserved for future issuance pursuant to the exercise grant of such additional awards under the Company OptionsStock Plans and Company Deferred Compensation Plans, and (dv) no shares of Company Preferred Stock are were issued and outstanding. As of January 11, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 20052010, (i) no shares of Company Common Stock were owned by a direct or indirect wholly owned Company Subsidiary and (ii) there were no outstanding stock options, stock appreciation rights, “phantom” stock rights, performance units, rights to receive shares of Company Common Stock on a deferred basis or other rights that are linked to the value of Company Common Stock (“Company Stock-Based Awards”) (other than Company Stock Options, Company Restricted Stock Units and Company Deferred Units specified above). From the close of business on January 11, 2010 to the date hereof, no shares of Company Common Stock have been issued other than by the Company except pursuant to the exercise of outstanding Company Stock Options. There are no bonds, Assumed Options debentures, notes or other indebtedness or securities of the Company Warrants and that have the right to vote (iior that are convertible into, or exchangeable for, securities having the right to vote) no on any matters on which Company Options, Assumed Options or Company Warrants have been issuedShareholders may vote. Except as set forth above, as of the date of this Agreement, there are no optionsnot issued, warrants, convertible securities, subscriptions, reserved for issuance or outstanding (A) any shares of capital stock appreciation rights, phantom stock plans or stock equivalents or other rightsvoting securities or equity interests of the Company, agreements, arrangements or commitments (contingent or otherwiseB) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock securities of the Company or any Subsidiary of its Subsidiaries convertible into or obligating exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or any Subsidiary to issue or sell of its Subsidiaries, (C) any shares of capital stock of, or options, warrants, convertible securitiescalls, subscriptions options or other equity interests in, rights to acquire from the Company or any Subsidiaryof its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any Company Subsidiary or (D) any Company Stock-Based Awards. All shares of Company Common Stock subject are, and all shares which may be issued pursuant to issuance as aforesaidCompany Stock Options, upon issuance on Company Restricted Stock Units and Company Deferred Units will be, when issued in accordance with the terms and conditions specified in the instruments pursuant to which they are issuablethereof, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations nonassessable and not subject to any preemptive rights, whether statutory or otherwise. (b) Except as set forth in Section 3.3(a), as of the date of this Agreement, none of the Company or any Subsidiary of the Company Subsidiaries has any contractual or other obligation to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any other capital stock or securities of the Company or any Subsidiary of its Subsidiaries (or any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other securities or equity interests of the Company or any of its Subsidiaries), to issue or sell, or cause to be issued or sold, any such securities, or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan loan, capital contribution or otherwise) in any of the Company Subsidiaries or any other Person, except in connection with the acceptance of shares of Company Common Stock in payment of the exercise price or withholding Taxes incurred by any holder in connection with the exercise of Company Stock Options or the settlement of Company Restricted Stock Units. Except as set forth in Section 3.3(b) of the Company Disclosure Letter, all of the outstanding shares of capital contribution) instock and voting securities of each Company Subsidiary are owned, any person. The Company owns (either directly or indirectly) beneficially , by the Company and are duly authorized, validly issued, fully paid and nonassessable, and those shares of record all capital stock and voting securities of each of the Company Subsidiaries owned by the Company, directly or indirectly, are free and clear of all Liens and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity interests. Except as otherwise set forth in this Section 3.3 or in Section 3.3(b) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued and outstanding or unissued capital stock or other securities of any Company Subsidiary, or otherwise obligating the Company or any Company Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. As of the date of this Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any Company Subsidiary is a party or by which any of them is bound with respect to the holding, voting or disposition of any shares of capital stock of each Subsidiary and does not own an the Company or any of its Subsidiaries. (c) Except as otherwise set forth in Section 3.3(c) of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries owns, or has any contractual or other obligation to acquire, any equity securities or other securities of any Person (other than Company Subsidiaries) or any direct or indirect equity or ownership interest in any other corporationbusiness. (d) Since October 31, partnership 2008, with respect to the Company Stock Options, Company Restricted Stock Units and Company Deferred Units, except as would not reasonably be expected to have, individually or entity, other than in the Subsidiaries. No bondsaggregate, debenturesa Company Material Adverse Effect: (i) each Company Stock Option, notes or other Company Restricted Stock Unit and Company Deferred Unit was properly accounted for on the books and records of the Company; (ii) each grant of Company Stock Options, Company Restricted Stock Units and Company Deferred Units was made in accordance with the terms of the applicable Company Stock Plan and applicable Laws; and (iii) the per share exercise price of each Company Stock Option was determined in accordance with the applicable Company Stock Plan. (e) As of the date of this Agreement, the only principal amount of outstanding indebtedness for borrowed money of the Company or and its Subsidiaries having (not including intercompany amounts or operating or capital leases or overdraft facilities) is no more than $4,310,989 in letters of credit, outstanding under the right to vote on any matter on which shareholders may vote are issued or outstandingCompany Credit Agreement.

Capitalization. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 800,000,000 70 million shares of Company Common Stock, par value $0.01 per share, and 10 million shares of Preferred Stock, par value $0.01 per share, of which 400,000 shares have been designated as Series A Participating Cumulative Preferred Stock, par value $0.01 per share, none of which shares of preferred stock have been issued. As of the close of business on April 19, 2001, (i) 35,396,356 shares of Company Common Stock were issued and 200,000,000 shares of preferred stock, no par value (the “Preferred Stock”). As of June 30, 2005outstanding, (aii) 164,743,371 33,912 shares of Company Common Stock are were subject to restricted stock grants, (iii) 2,239 shares were held by the Company as treasury shares, (iv) 21,690,000 shares were reserved for issuance pursuant to the Stock Plans, and (v) 400,000 shares of Company Series A Participating Cumulative Preferred Stock were reserved for issuance in connection with the rights (the "Rights") issued pursuant to the Rights Agreement dated as of June 10, 1998 (as amended from time to time) (the "Company Rights Agreement") between the Company and First Chicago Trust Company of New York, as Rights Agent. All of the issued and outstanding, all outstanding shares of which capital stock of the Company have been duly authorized and are validly issued, fully paid and nonassessable and free of preemptive rights, nonassessable. (b) 1,000,000 Other than (i) Stock Options to acquire an aggregate of not more than 2,836,743 shares of Company Common Stock are held in granted by the treasury Company to current and former directors, officers, employees and advisors of the CompanyCompany and its Subsidiaries, and (cii) 8,729,809 the Rights, as of the date of this Agreement, there are no outstanding or authorized options, warrants, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require the Company Options or any of its Significant Subsidiaries to issue, sell or otherwise cause to become outstanding any of its capital stock. There are no outstanding pursuant stock appreciation, phantom stock, profit participation, dividend equivalent rights or similar rights with respect to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share or any of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stockits Significant Subsidiaries. Section 3.2 of the The Company Disclosure Letter sets forth a true and complete list, as the aggregate number of June 30, 2005, of the outstanding Company Options, Assumed Stock Options and the aggregate number of Company Warrants, with Stock-Based Awards and the average weighted exercise price of each such options the Stock Options and warrants. Since June 30, 2005, the average weighted base price of the Company Stock-Based Awards. (ic) no As of the date of this Agreement the trust under the SECT is the owner of 5,866,096 shares of Company Common Stock have been issued Stock. (d) Neither the Company nor any of its Significant Subsidiaries is a party to any voting trust, proxy or other than pursuant agreement or understanding with respect to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, 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) voting of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary of its Significant Subsidiaries. (e) Prior to the date of this Agreement, the Company Board has not declared any dividend or obligating distribution with respect to the Company Common Stock the record or payment date for which is on or after the date of this Agreement. (f) All of the outstanding shares of the capital stock of each of the Company's Subsidiaries have been validly issued, are fully paid and nonassessable and as of the date of this Agreement are owned by the Company or one of its Subsidiaries, free and clear of any Subsidiary Lien other than Permitted Liens, except where the failure to issue be validly issued, fully paid or sell any shares nonassessable is not reasonably likely to have a Company Material Adverse Effect. Except for its Subsidiaries, as of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests inthe date of this Agreement, the Company does not control directly or indirectly or have any Subsidiary. All direct or indirect equity participation in any corporation, partnership, limited liability company, joint venture or other entity. (g) The number of shares of Company Common Stock subject required to issuance be validly tendered to satisfy the Minimum Condition, calculated as aforesaidof April 19, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable2001, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote on any matter on which shareholders may vote are issued or outstandingis 19,116,550.

Capitalization. (a) The authorized capital stock of the Company Parent consists of 800,000,000 (i) 400,000,000 shares of Company Parent Common Stock and 200,000,000 (ii) 70,000,000 shares of preferred stockPreferred Stock, no par value $1.00 per share (the “Preferred Stock”"PARENT PREFERRED STOCK"). As of June April 30, 20051999, (aA) 164,743,371 69,161,937 shares of Company Parent Common Stock are were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (B) 4,140,000 shares of 7 1/4% Cumulative Convertible Preferred Stock (the "7 1/4% PREFERRED STOCK") were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (C) no shares of Parent Common Stock were held in the treasury of the Parent or by the Parent Subsidiaries, and (D) 22,785,658 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding Parent Stock Options or conversion of shares of 7 1/4% Preferred Stock. The shares of Parent Common Stock included in the Merger Consideration, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, nonassessable. (b) 1,000,000 Between April 30, 1999 and the date of this Agreement, no options to purchase shares of Company Parent Common Stock are held in ("PARENT STOCK OPTIONS") have been granted by the treasury of Parent under the CompanyMetromedia International Group, (c) 8,729,809 Company Options are outstanding pursuant to the Company Inc. 1996 Incentive Stock Option Plan, each such option entitling Plan (the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common "PARENT'S OPTION PLAN"). Except for (i) Parent Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding Options to purchase an aggregate of 2,074,241 2,442,188 shares of Company Parent Common Stock (outstanding or available for grant under the “IWO Warrants”)Parent's Option Plan, (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options under agreements or Company Warrants have been issued. Except as arrangements set forth abovein Section 4.3(b) of the Parent Disclosure Letter or (iii) 13,800,000 shares of Parent Common Stock issuable upon conversion of shares of 7 1/4% Preferred Stock, there are no options, warrants, convertible securities, subscriptionsconversion rights, stock appreciation rights, phantom stock plans or stock equivalents redemption rights, repurchase rights or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued to which the Parent is a party or authorized by which the Company or any Subsidiary Parent is bound relating to the issued or unissued capital stock of the Company Parent or any Parent Subsidiary or obligating the Company Parent or any Parent Subsidiary to issue or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, the Company Parent or any Parent Subsidiary. All shares . (c) Except as set forth in Section 4.3(c) of Company Common Stock subject to issuance as aforesaidthe Parent Disclosure Letter, 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 there are no outstanding contractual obligations of the Company Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Parent Common Stock or any capital stock of any Parent Subsidiary. Except as set forth in Section 4.3(c) of the Parent Disclosure Letter, each outstanding share of capital stock of each Parent Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Parent or a Parent Subsidiary is free and clear of all Liens. Except as set forth in Section 4.3(c) of the Parent Disclosure Letter, there are no material outstanding contractual obligations of the Parent or any Parent Subsidiary to pay any dividend or make any other distribution provide funds in respect thereof excess of $1 million to, or make any investment in excess of $1 million (in the form of a loan loan, capital contribution or capital contributionotherwise) in, any Parent Subsidiary that is not wholly owned by the Parent or in any other person. (d) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $.01 per share ("SUB COMMON STOCK"). The Company owns (either directly or indirectly) beneficially and of record all All of the issued and outstanding capital stock shares of each Sub Common Stock are (A) owned by the Parent or another Parent Subsidiary wholly owned by the Parent and does not own an equity interest in any other corporation(B) duly authorized, partnership or entityvalidly issued, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote on any matter on which shareholders may vote are issued or outstandingfully paid and nonassessable.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 (i) 25,000,000 shares of Company Common Stock and 200,000,000 (ii) 5,000,000 shares of preferred stockPreferred Stock, no par value $.01 per share (“Company Preferred Stock” and together with the Company Common Stock, the “Preferred Company Capital Stock”). As of June 30the date hereof, 2005, there were outstanding (ai) 164,743,371 13,552,073 shares of Company Common Stock (not including any Company Restricted Shares) and (ii) no shares of Company Preferred Stock. As of the date hereof, there were outstanding (i) 430,050 Company Restricted Shares and (ii) Company Stock Options to purchase an aggregate of 1,102,539 shares of Company Common Stock (of which Company Stock Options to purchase an aggregate of 634,704 shares of Company Common Stock were exercisable). As of the date hereof, there are 1,102,539 shares of Company Common Stock reserved for issuance pursuant to outstanding Company Stock Options under the Company’s 2004 Stock Incentive Plan (as amended from time to time, the “2004 Stock Plan”), the 2004 Non-Employee Director Stock Option Plan (as amended from time to time, the “Director Option Plan”), and the Non- Employee Director Stock Option Agreements (as amended from time to time, the “Director Option Agreements” and, together with the 2004 Stock Plan, the Director Option Plan, the Director Option Agreements and the ESPP, the “Stock Plans”). All outstanding shares of Company Capital Stock have been, and all shares of Company Capital Stock that may be issued pursuant to any Stock Plan or other compensation plan or arrangement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and outstandingare fully paid, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (b) 1,000,000 shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 No Subsidiary of the Company Disclosure Letter sets forth a true and complete listowns, as of June 30directly or indirectly, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, 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) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock ofof the Company. There are no shares of Company Capital Stock held in the Company’s treasury. Section 4.05 of the Company Disclosure Schedule contains a complete and correct list of (i) each outstanding Company Stock Option, or options, warrants, convertible securities, subscriptions or other equity interests inincluding with respect to each such option, the Company or any Subsidiary. All holder, date of grant, exercise price, vesting schedule, maximum term and number of shares of Company Common Stock subject thereto and (ii) all outstanding Company Restricted Shares, including with respect to issuance as aforesaideach such share, upon issuance on the terms holder, date of grant and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. vesting schedule. (b) There are outstanding no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which shareholders of the Company may vote vote. Except as set forth in this Section 4.05 and for changes since October 5, 2010 resulting from the exercise of Company Stock Options outstanding on such date, there are issued no issued, reserved for issuance or outstanding.outstanding (i) shares of capital stock or other voting securities of or other ownership interest in the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities of or other ownership interest in the Company,

Capitalization. The authorized capital stock of the Company consists of 800,000,000 175,000,000 shares of Company Common Stock and 200,000,000 2,000,000 shares of preferred stock, no $.001 par value per share (of which 200,000 shares are designated Series A Junior Participating Preferred Stock) (the “Preferred Stock”"COMPANY PREFERRED STOCK"). As of June 30the close of business on February 18, 20052000 (the "COMPANY MEASUREMENT DATE"), (a) 164,743,371 72,813,826 shares of Company Common Stock were issued and outstanding, (b) no shares of Company Preferred Stock were issued and outstanding, (c) the Company had no shares of Company Common Stock held in its treasury, (d) 12,665,428 shares of Company Common Stock were reserved for issuance under the Company Stock Option Plans and the ESPP, (e) Company Options to purchase 10,687,839 shares of Company Common Stock in the aggregate had been granted and remained outstanding under the Company Stock Option Plans, (f) no warrants to purchase shares of Company Common Stock were outstanding and (g) except for the Company Options, rights to the issuance of 199,786 shares of Company Common Stock in the aggregate under the ESPP and rights to purchase shares of Series A Junior Participating Preferred Stock pursuant to the Company Rights Agreement (defined in Section 3.26 hereof), there were no outstanding Rights (defined below). Except as permitted by Section 5.1(b), since the Company Measurement Date, no additional shares in the Company have been issued, except pursuant to the exercise of Company Options listed in Section 3.3 of the Company Disclosure Letter and the ESPP, and no Rights have been granted. Except as described in the preceding sentence or as set forth in Section 3.3 of the Company Disclosure Letter, the Company has no outstanding 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. All issued and outstanding shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (b) 1,000,000 shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, 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) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any 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 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, will be duly authorized, validly issued, fully paid paid, nonassessable and nonassessablefree of preemptive rights. There are not as of the 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 in the capital of the Company or any of its Subsidiaries, other than rights to purchase shares of Series A Junior Participating Preferred Stock pursuant to the Company Rights Agreement, Company Common Stock issuable under the Company Stock Option Plans and the ESPP, or awards granted pursuant thereto (collectively, "RIGHTS"). As of the date hereof, there are no outstanding contractual obligations of the Company or any Subsidiary of its Subsidiaries to repurchase, reprice, redeem or otherwise acquire any shares of Company Common Stock or any the capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having Subsidiaries. As of the right date hereof, there are no outstanding contractual obligations of the Company to vote on or to dispose of any matter on which shareholders may vote are issued or outstandingshares in the capital of any of its Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 30,000,000 shares of Company Common Stock and 200,000,000 1,000,000 shares of preferred stock, no par value $.001 per share (the “Company Preferred Stock”). As At the close of June 30business on October, 200520, 2015, (ai) 164,743,371 4,601,241 shares of Company Common Stock were issued and outstanding, (ii) 1,084,192 shares of Company Common Stock were held by the Company in its treasury, (iii) 308,175 shares of Company Common Stock were reserved for issuance under the Company Stock Plans (of which 308,175 shares of Company Common Stock are issued subject to outstanding Options, and outstanding23,775 of such Options have an exercise price per share that is greater than or equal to the Merger Consideration and, all of which are validly issuedat the Effective Time, fully paid shall be canceled and nonassessable and free of preemptive rightsterminated pursuant to Section 2.4), (biv) 1,000,000 45,500 shares of Company Common Stock were granted subject to vesting, repurchase or other lapse restrictions (all of which are held included in the treasury of the Company, subsection (ci) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, above) and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (div) no shares of Company Preferred Stock are were issued and or outstanding, (e) there are 160,000 warrants issued and . All outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been duly authorized and validly issued other than pursuant to and are or will be in the exercise case of Company Options, Assumed Options fully paid and nonassessable and were not issued in violation of any preemptive rights or Company Warrants and (ii) of any federal or state securities law. As of the date of this Agreement, there are no Company Options, Assumed Options outstanding shares of the Company’s capital stock or Company Warrants have been issuedany securities convertible into or exchangeable or exercisable for any shares of its capital stock. Except as set forth above, above as of the date of this Agreement there are no optionsnot, warrantsand as of the Effective Time there will not be, convertible securitiesany shares of capital stock, voting securities or equity interests of the Company issued and outstanding or any subscriptions, “phantom stock,” RSUs, stock appreciation rights, phantom stock plans options, warrants, calls, convertible or stock equivalents or other exchangeable securities, rights, agreements, arrangements commitments or commitments (contingent or otherwise) agreements of any character issued or authorized by providing for the Company or any Subsidiary relating to the issued or unissued capital stock issuance of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock, voting securities or equity interests of the Company, including any representing the right to purchase or otherwise receive any Company Common Stock. (b) None of the Company’s Subsidiaries has issued or is bound by any outstanding subscriptions, “phantom stock,” RSUs, stock ofappreciation rights, or options, warrants, calls, convertible or exchangeable securities, subscriptions rights, commitments or other agreements of any character providing for the issuance or disposition of any shares of capital stock, voting securities or equity interests in, of any Subsidiary of the Company or any 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, will be duly authorized, validly issued, fully paid and nonassessableCompany. There are no outstanding contractual obligations of the Company or any Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any shares of capital stock stock, voting securities or equity interests) of the Company or any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any personits Subsidiaries. The Company owns (either directly or indirectly) beneficially and of record indirectly owns all of the issued and outstanding capital stock of each Subsidiary of its Subsidiaries, free and does not own an equity interest in clear of any other corporationand all Liens and transfer restrictions, partnership or entity, other than in except for such transfer restrictions of general applicability as may be provided under the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote on any matter on which shareholders may vote are issued or outstandingSecurities Act.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 shares (i) 25,000,000 Class A Shares, of Company Common Stock and 200,000,000 shares which as of preferred stockthe close of business on July 26, no par value (the “Preferred Stock”). As of June 30, 20052017, (aA) 164,743,371 15,503,763 shares of Company Common Stock are were issued and outstanding, all of which are validly issued, fully paid outstanding (including 191,713 Company Restricted Shares) and nonassessable 1,766,481 shares were issued and free of preemptive rights, (b) 1,000,000 shares of Company Common Stock are held in the treasury of the Company, (cii) 8,729,809 Company Options are 5,000,000 Class B Shares, of which as of the close of business on July 26, 2017, 1,656,467 shares were issued and outstanding pursuant to and no shares were issued and held in the treasury of the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 (iii) 1,000,000 shares of Company Common Stock are authorized and reserved for future issuance pursuant to Preferred Stock, of which on the exercise of such Company Options, (d) no shares of Preferred Stock date hereof none are issued and outstanding. Since July 26, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”)2017, (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 no Equity Securities of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, have been issued by the Company. (b) As of the outstanding Company Optionsdate hereof, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, there are (i) no shares of outstanding options, warrants or other rights to acquire Shares granted under any Company Common Stock have been issued Plan or any other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants agreement and (ii) no 906,017 Class A Shares reserved in respect of the Company Options, Assumed Options or Company Warrants have been issuedStock Plans. Except as set forth above, 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 otherwisein Section 4.3(b) of any character issued or authorized by the Company or any Subsidiary relating to Company’s Disclosure Letter, each of the issued or unissued capital stock outstanding Equity Securities of the Company or any Subsidiary or obligating the Company or any 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 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, will be is duly authorized, validly issued, fully paid and nonassessable, and has not been issued in violation of (nor are any of the authorized Equity Securities of the Company subject to) any pre-emptive or similar rights. There Except as set forth in Section 4.3(a) above, this Section 4.3(b) or in Section 4.3(b) of the Company’s Disclosure Letter, no Equity Securities of the Company are reserved for issuance. Except as set forth in this Section 4.3(b) or in Section 4.3(b) of the Company’s Disclosure Letter, there are no (i) outstanding contractual obligations securities, options or warrants, agreements or commitments of any character to which the Company or any of its Subsidiaries is a party relating to the Equity Securities of the Company or any Subsidiary of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, issue, deliver or sell, or cause to be granted, issued, delivered or sold, any Equity Securities of the Company or any of its Subsidiaries or (ii) stock appreciation rights or similar derivative securities or rights of the Company or any of its Subsidiaries or any obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Equity Securities of the Company or any of its Subsidiaries. Except as set forth in Section 4.3(b) of the Company’s Disclosure Letter, there are no obligations, contingent or otherwise, of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares Equity Securities of the Company Common Stock or any capital stock of its Subsidiaries. Except as described in Section 4.3(b) of the Company’s Disclosure Letter, none of the Company nor any of its Subsidiaries directly or indirectly owns, has agreed to purchase or otherwise acquire or holds Equity Securities or any interest convertible into or exchangeable or exercisable for, any Equity Securities of any Subsidiary or to pay any dividend or make any Person (other distribution in respect thereof or make any investment than the Subsidiaries of the Company). (in the form of a loan or capital contributionc) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of All the issued and outstanding capital stock shares of Equity Securities of each Subsidiary of the Company, (i) have been duly authorized and does are validly issued, and, with respect to capital stock, are fully paid and nonassessable, and were not own an equity interest issued in violation of any other corporationpre-emptive or similar rights and (ii) are owned by the Company or one of its Subsidiaries free and clear of all Liens, partnership except as set forth in Section 4.3(c) of the Company’s Disclosure Letter. Section 4.3(c) of the Company’s Disclosure Letter sets forth each Subsidiary of the Company and indicates its jurisdiction of organization. (d) There are no voting trusts, proxies or entity, other than in similar agreements or understandings to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound with respect to the voting of any Equity Securities of the Company or any of its Subsidiaries. No . (e) Neither the Company nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other indebtedness obligations the holder of which has the Company right to vote or its Subsidiaries which are convertible into, or exchangeable for, securities having the right to vote with the stockholders of the Company on any matter on which shareholders may vote are issued or outstandingmatter.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 (i) 175,000,000 shares of Company Class A common stock, $0.001 par value per share (the "Class A Common Stock Stock"), (ii) 100,000,000 shares of Class B common stock, $0.001 par value per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock") and 200,000,000 (iii) 35,000,000 shares of preferred stock, no $0.001 par value per share (the “"Preferred Stock”)") of which 434,782 are designated as the Series A Preferred Stock. As of June 30September 24, 20052004, (ai) 164,743,371 14,356,179 shares of Company Class A Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (bii) 1,000,000 27,173,461 shares of Company Class B Common Stock are held in the treasury of the Companyissued and outstanding, (ciii) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 434,782 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Series A Preferred Stock are issued and outstanding, (eiv) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 no shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling held in the holder hereof to purchase one share of Company Common Stock. Section 3.2 treasury of the Company Disclosure Letter sets forth or otherwise owned by the Company and (v) a true and complete list, as total of June 30, 2005, 7,105,846 shares of Class A Common Stock are reserved for issuance pursuant to the Company Option Plans of which 6,120,298 shares are subject to outstanding options. All of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been the Company's capital stock are, and all Shares which may be issued other than pursuant to the exercise of outstanding Company OptionsStock Options will be, Assumed when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any Company Subsidiary issued and outstanding. As of September 24, 2004, except for (i) Company Stock Options or Company Warrants and to purchase not more than 7,105,846 shares of Class A Common Stock, (ii) no Class B Common Stock, which is convertible into Class A Common Stock pursuant to the terms of the Company OptionsCertificate, Assumed Options or Company Warrants have been issued. Except as (iii) Series A Preferred Stock, which is convertible into Class A Common Stock pursuant to the terms of the Series A Preferred Certificate of Designations and (iv) other arrangements and agreements set forth abovein Section 3.3(a) of the Company Disclosure Schedule, (x) there are no shares of capital stock of the Company authorized, issued or outstanding, (y) there are no existing options, warrants, convertible securitiescalls, subscriptions, stock appreciation pre-emptive rights, phantom stock plans or stock equivalents subscriptions or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by the Company or any Subsidiary kind 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 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 issue grant, extend or sell enter into any shares of capital stock ofsuch option, or optionswarrant, warrantscall, convertible securities, subscriptions subscription or other equity interests inright, the Company agreement, arrangement or any Subsidiary. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms commitment and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There (z) 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 any capital stock of the Company or any Company Subsidiary or any affiliate of the Company or to pay any dividend or make any other distribution in respect thereof or provide funds to make any investment (in the form of a loan loan, capital contribution or otherwise) in any Company Subsidiary. No Company Subsidiary owns any shares of Common Stock. (b) As of September 24, 2004, the Company had outstanding Company Stock Options to purchase 6,120,298 shares of Class A Common Stock and 292,328 shares of Company Restricted Stock granted under Company Option Plans. Since September 24, 2004, the Company has granted no more than 9,900 Company Stock Options and no shares of Company Restricted Stock. Except as set forth in the preceding two sentences, the Company has no other outstanding stock options to purchase any shares, and no restricted shares, of any class or series of capital contribution) in, any personstock. The All of such Company owns (either directly Stock Options and Company Restricted Stock have been granted to employees or indirectly) beneficially and of record all directors of the issued Company and members of the Company's consumer advisory board in the ordinary course of business consistent with past practice. Since September 24, 2004, the Company has not granted any Company Stock Options or shares of Company Restricted Stock to officers or directors of the Company. Section 3.3(b) of the Company Disclosure Schedule sets forth a listing of all outstanding Company Stock Options and shares of Company Restricted Stock as of September 20, 2004 and (i) the date of their grant and the portion of which that is vested, (ii) the date upon which each Company Stock Option expires, (iii) whether or not such Company Stock Option is intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Code and (iv) whether or not such Company Stock Option or Company Restricted Stock will accelerate, in whole or in part, pursuant to its terms as a result of the transactions contemplated hereby. (c) Except as provided in the Amended and Restated Stockholders Agreement, dated December 19, 2003, by and among the Company and certain of its stockholders (the "Company Stockholders Agreement"), 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 the capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having any of the right to vote on any matter on which shareholders may vote are issued or outstandingCompany Subsidiaries.

Capitalization. The authorized share capital stock of the Company consists of 800,000,000 (x) 500,000,000 shares of Company Common Stock, (y) 100,000,000 shares of Class B common stock, par value $0.001 per share, of the Company and (z) 25,000,000 shares of preferred stock, par value $0.001 per share, of the Company. As of June 13, 2016, there were (i) 55,935,827 shares of Company Common Stock issued and 200,000,000 outstanding, no shares of Class B Common Stock of the Company issued and outstanding and no shares of preferred stock, no par value stock of the Company issued and outstanding (the “Preferred Stock”). As ii) options to purchase an aggregate of June 30, 20056,789,421 shares of Company Common Stock issued and outstanding, (aiii) 164,743,371 642,340 shares of Company Common Stock underlying the Company's restricted stock unit awards, and (iv) approximately 2,300,000 shares of Company Common Stock reserved for issuance under the Company's employee or director employment, compensation and/or benefit plans, programs, policies, agreements or other arrangements. Since January 1, 2016, (A) the Company has only issued options, restricted stock units or other rights to acquire shares of Company Common Stock in the ordinary course of business consistent with past practice and (B) the only shares of capital stock issued by the Company were pursuant to outstanding options, restricted stock units and other rights to purchase shares of Company Common Stock. All outstanding shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (b) 1,000,000 shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, 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) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any 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 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, will be duly authorized, validly issued, fully paid and nonassessable, and are not subject to and were not issued in violation of any preemptive or similar right, purchase option, call or right of first refusal or similar right. There Except as set forth above, the Company has not issued any securities, the holders of which have the right to vote with the stockholders of Company on any matter. Except as provided in this Agreement, the Notes and the Indenture and except as set forth in or contemplated by this Section 3.01(b), there are no existing options, warrants, calls, preemptive (or similar) rights, subscriptions or other rights, agreements or commitments obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, any capital stock of the Company or any securities convertible into or exercisable or exchangeable for such capital stock and there are no current outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any of its shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote on any matter on which shareholders may vote are issued or outstandingstock.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 shares of Company (i) 55,000,000 Common Stock Shares and 200,000,000 (ii) 2,500,000 shares of preferred stock, no par value $0.10 per share (the “"Preferred Stock”"); provided that the Company's Certificate of Incorporation may be amended prior to the Effective Time to increase the number of authorized Common Shares to 100,000,000 Common Shares. As of June 30the close of business on April 13, 20052004, (a) 164,743,371 shares of Company 46,141,755 Common Stock are Shares were issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (b) 1,000,000 shares of Company no Common Stock are Shares were held in the treasury of by the Company, (c) 8,729,809 Company Options are outstanding pursuant to 203,380 Common Shares were reserved for issuance under the Company Stock Option 1989 Plan, each such option entitling the holder thereof to purchase one share of Company 2,369,409 Common Stock, and 8,729,809 shares of Company Common Stock are authorized and Shares were reserved for future issuance pursuant to under the exercise of such Company Options1993 Plan, (d) 1,715,338 Common Shares were reserved for issuance under the 1999 Plan, 1,800,000 Common Shares were reserved for issuance under the 2003 Plan and no shares of Preferred Stock are were issued and outstanding, . (eb) there are 160,000 warrants The Company has made available to Parent correct and complete copies of all Company Option Plans and all forms of options issued and outstanding to purchase an aggregate of 2,074,241 shares of under those Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common StockOption Plans. Section 3.2 4.05 of the Company Disclosure Letter sets forth a true correct and complete listlist in all material respects of the following information, as of June 30the date hereof with respect to the Company Stock Options: (i) the number of Shares subject to outstanding Company Stock Options; and (ii) the weighted average exercise price of all outstanding Company Stock Options. All Company Stock Options which are subject to vesting will vest or accelerate as a result of the consummation of the Offer without any action on the part of the Company, 2005Parent, Merger Subsidiary or the holder of any such Company Stock Option. As of the date hereof, except as set forth in Section 4.05 of the Company Disclosure Letter, there are no options for, or other rights to purchase, any shares of capital stock of the Company. (c) All of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of capital stock of the Company have been, and all Common Stock have been Shares that may be issued other than pursuant to the exercise of Company Options, Assumed Stock Options or under the Company Warrants Option Plans will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued and fully paid and non-assessable, and have not been (iiand will not be) issued in violation of (nor are any of the authorized shares of capital stock subject to) any preemptive or similar rights created by statute, the Certificate of Incorporation or By-laws of the Company, or any contract to which the Company is a party or by which its properties or assets are bound. (d) Since December 31, 2003, except as permitted pursuant to Section 6.01(e)(i)(y), no Company Options, Assumed Options or Company Warrants shares of capital stock have been issued. issued by the Company except pursuant to Company Stock Options and for which shares are adequately reserved as described above. (e) Except for the Company Stock Options outstanding as of the date hereof or that may be issued in compliance with Section 6.01(e)(i)(y) and except as set forth abovein Section 4.05 of the Company 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 otherwisei) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock securities of the Company convertible into or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any exchangeable for shares of capital stock ofor voting securities or ownership interests in the Company, or options(ii) options (including stock option plans and programs), warrants, convertible securities, subscriptions rights or other equity interests inagreements or commitments to acquire from the Company, the Company or any 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, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company to issue, sell, deliver, exchange, convert, transfer or any Subsidiary cause to repurchasebe issued, redeem sold, delivered, exchanged, converted or otherwise acquire any shares of Company Common Stock or transferred, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company, (iii) obligations of the Company to grant, extend or enter into any Subsidiary subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to pay any dividend capital stock, voting securities or make any other distribution in respect thereof or make any investment (ownership interests in the form of a loan or capital contributionCompany, (iv) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote on any matter matters on which shareholders stockholders of the Company may vote or (v) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the Common Shares. There are issued no outstanding obligations of the Company or outstandingany of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any securities listed in clauses (i), (ii), (iii) and (iv) of the preceding sentence. (f) There are no voting trusts, proxies or similar agreements or understandings to which the Company or any Subsidiary is a party or to which any of them are bound with respect to the voting of any shares of capital stock of the Company or any Subsidiary and there are no contractual obligations or commitments of any character to which the Company or any Subsidiary is a party restricting the transfer of any shares of capital stock of the Company or any Subsidiary except pursuant to restricted stock awards under Benefit Plans. (g) There are no outstanding stock appreciation rights or similar derivative securities or rights of the Company or any of its Subsidiaries. (h) Section 4.05 of the Company Disclosure Letter sets forth as of the close of business on the Business Day immediately preceding the date hereof (i) the aggregate principal amount of all indebtedness of the Company and its Subsidiaries and (ii) the principal amount of each instrument of indebtedness for borrowed money of the Company or any of its Subsidiaries having an outstanding principal amount in excess of $10.0 million, including its existing line of credit and outstanding debt securities. With respect to each such instrument of indebtedness for borrowed money of the Company or any of its Subsidiaries, no condition exists or event has occurred which (whether with or without notice or lapse of time or both, or the happening or occurrence of any other event) would constitute a default or breach in any material respect by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party or parties thereto under any such instrument of indebtedness, other than (x) with respect to any default or breach that occurs upon and as a result of the consummation of the Offer pursuant to the terms of the Company Credit Facility and (y) the Company's obligation to make a "Change of Control Offer" (as defined in the Company Indenture) upon the consummation of the Offer.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 (i) 300,000,000 shares of Company Common Stock and 200,000,000 Stock, of which, as of the close of business on September 12, 2012, there were 34,385,800 shares of preferred stock, no par value (the “Preferred Stock”). As of June 30, 2005, (a) 164,743,371 shares of Company Common Stock are issued and outstanding, all outstanding (of which are validly issued, fully paid and nonassessable and free of preemptive rights, (b) 1,000,000 no shares of Company Common Stock are held in the treasury of the Company, treasury) and (cii) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 5,000,000 shares of preferred stock, par value $0.001 per share (the “Company Common Stock are authorized and reserved for future issuance pursuant to the exercise Preferred Stock”), of such Company Options, (d) which no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, All of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been duly authorized and validly issued other than and are fully paid, nonassessable and free of preemptive rights. The Company does not have in effect, and is not otherwise subject to, any stockholder rights agreement or “poison pill” stockholder rights plan. (b) As of the close of business on September 12, 2012, the Company has no shares of Company Common Stock or Company Preferred Stock reserved for or otherwise subject to issuance, except for (i) 1,533,823 shares of Company Common Stock reserved for issuance pursuant to the outstanding Company Warrants, (ii) 4,453,482 shares of Company Common Stock reserved for issuance pursuant to the exercise of outstanding Company OptionsOptions under the Company Stock Option Plans, Assumed (iii) 1,112,335 shares of Company Common Stock reserved for issuance pursuant to outstanding Company RSUs, and (iv) 1,400,308 shares of Company Common Stock reserved for issuance pursuant to the ESPP. (c) Except for Company Options or to purchase not more than 4,453,482 shares of Company Common Stock, Company Warrants exercisable for not more than 1,533,823 shares of Company Common Stock, 1,112,335 shares of Company Common Stock issuable pursuant to outstanding Company RSUs, and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth aboverights outstanding under the ESPP, there are no options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents warrants or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by obligating the Company or any Company Subsidiary relating to issue, acquire or sell any Equity Interests of the issued Company or unissued any Company Subsidiary. There is no indebtedness of the Company or any Company Subsidiary that has the right to vote or consent on matters that holders of capital stock of the Company are entitled to vote or any Subsidiary or obligating the Company or any 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 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, will be duly authorized, validly issued, fully paid and nonassessable. consent on. (d) There are no outstanding contractual obligations of the Company or any Company Subsidiary to (i) affecting the voting rights of, (ii) requiring the repurchase, redeem redemption or otherwise acquire disposition of, or containing any right of first refusal with respect to, (iii) requiring the registration for sale of or (iv) granting any preemptive or antidilutive rights with respect to, any shares of Company Common Stock or other Equity Interests in the Company or any Company Subsidiary. (e) Section 3.2(e) of the Company Disclosure Schedule sets forth, for each Company Subsidiary, as applicable: (i) the number of its outstanding shares of capital stock or other Equity Interests and type(s) of such outstanding shares of capital stock or other Equity Interests and (ii) the record owner(s) thereof. The Company or another Company Subsidiary owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other Equity Interests of each of the Company Subsidiaries, free and clear of any Liens (other than Permitted Liens), and all of such shares of capital stock or other Equity Interests have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Except for Equity Interests in the Company Subsidiaries, neither the Company nor any Company Subsidiary owns directly or indirectly any Equity Interest in any Person, or has any obligation or has made any commitment to acquire any such Equity Interest or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan loan, capital contribution or capital contributionotherwise) in, any person. The Company owns Subsidiary or any other Person. (either directly or indirectlyf) beneficially and of record all Section 3.2(f) of the Company Disclosure Schedule sets forth an accurate and complete list of all issued and outstanding Company Options, as of the close of business on September 12, 2012, including (i) the name of each holder of Company Options, (ii) the date on which the grant of each Company Option was by its terms to be effective (the “Grant Date”) and the expiration date of such Company Options, (iii) the number of outstanding, unvested Company Options held by each such holder, (iv) the total number of shares of Company Common Stock subject to each such Company Option, (v) the exercise price of each Company Option, (vi) the vesting schedule (including any vesting acceleration provisions) and vested status of each such Company Option and (vii) whether such Company Option is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code. All Company Options are evidenced by stock option agreements, in each case substantially in the forms made available to Parent, and no stock option agreement contains terms that are materially inconsistent with or in addition to such forms. Each Company Option may, by its terms, be treated as set forth in Section 2.5. Except for the Company Options set forth in Section 3.2(f) of the Company Disclosure Schedule, shares of Company Common Stock issuable pursuant to outstanding Company RSUs, and rights outstanding under the ESPP, there are no options, warrants or other rights, agreements, arrangements or commitments of any character (i) relating, convertible into or exchangeable for capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness Equity Interests of the Company or any Company Subsidiary or (ii) obligating the Company or any Company Subsidiary to issue, acquire or sell any Equity Interests of the Company or any Company Subsidiary. Except for Company Options, Company RSUs, and rights outstanding under the ESPP, since the close of business on December 31, 2011, the Company has not issued any shares of its Subsidiaries having capital stock or other Equity Interests or securities convertible into or exchangeable for capital stock or other Equity Interest of the right Company. (g) Each grant of a Company Option was duly authorized no later than the Grant Date of such Company Option by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes, and the award agreement governing such grant was duly executed and delivered by each party thereto. Each such grant was made in accordance with the terms of the applicable Company Stock Option Plan, the Exchange Act and all other applicable Laws, including the rules of Nasdaq and the rules of the SEC. The per share exercise price of each Company Option was equal to vote the fair market value of a share of Company Common Stock on any matter on which shareholders may vote are issued or outstandingthe applicable Grant Date (as determined in accordance with the terms of the applicable Company Stock Option Plan and Section 409A of the Code), and each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed, as applicable, in the Company SEC Documents in accordance with the Exchange Act and all other applicable Laws.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 120,000,000 shares of Company Common Stock and 200,000,000 5,000,000 shares of preferred stock, no par value $1.00 per share (the “Company Preferred Stock”). As of June 30the close of business on November 28, 20052016, (ai) 164,743,371 48,562,842 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (b) 1,000,000 shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants were issued and outstanding to purchase an aggregate of 2,074,241 (not including shares of Company Common Stock (the “IWO Warrants”held in treasury), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (iii) no shares of Company Common Stock have were held in treasury, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) Company Options with respect to an aggregate of 1,885,432 shares of Company Common Stock were outstanding, (v) Company RSU Awards with respect to an aggregate of 109,649 shares of Company Common Stock were outstanding (including Company RSU Awards that previously vested but receipt of which has been issued other than deferred by the holder) and (vi) Company PSU Awards with respect to an aggregate of 77,731 shares of Company Common Stock were outstanding. As of the close of business on November 28, 2016 (A) an aggregate of 4,889,112 shares of Company Common Stock were reserved and available for issuance pursuant to the exercise Company Stock Plans and (B) an aggregate of 38,241.05 shares of Company Options, Assumed Options or Company Warrants Common Stock were reserved and (ii) no Company Options, Assumed Options or Company Warrants have been issuedavailable for issuance pursuant to the ESPP. Except as set forth abovein this Section 3.2(a) or in Section 3.2(a) of the Company Disclosure Letter, or as expressly permitted by Section 5.1(b)(iii) or Section 5.1(b)(viii) (including as set forth on Section 5.1 of the Company Disclosure Letter or as Parent may otherwise consent in accordance with Section 5.1(b)), there are no and there will not be any outstanding securities, options, warrants, convertible securitiescalls, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rightscommitments, agreements, arrangements derivative contracts, forward sale contracts or commitments (contingent or otherwise) undertakings of any character issued or authorized by kind to which the Company or any Subsidiary relating of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound, obligating the Company or any of its Subsidiaries to the issued issue, deliver or unissued sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or any Subsidiary of its Subsidiaries or obligating the Company or any Subsidiary of its Subsidiaries to issue issue, grant, extend or sell enter into any shares of capital stock ofsuch security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking, or options, warrants, convertible securities, subscriptions or other equity interests in, obligating the Company or any Subsidiary. All shares of its Subsidiaries to make any payment based on or resulting from the value or price of Company Common Stock subject to issuance or of any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking. (b) Except as aforesaidset forth in Section 3.2(b) of the Company Disclosure Letter and except for acquisitions, upon issuance on or deemed acquisitions, of Company Common Stock or other equity securities of the terms Company in connection with (i) the payment of the exercise price of Company Options with Company Common Stock (including in connection with “net” exercises), (ii) tax withholding in connection with the exercise of Company Options or vesting of Company RSU Awards or Company PSU Awards and conditions specified in the instruments pursuant to which they are issuable(iii) forfeitures of Company Options, will be duly authorizedCompany RSU Awards or Company PSU Awards, validly issued, fully paid and nonassessable. There there are no outstanding contractual obligations of the Company or any Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any the capital stock of any of its Subsidiaries. All Company Options, Company RSU Awards and Company PSU Awards were granted under a Company Stock Plan. (c) Except as set forth in Section 3.2(c) of the Company Disclosure Letter, the Company or a Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in of the form of a loan or capital contribution) inCompany owns, any person. The Company owns (either directly or indirectly) beneficially and of record , all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of its Subsidiaries, and does all of such shares and equity interests are duly authorized, validly issued, fully paid and nonassessable and are not own an equity interest subject to any preemptive rights in favor of any other corporation, partnership or entity, Person other than in the SubsidiariesCompany or a direct or indirect wholly owned Subsidiary of the Company. No bonds, debentures, notes or other indebtedness Subsidiary of the Company owns any shares of Company Common Stock. (d) All outstanding shares of Company Common Stock have been, and all shares of Company Common Stock that may be issued under the ESPP or its Subsidiaries having pursuant to the right Company Stock Plans upon the settlement or exercise (as applicable) of Company Options, Company RSU Awards and Company PSU Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and will be fully paid and nonassessable and are not subject to vote preemptive rights. (e) Section 3.2(e) of the Company Disclosure Letter contains a true and complete list of each holder of Company Options, Company RSU Awards and Company PSU Awards as of the close of business on November 28, 2016, including for each such holder, the type of such awards, date of grant, number of shares of Company Common Stock underlying such awards and, with respect to any matter Company Options, exercise price. Each Company Option (i) was granted in all material respects in compliance with all applicable Laws and with all of the terms and conditions of the Company Stock Plan pursuant to which it was issued and (ii) has an exercise price per share of Company Common Stock equal to or greater than the fair market value of a share of Company Common Stock on which shareholders may vote are issued or outstandingthe date of grant.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 350,000,000 shares of Company Common Stock and 200,000,000 shares of preferred stock, no par value (the “Preferred Stock”). As of June 30, 2005, (a) 164,743,371 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (b) 1,000,000 shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 10,000,000 shares of preferred stock, par value $0.001 per share (the “Company Preferred Stock,” and together with Company Common Stock, the “Company Capital Stock”). (b) As of the close of business on June 30, 2015, there were (i) 77,286,242 shares of Company Common Stock are authorized issued and reserved for future issuance outstanding (each, together with a preferred share purchase right (the “Company Rights”) issued pursuant to the exercise of such Company Options, Rights Agreement); (dii) no shares of Company Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 and 350,000 designated as Series A Junior Preferred Stock and reserved for issuance under the Company Rights Agreement; (iii) 76,442,515 shares of Company Common Stock owned by the Company as treasury stock; (the “IWO Warrants”), (fiv) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 2,978,847 shares of Company Common Stock (reserved for issuance pursuant to outstanding awards and rights under the “Founder Warrants” andCompany Stock Plans, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 of which 1,443,930 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 Stock related to outstanding Company Stock Options, all of which are vested and exercisable, 857,832 shares of Company Common Stock related to outstanding Company RSUs and 677,085 shares of Company Common Stock related to outstanding Company PSUs (assuming achievement of the applicable performance metrics at the target level); and (v) 6,066,705 shares of Company Disclosure Letter sets forth a true and complete list, as Common Stock were reserved for issuance in respect of future awards to be granted under the Company Stock Plans. Since the close of business on June 30, 20052015 through the date of this Agreement, of the outstanding no Company Stock Options, Assumed Options Company RSUs or Company PSUs, have been issued or granted and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to in satisfaction of the vesting or exercise of (in each case, in accordance with their respective terms) any Company Stock Options, Assumed Options Company RSUs or Company Warrants PSUs, in each case, that were outstanding as of the close of business on June 30, 2015. Section 3.2(b) of the Company Disclosure Letter sets forth a correct and complete listing of all outstanding Company Stock Options, Company RSUs and Company PSUs as of the close of business on June 30, 2015 setting forth, as applicable, (i) the name of the holder, (ii) the type of award and number of shares of Company Common Stock subject thereto (at target level for performance awards), (iii) the name of the Company Stock Plan under which the award was granted and (iv) the date of grant and vesting terms. No later than five (5) Business Days prior to the anticipated Closing Date, the Company will provide Parent with an updated version of Section 3.2(b) of the Company Disclosure Letter reflecting any changes thereto occurring after June 30, 2015 and will thereafter promptly (and in no Company Options, Assumed Options or Company Warrants have been issuedevent later than the Closing Date) provide to Parent a list of any applicable changes that occur after the date on which such updated list is provided. Except as set forth above, no other Securities of the Company are issued, reserved for issuance or outstanding. All of the issued and outstanding shares of Company Common Stock have been, and any shares of Company Common Stock issued in respect thereof will be, duly authorized and validly issued and are or will be fully paid, nonassessable and free of preemptive rights. (c) Each grant of Company Stock Options was granted in material compliance with all applicable Laws. Each Company Stock Option had, on the date of grant, an exercise price of no less than the fair market value of the shares of Company Common Stock subject to such Company Stock Option. (d) Except as set forth in Section 3.2(b), there are no outstanding securities, options, warrants, convertible securitiescalls, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rightscommitments, agreements, arrangements arrangements, derivative contracts, forward sale contracts or commitments (contingent or otherwise) undertakings of any character issued or authorized by kind to which the Company or any Company Subsidiary relating is a party, or by which the Company or any Company Subsidiary is bound, obligating the Company or any Company Subsidiary to the issued issue, deliver or unissued capital stock sell, or cause to be issued, delivered or sold, additional Securities of the Company or of any Company Subsidiary or obligating the Company or any Company Subsidiary to issue issue, grant, extend or sell enter into any shares of capital stock ofsuch security, option, warrant, call, right, commitment, agreement, arrangement, derivative contract, forward sale contract or undertaking, or options, warrants, convertible securities, subscriptions or other equity interests in, obligating the Company to make any payment based on or resulting from the value or price of the Company Common Stock or of any Subsidiarysuch security, option, warrant, call, right, commitment, agreement, arrangement, derivative contract, forward sale contract or undertaking. All shares Except for acquisitions, or deemed acquisitions, of Company Common Stock subject to issuance as aforesaidor other Securities of the Company in connection with (i) the payment of the exercise price of Company Stock Options (including in connection with “net” exercises), upon issuance on (ii) required Tax withholding in connection with the terms exercise of Company Stock Options and conditions specified in the instruments pursuant to which they are issuablevesting of Company RSUs and Company PSUs and (iii) forfeitures of Company Stock Options, will be duly authorizedCompany RSUs and Company PSUs, validly issued, fully paid and nonassessable. There there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Capital Stock or any capital stock Securities of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment Company Subsidiary. (in the form of a loan or capital contributione) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No There are no bonds, debentures, notes or other indebtedness Indebtedness of the Company or its any of the Company Subsidiaries having the right to vote (or convertible into, or exchangeable for, Securities having the right to vote) on any matter matters on which shareholders stockholders of the Company may vote vote. Other than the Company Voting Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of any Securities of the Company or any Company Subsidiary. (f) The Company is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each Company Subsidiary, free and clear of any Liens and free of any other limitation or restriction (other than transfer and other restrictions under applicable federal and state securities Laws and other than, in the case of Company Subsidiaries that are immaterial to the Company, immaterial Liens). All of such Securities so owned by the Company have been duly authorized, validly issued, and are fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or outstandingsimilar rights). Except for the Securities of the Company Subsidiaries and investments in marketable securities and cash equivalents maintained in the ordinary course of business, the Company does not own, directly or indirectly, any material amount of Securities or other ownership interests in any Person.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 31,000,000 shares, consisting of (i) 25,500,000 shares of Company Common Stock and 200,000,000 (ii) 5,500,000 shares of preferred stock, no par value (the “Series Seed Preferred Stock 5,367,576 of which are issued and outstanding. With respect to such authorized Company Common Stock”). As of June 30, 2005, (a1) 164,743,371 14,703,477 shares of Company Common Stock are issued and outstanding, all of which (2) 1,360,057 shares are validly issued, fully paid and nonassessable and free of preemptive rights, (b) 1,000,000 shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and duly reserved for future issuance pursuant to the exercise Company Options outstanding as of such Company Options, this date of this Agreement and (d3) no shares of Common Stock and no shares of Series Seed Preferred Stock are issued were owned beneficially or of record by the Company. Schedule 4.2(a) sets forth the following information relating to each Stockholder: (i) its name and outstanding, address (eas listed in the corporate record books of the Company) there are 160,000 warrants issued and outstanding to purchase an aggregate (ii) the number and class or series of 2,074,241 shares of Company Common Capital Stock held by such Person and the respective certificate numbers. (the “IWO Warrants”b) Except as set forth on Schedule 4.2(b), (f) there are 11 warrants issued and none of the outstanding to purchase an aggregate of 546,397 shares of Company Common Capital Stock (the “Founder Warrants” andare subject to, together with the IWO Warrantsnor were they issued in violation of, the “Company Warrants”any purchase option, call option, right of first refusal, first offer, co-sale or participation, preemptive right, subscription right or any similar right. Except as set forth in Section 4.2(a), (g) 1,355,000 no shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstandingvoting or non-voting capital stock, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 other equity interests or other voting securities of the Company Disclosure Letter are issued, reserved for issuance or outstanding. All Company Options have been granted under the Company Stock Option Plans. Schedule 4.2(b) sets forth a true and complete list, as list of June 30, 2005, of the all outstanding Company Options, Assumed Options and all other options and rights to purchase Company WarrantsCapital Stock, together with the number of shares of Company Capital Stock subject to such security, the date of grant or issuance, the exercise price and the expiration date of each such options security and warrants. Since June 30, 2005, (i) no the aggregate number of shares of Company Common Capital Stock have been issued other than pursuant subject to such securities and the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issuedvesting schedule thereof. Except as set forth abovein Section 2.6, 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) Company Option shall entitle the holder thereof to receive anything after the Merger in respect of any character issued or authorized by the such Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any 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 SubsidiaryOption. All outstanding shares of Company Common Capital Stock 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 Except for the Company Capital Stock, there are no bonds, debentures, notes, other Indebtedness or any other securities of the Company with voting rights (other than the Company Options, convertible into, or exchangeable for, securities with voting rights) on any matters on which Stockholders may vote. (c) Except as described in Sections 4.2(a) and 4.2(b), there are no outstanding contractual securities, options, warrants, calls, rights, convertible or exchangeable securities or Contracts or obligations of any kind (contingent or otherwise) to which the Company is a party or by which it is bound obligating the Company, directly or indirectly, 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 obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, Contract or obligation. Except as set forth in the Certificate of Incorporation, there are no outstanding obligations of the Company (contingent or any Subsidiary otherwise) to repurchase, redeem or otherwise acquire acquire, directly or indirectly, any shares of Company Common Stock or any capital stock (or options or warrants to acquire any such shares) of the Company. There are no stock-appreciation rights, stock-based performance units, “phantom” stock rights or other Contracts or obligations of any Subsidiary character (contingent or otherwise) pursuant to pay which any dividend Person is or make may be entitled to receive any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes payment or other indebtedness value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or its Subsidiaries having business or assets or calculated in accordance therewith (other than payments or commissions to sales representatives of the right Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby, in each case in the ordinary course of business consistent with past practice) to vote cause the Company to register its securities or which otherwise relate to the registration of any securities of the Company. Except as set forth on Section 4.2(c) of the Schedules, there are no voting trusts, proxies or other Contracts of any matter on character to which shareholders may vote are issued the Company or, to the Knowledge of the Company, any of the Stockholders is a party or outstandingby which any of them is bound with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock or similar interests of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 (i) 150,000,000 shares of Company Common Stock and 200,000,000 (ii) 10,000,000 shares of preferred stock, no par value $0.01 per share (the “Company Preferred Stock”). As of the close of business on June 3019, 2005, 2024 (athe “Capitalization Date”): (A) 164,743,371 52,388,513 shares of Company Common Stock are were issued and outstanding; (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; (D) there were outstanding Company Options to purchase 3,275,893 shares of Company Common Stock; (E) 900,000 shares of Company Common Stock were subject to issuance pursuant to outstanding Company PSUs (assuming all applicable performance conditions with respect to Company PSUs are satisfied at 100%); (F) 869,638 shares of Company Common Stock were 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 (J) 3,600,000 shares of Company Common Stock were subject to issuance pursuant to outstanding Company Warrants. Such issued and outstanding shares of Company Common Stock have been, and all of which are 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 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, (b) 1,000,000 shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, 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) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any 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 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, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or of any Subsidiary kind to repurchaseredeem, redeem purchase or otherwise acquire any shares Equity Interests of the Company, 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. Other than the Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) inStock, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and there are no outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness Indebtedness or securities of the Company or its Subsidiaries having the right to vote (or, other than the outstanding Company Equity Awards and Company Warrants, convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which shareholders stockholders of the Company may vote 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 is a party to any voting agreement with respect to any Equity Interests of any Company Subsidiary. (b) From the close of business on the Capitalization Date to the date of this Agreement, the Company has not issued any shares of Company Common Stock, or any other capital stock or Equity Interests, except upon the exercise of the Company Options or vesting of Company RSUs or Company PSUs, in each case outstanding as of the close of business on the Capitalization Date. 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, no Equity Interests are issued issued, reserved for issuance or outstandingoutstanding and there are no outstanding commitments, agreements, arrangements or undertakings of any kind to which the Company or any of the Company Subsidiaries is a party or by which any of them is bound obligating the Company or any of the Company Subsidiaries to issue, deliver, sell, grant, or enter into, or cause to be issued, delivered, sold, granted, or entered into: (i) any Equity Interests in the Company or any of the Company Subsidiaries, (ii) any security convertible into, or exchangeable or exercisable for any Equity Interests in the Company or any of the Company Subsidiaries, (iii) any option, warrant, call, right, commitment, agreement, arrangement or undertaking to acquire from the Company or any of the Company Subsidiaries any security convertible into, or exchangeable or exercisable for any Equity Interests in the Company or any of the Company Subsidiaries, or (iv) restricted shares, restricted stock units, stock appreciation rights, performance units, contingent value rights, profit participation rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any Equity Interests in the Company or any of the Company Subsidiaries. There are no preemptive, registration or similar rights granted by the Company or any Company Subsidiary to any holders of any class or series of securities of the Company or any Company Subsidiary. (c) Section 3.2(c) of the Company Disclosure Schedules sets forth, as of the Capitalization Date, a list of the holders of (i) Company Equity Awards, including (to the extent applicable) the date on which each such Company Equity Award was granted, the number of shares of Company Common Stock subject to such Company Equity Award, the expiration date of such Company Equity Award and the price at which such Company Equity Award may be exercised (if any) under an applicable Stock Plan or Company Inducement Grant and the vested or unvested status of such Company Equity Award, and (ii) Company Warrants, including (to the extent applicable) the date on which such Company Warrants were granted, the number of shares of Company Common Stock subject to such Company Warrants, the expiration date of such Company Warrants and the price at which such Company Warrants may be exercised (if any), as well as for the Company ESPP, the maximum number of shares of Company Common Stock issuable at the end of the current Offering Period. Other than as set forth in Section 3.2(c) of the Company Disclosure Schedules, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the Company. All shares of Company Common Stock issuable upon exercise of Company Options and Company Warrants and the settlement of Company RSUs or Company PSUs have been duly reserved for issuance by the Company. The Company has delivered or made available to Parent or Parent’s Representatives copies of all Stock Plans and Company Inducement Grants covering the Company Equity Awards outstanding as of the date of this Agreement and the forms of all equity award agreements evidencing such Company Equity Awards.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 (i) 40,000,000 shares of Company Common Stock and 200,000,000 (ii) 5,000,000 shares of preferred stock, no par value $1.00 per share (the “Company Preferred Stock”). As The rights and privileges of June 30, 2005, (a) 164,743,371 shares of the Company Common Stock and the Company Preferred Stock are as set forth in the Company’s Restated Certificate of Incorporation, as filed with the Delaware Secretary on December 30, 1986 (as amended). At the close of business on November 23, 2020 (the “Capitalization Date”), there were (i) 24,522,534 Shares issued and outstanding, all (ii) 3,291,238 Shares issued and held in treasury; (iii) 330,000 Company Restricted Stock Units, each granted under the Company Stock Plans, issued and outstanding, of which none are subject to performance vesting, and (iv) no shares of Company Preferred Stock issued and outstanding or held by the Company in treasury. All outstanding shares of capital stock of the Company have been, and all Shares that may be issued pursuant to any Company Stock Plan will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (or, in the case of shares that have not yet been issued, will be) fully paid and paid, nonassessable and free of preemptive preemptive, anti-dilutive or similar rights, (b) 1,000,000 . No Subsidiary of the Company owns any shares of Company Common Stock are held in the treasury capital stock of the Company. As of the Capitalization Date, (c) 8,729,809 Company Options are outstanding 920,000 Shares were reserved for issuance pursuant to the Company Stock Option PlanPlans. (b) The Company has Made Available to Parent, each as of the Capitalization Date, a complete and correct list of all outstanding Company Restricted Stock Units, including the number of shares of capital stock subject to such option entitling award, the name or employee identification number of the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrantsthereof, the “grant date and vesting schedule. The Company Warrants”), (gstock plans set forth on Section 4.6(b) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, (the “Company Stock Plans”) are the only plans or programs the Company or any of the Company Subsidiaries maintains under which stock options, restricted stock, restricted stock units, stock appreciation rights or other compensatory equity and equity-based awards are outstanding and no awards other than Company Options, Assumed Options and Restricted Stock Units have been granted under the Company Warrants, with the exercise price Stock Plans or otherwise. With respect to each grant of each such options and warrants. Since June 30, 2005a Company Equity Award, (i) no shares each such grant was made in accordance with the terms of the applicable Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants Plan and Applicable Law and (ii) no each such grant was properly accounted for in accordance with GAAP in the Company Options, Assumed Options or Company Warrants have been issued. SEC Documents (including financial statements) and all other Applicable Laws. (c) Except as set forth abovein this Section 4.6 and for changes since the Capitalization Date resulting from the exercise or settlement of Company Equity Awards outstanding on such date, there are no options, warrants, convertible securities, subscriptions, outstanding (i) shares of capital stock appreciation rights, phantom stock plans or stock equivalents or other rightsvoting securities of or ownership interests in the Company, agreements, arrangements or commitments (contingent or otherwiseii) securities of any character issued or authorized by the Company or any Subsidiary relating to the issued Company Subsidiaries convertible into or unissued exchangeable for shares of capital stock or other voting securities or ownership interests of the Company or any Subsidiary of the Company Subsidiaries, (iii) options, warrants, calls or obligating other rights or arrangements to acquire from the Company or any Subsidiary of the Company Subsidiaries, or other obligations or commitments of the Company or any of the Company Subsidiaries to issue or sell issue, any shares of capital stock ofor other voting securities or ownership interests in, or options, warrants, any securities convertible securities, subscriptions into or exchangeable for capital stock or other equity voting securities or ownership interests in, the Company or any Subsidiary. All of the Company Subsidiaries, (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, the Company or any of the Company Subsidiaries (the items in clauses (i)-(iv) being referred to collectively as the “Company Securities”), (v) voting agreements, voting trusts, stockholders’ agreements, proxies or other agreements or understanding to which the Company or any of the Company Subsidiaries is a party with respect to the voting of the capital stock or other equity interest of, restricting the transfer of, or providing for registration rights with respect to, the Company or any of the Company Subsidiaries or (vi) contractual obligations or commitments of any character (whether contingent or otherwise) restricting the transfer of, or requiring the registration for sale of, granting any preemptive or anti-dilution rights with respect to or requiring the repurchase, redemption, disposition or acquisition, or containing any right of first refusal with respect to any shares of capital stock or Indebtedness of the Company Common Stock subject to issuance as aforesaid, upon issuance on or any of the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessableCompany Subsidiaries. There are no outstanding contractual obligations or commitments of any character of the Company or any Subsidiary of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of the Company Common Stock Securities or any of the capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. All Company Restricted Stock Units may, by their terms, be treated in accordance with Section 2.8. No Company Subsidiary owns any Company Securities. (d) Other than the Company Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of the Company or its Subsidiaries having the right to vote on any matter matters on which shareholders stockholders of the Company may vote are issued or outstandingvote.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 (i) 123,000,000 shares of Company Common Stock and 200,000,000 (ii) 10,000,000 shares of preferred stock, no par value $0.001 per share, (the “Company Preferred Stock”). As of June 30the close of business on October 19, 2005, 2015 (the “Capitalization Date”): (a) 164,743,371 71,747,336 shares of Company Common Stock are were issued and outstanding; (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; (d) there were outstanding Company Options to purchase 3,085,692 shares of Company Common Stock; (e) 2,702,801 shares of Company Common Stock were subject to issuance pursuant to outstanding Company RSUs; and (f) 5,611,719 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). Such issued and outstanding shares of Company Common Stock have been, and all of which are 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 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, (b) 1,000,000 shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, 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) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any 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 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, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or of any Subsidiary kind to repurchaseredeem, redeem purchase or otherwise acquire any outstanding shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) inCompany. Other than the Company Common Stock, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and there are no outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness Indebtedness or securities of the Company or its Subsidiaries having the right to vote (or, other than the outstanding Company Equity Awards, convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which shareholders stockholders of the Company may vote 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 which 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. (b) Except as set forth in Section 3.2(a), as of Capitalization Date, (i) no shares of capital stock or other voting securities of the Company are issued issued, reserved for issuance or outstanding, and (ii) there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of the Company Subsidiaries is a party or by which any of them is bound obligating the Company or any of the Company 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 the Company Subsidiaries or obligating the Company or any of the Company Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking.

Capitalization. The As of the date hereof, the authorized capital stock of the Company consists of 800,000,000 (A) 25,000,000 shares of Company Common Stock and 200,000,000 (B) 5,000,000 shares of preferred stock, no par value (the “Company Preferred Stock”), of which 35,700 have been designated as Series A Preferred Stock and 5,000 shares have been designated as Series B Preferred Stock. As of June 30December 23, 20051998, (ai) 164,743,371 5,569,983 shares of Company Common Stock are were issued and outstanding, all (ii) 35,700 shares of which are validly issued, fully paid Series A Preferred Stock were issued and nonassessable and free of preemptive rightsoutstanding, (biii) 1,000,000 5,000 shares of Series B Preferred Stock were issued and outstanding, (iv) no shares of Company Common Stock are or shares of Company Preferred Stock were issued and held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (ivi) no shares of Company Common Stock have been issued other than or Company Preferred Stock were held by Company Subsidiaries, (vii) 4,972,434 shares of Company Common Stock were reserved for future issuance upon conversion of the outstanding shares of Company Preferred Stock, (viii) 849,083 shares of Company Common Stock were reserved for future issuance pursuant to the outstanding Company Options, and (ix) 345,939 shares of Company Common Stock were reserved for future issuance upon exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issuedWarrants. Except as set forth above, 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) No material change in the capitalization of any character issued or authorized by the Company or any Subsidiary relating to has occurred between December 23, 1998 and the issued or unissued date hereof. No other capital stock of the Company is authorized or any Subsidiary or obligating issued. All issued and outstanding shares of the Company or any 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 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, will be duly authorized, validly issued, fully paid and nonassessablenon-assessable. There Except as set forth in the Company Securities Filings (as hereinafter defined) filed prior to the date of this Agreement or as otherwise contemplated by this Agreement, as of the date hereof, there are no outstanding contractual obligations rights, subscriptions, warrants, puts, calls, unsatisfied preemptive rights, options or other agreements of any kind relating to any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of the Company, and there is no authorized or outstanding security of any kind convertible into or exchangeable for any such capital stock or other security. Except as disclosed in the Company Securities Filings filed prior to the date of this Agreement, there are no obligations, contingent or other, of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any the capital stock of any Company Subsidiary or to pay any dividend or make any other distribution in respect thereof provide funds to or make any investment (in the form of a loan loan, capital contribution or capital contributionotherwise) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any such Company Subsidiary or any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote on any matter on which shareholders may vote are issued or outstanding.

Capitalization. The Following the reverse stock split as contemplated by the -------------- Company (based on the number of shares outstanding on September 24, 1999), the authorized capital stock of the Company consists of 800,000,000 shares of Company Common Stock and 200,000,000 shares of preferred stock, no par value (the “Preferred Stock”). As of June 30, 2005, will be (a) 164,743,371 50,000,000 shares of Company Common Stock are issued and of which approximately 2,872,262 shares will be outstanding, all of which are validly issued, fully paid and nonassessable nonassessable; and free of preemptive rights, (b) 1,000,000 5,000,000 shares of Company Common Preferred Stock, $.01 par value, of which 2,000 shares have been designated Series A Convertible Preferred Stock and of which 2,057 shares are held in the treasury outstanding, 3,000 shares have been designated Series B Senior Convertible Preferred Stock and of the Companywhich 3,000 shares are outstanding, 300,000 shares have been designated Series C Convertible Preferred Stock and of which 215,799 shares are outstanding, 6,500 shares have been designated Series D Convertible Preferred Stock and of which 3,964 shares are outstanding, 900,000 shares have been designated Series E Convertible Preferred Stock (c"Series E Preferred Stock") 8,729,809 Company Options of which 833,333 are outstanding and of which 6,500 shares will be designated as Series F Convertible Preferred Stock of which 3,142 shares will be issued pursuant to this Agreement and the Exchange Agreement of even date herewith by and among the company and Xxxxxx Group, LLC, a Texas limited liability company. As of September 24, 1999, the Company Stock Option Planhad outstanding options, each such option entitling the holder thereof to purchase one share of Company warrants and similar rights, including preferred stock convertible into Common Stock, and 8,729,809 entitling the holders to purchase or acquire 25,324,269 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other Other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth abovein the preceding sentence, there are no the Company does not have outstanding any material amount of securities (or obligation to issue any such securities) convertible into, exchangeable for or otherwise entitling the holders thereof to acquire shares of Common Stock. The Company has duly reserved from its authorized and unissued shares of Common Stock the full number of shares required for (a) all options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or securities and other rights, agreements, arrangements or commitments rights to acquire shares of Common Stock which are outstanding and (contingent or otherwiseb) all shares of any character Common Stock and options and other rights to acquire shares of Common Stock which may be issued or authorized granted under the stock option and similar plans which have been adopted by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any 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 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, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, its Subsidiaries other than in the Subsidiaries. No bondsthose shares required for full conversion of Series A Convertible Preferred Stock, debenturesSeries D Convertible Preferred Stock, notes or other indebtedness of the Company or its Subsidiaries having the right to vote on any matter on which shareholders may vote are issued or outstandingSeries E Junior Preferred Stock and Series F Convertible Preferred Stock.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 (i) 200,000,000 shares of Company common stock, par value $0.001 per share (the "Common Stock Stock"), and 200,000,000 (ii) 15,000,000 shares of preferred stock, no par value $0.001 per share (the “"Preferred Stock”"). As of June 30July 16, 20052007, (aA) 164,743,371 105,811,082 shares of Company Common Stock are were issued and outstanding, all (B) no shares of Preferred Stock were issued and outstanding, (C) 121,587 shares of Common Stock were issued and held in the treasury of the Company or otherwise owned by the Company, (D) 35,072,169 shares of Common Stock were reserved for issuance pursuant to the Company Stock Plans of which are 24,618,041 shares of Common Stock were subject to issuance pursuant to the exercise of outstanding Company Options, and (E) 5,093,963 shares of Common Stock were reserved for issuance pursuant to the ESPP. All of the outstanding shares of the Company's capital stock are, and all Shares which may be issued pursuant to the exercise of outstanding Company Options 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 rights, (b) 1,000,000 shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Shares pursuant to Company Options are outstanding pursuant to and the issuance of Shares under the ESPP, since July 16, 2007, the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no has not issued any Shares or designated or issued any shares of Preferred Stock Stock. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any Company Subsidiary issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of Except for the Company Disclosure Letter sets forth a true Options described in the first sentence of Section 3.2(b) and complete list, as of June 30, 2005, of Shares issuable under the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth aboveESPP, there are no (x) options, warrants, convertible securitiescalls, subscriptions, stock appreciation pre-emptive rights, phantom stock plans or stock equivalents subscriptions or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by the Company or kind, including any Subsidiary stockholder rights plan, 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 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 issue grant, extend or sell enter into any shares of capital stock ofsuch option, or optionswarrant, warrantscall, convertible securities, subscriptions subscription or other equity interests inright, the Company agreement, arrangement or any Subsidiary. All shares of Company Common Stock subject to issuance as aforesaidcommitment (collectively, 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 "Equity Interests") or (y) outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock Shares or any capital stock of of, or other Equity Interests in, the Company or any Company Subsidiary or to pay any dividend or make any other distribution in respect thereof or provide funds to make any investment (in the form of a loan loan, capital contribution or capital contributionotherwise) inin the Company or any Company Subsidiary. No Company Subsidiary owns any Shares. (b) As of July 16, any person2007, the Company had outstanding Company Options to purchase 24,618,041 shares of Common Stock and 314,600 shares of Restricted Stock were outstanding and granted under Company Stock Plans. The All of such Company owns (either directly or indirectly) beneficially Options and of record all Restricted Stock have been granted to service providers of the issued Company and the Company Subsidiaries in the ordinary course of business pursuant to the Company Stock Plans. Section 3.2(b) of the Company Disclosure Schedule sets forth a listing of all outstanding Company Options and shares of Restricted Stock as of July 16, 2007 and (i) the date of their grant and the portion of which is vested as of July 16, 2007 and if applicable, the exercise price therefor, (ii) the date upon which each Company Option would normally be expected to expire absent termination of employment or other acceleration, and (iii) whether or not such Company Option is intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Code. (c) There are no voting trusts or other agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the Company's Common Stock or any capital stock of each Subsidiary and does not own an of, or other equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or any of the Company Subsidiaries. Neither the Company nor any Company Subsidiary has granted any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to its Subsidiaries having the right to vote on any matter on which shareholders may vote shares of capital stock that are issued or outstandingin effect.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 (i) 500,000,000 Shares and (ii) 10,000,000 shares of Company Common Stock and 200,000,000 shares of preferred stockPreferred Stock, no par value $0.001 per share (the “Preferred Stock”). As At the close of June 30business on October 21, 20052016, (athe “Measurement Date”) 164,743,371 shares of Company Common Stock are (w) 16,131,648 Shares were issued and outstanding, all of which are validly issued, fully paid outstanding and nonassessable and free of preemptive rights, (b) 1,000,000 shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are were issued and outstanding, (ex) there are 160,000 warrants issued 2,000 Shares were held in the Company’s treasury and outstanding to purchase an aggregate of 2,074,241 no shares of Company Common Preferred Stock (were held in the “IWO Warrants”)Company’s treasury, (fy) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of 308,666 Restricted Stock are Shares were issued and outstanding and (hz) 1,812,052 Assumed 2,414,000 Shares were reserved for issuance under Company Stock Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. or change in control agreements set forth on Section 3.2 4.2(a) of the Company Disclosure Letter Schedule (“Change in Control Agreements”). Section 4.2(a) of the Company Disclosure Schedule sets forth a true complete and complete listaccurate list of each Company Stock Option and Restricted Share award, including the award recipient, grant date, exercise price (if applicable) and vesting schedule. All of the issued and outstanding Shares have been duly authorized and validly issued and are fully paid, non-assessable and free of any preemptive rights. As of the date of this Agreement, except as provided herein, there are no outstanding subscriptions, options, warrants, calls, commitments, stock appreciation rights or similar derivative securities, or agreements of any character calling for the purchase or issuance of any security of the Company to which the Company or any Company Subsidiary is a party, including any securities representing the right to purchase or otherwise receive any shares of capital stock. Each holder of an outstanding Company Stock Option or Restricted Share award has executed and delivered to Parent an Option/Restricted Stock Cancellation Acknowledgement and Agreement in substantially the form set forth on Exhibit C to this Agreement. (b) Section 4.2(b) of the Company Disclosure Schedule sets forth, as of June 30the date of this Agreement, 2005, of the outstanding each Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issuedSubsidiary. Except as set forth above, 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 otherwisein Section 4.2(b) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company Disclosure Schedule, the Company does not directly or indirectly own any other equity or similar interest in, or any Subsidiary interest convertible into or obligating exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, other than indirect equity and similar interests held for investment which are not, individually or in the aggregate, material to the Company. The Company owns, directly or any Subsidiary to issue or sell any indirectly, all of the issued and outstanding shares of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, each of the Company Subsidiaries, free and clear of any Liens, except for (i) Liens imposed under federal or state securities Laws, or (ii) Liens arising under the Company Credit Agreement (or any Subsidiaryreplacement thereof). All such shares of capital stock or other equity interests are duly authorized and validly issued and are fully paid, non-assessable and free of any preemptive rights. Neither the Company Common Stock subject nor any of the Company Subsidiaries has any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any security of any of the Company Subsidiaries, including any securities representing the right to issuance as aforesaidpurchase or otherwise receive any shares of capital stock or other equity securities of any of the Company Subsidiaries, upon issuance on other than with respect to Liens arising under the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessableCompany Credit Agreement (or any replacement thereof). There are no outstanding contractual obligations restrictions on the Company with respect to voting the stock of any Company Subsidiary. There are no obligations, contingent or otherwise, of the Company or any Subsidiary of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness securities of the Company or its Subsidiaries having any of the right Company Subsidiaries. Except as set forth in Section 4.2(b) of the Company Disclosure Schedule (i) with respect to vote on all stockholders other than those who will be a party to the Tender and Support Agreement, to which the Company has Knowledge, and (ii) with respect to any matter on which shareholders may vote stockholder who will be a party to the Tender and Support Agreement, there are issued no voting trusts, proxies, stockholder agreements or outstandingsimilar agreements or understandings with respect to the voting of any equity securities of the Company or any of the Company Subsidiaries. (c) The Company has sufficient authorized Shares to issue the Top-Up Shares to Purchaser if Purchaser exercises the Top-Up Option.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 shares (i) 4,200,000,000 Shares, of Company Common Stock and 200,000,000 shares which as of preferred stockthe close of business on September 16, no par value (the “Preferred Stock”). As of June 30, 20052014, (aA) 164,743,371 shares of Company Common Stock are 73,149,359 Shares were issued and outstanding, all of which are validly issued, fully paid outstanding and nonassessable (B) none were issued and free of preemptive rights, (b) 1,000,000 shares of Company Common Stock are held in the treasury of the Company, Company and (cii) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 1,000,000 shares of Company Common Stock are authorized and reserved for future issuance pursuant to Preferred Stock, of which on the exercise of such Company Options, (d) no shares of Preferred Stock date hereof none are issued and outstanding. Since September 16, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”)2014, (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 no Equity Securities of the Company Disclosure Letter sets forth a true and complete listhave been issued by the Company, as except Shares issued upon exercise of June 30, 2005, of the outstanding Company OptionsStock Options or Company Restricted Shares. (b) As of September 16, Assumed Options and 2014, there were (i) outstanding Company Warrants, Warrants permitting the holders thereof to purchase 1,116 Shares with the an average weighted per share exercise price of each such options and warrants. Since June 30$675, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no outstanding Company Options, Assumed Stock Options or permitting the holders thereof to purchase 201,116 Shares and (iii) 3,693,817 Shares reserved in respect of the Company Warrants have been issuedStock Plans. Except as set forth above, 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 otherwisein Section 4.3(b) of any character issued or authorized by the Company or any Subsidiary relating to Company’s Disclosure Letter, each of the issued or unissued capital stock outstanding Equity Securities of the Company or any Subsidiary or obligating is, and each such Equity Security issuable upon the Company or any 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 Subsidiary. All shares exercise of Company Common Stock subject to issuance as aforesaidOptions will be, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuablewhen issued, will be duly authorized, validly issued, fully paid and nonassessable, and has not been, or will not be, issued in violation of (nor are any of the authorized Equity Securities of the Company subject to) any pre-emptive or similar rights. There Except as set forth in Section 4.3(a) above, this Section 4.3(b) or in Section 4.3(b) of the Company’s Disclosure Letter, no Equity Securities of the Company are reserved for issuance. Except as set forth in this Section 4.3(b) or in Section 4.3(b) of the Company’s Disclosure Letter, there are no (i) outstanding contractual obligations securities, options or warrants, agreements or commitments of any character to which the Company or any of its Subsidiaries is a party relating to the Equity Securities of the Company or any Subsidiary of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, issue, deliver or sell, or cause to be granted, issued, delivered or sold, any Equity Securities of the Company or any of its Subsidiaries or (ii) stock appreciation rights or similar derivative securities or rights of the Company or any of its Subsidiaries or any obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Equity Securities of the Company or any of its Subsidiaries, except for the Shares provided for in the Company’s Incentive Plan. Except as set forth in Section 4.3(b) of the Company’s Disclosure Letter, there are no obligations, contingent or otherwise, of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares Equity Securities of the Company Common Stock or any capital stock of its Subsidiaries. Except as described in Section 4.3(b) of the Company’s Disclosure Letter, none of the Company nor any of its Subsidiaries directly or indirectly owns, has agreed to purchase or otherwise acquire or holds any interest convertible into or exchangeable or exercisable for, any Equity Securities of any Subsidiary or to pay any dividend or make any Person (other distribution than the Subsidiaries of the Company). (c) Except as set forth in respect thereof or make any investment (in Section 4.3(c) of the form of a loan or capital contribution) inCompany’s Disclosure Letter, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock shares of Equity Securities of each Subsidiary of the Company, (i) have been duly authorized and does are validly issued, and, with respect to capital stock, are fully paid and nonassessable, and were not own an equity interest issued in violation of any other corporationpre-emptive or similar rights and (ii) are owned by the Company or one of its Subsidiaries free and clear of all Liens except for (x) Liens imposed under federal or state securities Laws, partnership (y) Liens arising under the Company Credit Agreements (or entityany replacements thereof) or Senior Notes and (z) Liens that would not be reasonably expected to have a Company Material Adverse Effect. (d) Except as set forth in Section 4.3(d) of the Company’s Disclosure Letter, other than there are no voting trusts, proxies or similar agreements or understandings to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound with respect to the voting of any Equity Securities of the Company or any of its Subsidiaries. (e) Except for Company Stock Options and as set forth in Section 4.3(e) of the Subsidiaries. No Company’s Disclosure Letter, neither the Company nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other indebtedness obligations the holder of which has the Company right to vote or its Subsidiaries which are convertible into, or exchangeable for, securities having the right to vote with the stockholders of the Company on any matter on which shareholders may vote are issued or outstandingmatter.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 (i) 100,000,000 shares of common stock, no par value, of the Company (the “Company Common Stock Stock”) and 200,000,000 (ii) 10,000,000 shares of preferred stock, no par value $0.01 per share (the “Company Preferred Stock”). As of June 30September 24, 20052009, (aA) 164,743,371 10,182,842 shares of Company Common Stock are were issued and outstanding, all (B) no shares of which are validly issued, fully paid Company Preferred Stock were issued and nonassessable and free of preemptive rightsoutstanding, (bC) 1,000,000 93,559 shares of Company Common Stock are were issued and held in the treasury of the Company or otherwise owned by the Company, (cD) 8,729,809 1,750,000 shares of Company Options are outstanding Common Stock were reserved for issuance pursuant to the Company Stock Option PlanPlans, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 which 461,691 shares of Company Common Stock are authorized and remain reserved for future grant and (E) 955,074 shares of Company Common Stock reserved for issuance upon exercise of the Company Warrants. All of the outstanding shares of the Company’s capital stock are, and all Shares which may be issued pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company WarrantsWarrants will be, when issued in accordance with the exercise price terms thereof, duly authorized, validly issued, fully paid, non-assessable and free of each such options and warrantspreemptive rights. Since June 30, 2005As of the date of this Agreement, (i) no shares of Company Common Preferred Stock have been are issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and outstanding and (ii) no Company Options), Assumed Options or Company Warrants have been issued. Except as set forth aboveother than 13,528 phantom stock awards granted to directors of the Company, there are no options, warrants, convertible securities, subscriptions, outstanding or authorized stock appreciation rights, phantom stock plans or stock equivalents awards or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized rights granted by the Company or its Subsidiaries that are linked in any Subsidiary way to the Company Common Stock or the value of the Company or any part thereof. (b) Section 3.3(b) of the Company Disclosure Schedule sets forth, as of the close of business on September 23, 2009, each outstanding Company Option, Company Warrant, Equity Interest or other right to subscribe for, purchase or acquire from the Company any capital stock of the Company or rights that are linked in any way to capital stock of the Company granted by the Company or its Subsidiaries, including any stock appreciation rights or phantom stock awards, and with respect to each outstanding Company Option, the name of the holder thereof and the date of grant and exercise price thereof. Each grant of Company Options was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents; such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company, the Exchange Act and all other applicable Laws, including the Nasdaq Marketplace Rules; and the per share exercise price of such grant was equal to or greater than the fair market value (within the meaning of Section 422 of the Code, in the case of each Company Option intended to qualify as an “incentive stock option”, and within the meaning of Section 409A of the Code, in the case of each other Company Option) of a share of Company Common Stock on the applicable Grant Date. All Company Warrants have been granted pursuant to the warrant agreements identified on Section 3.3(b) of the Company Disclosure Schedule, true and complete copies of which have been provided to Parent prior to the date hereof. (c) There are no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders of the Company may vote (or convertible into securities having such rights) (“Voting Debt”) of the Company issued and outstanding. Except for the Company Options, Restricted Stock and the Company Warrants, there are no Equity Interests, including any right, agreement or commitment, relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock of, or options, warrants, convertible securities, subscriptions Voting Debt or other equity interests in, obligating the Company to grant, extend or enter into any Subsidiary. All shares of option, warrant, call, subscription, equity or equity-based compensation awards, whether granted under a 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, will be duly authorized, validly issued, fully paid and nonassessable. Plan or otherwise. (d) There are no outstanding contractual obligations of the Company or any Company Subsidiary to (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the repurchase, redeem redemption or otherwise acquire disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any shares of Company Common Stock or other Equity Interests in the Company or any capital stock Company Subsidiary, nor does the Company have knowledge of any Subsidiary third-party agreements or understandings with respect to pay the voting of any dividend such shares or make which restrict the transfer of any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entitysuch shares, other than any Support Agreements that may have been executed in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote on any matter on which shareholders may vote are issued or outstandingaccordance herewith.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 1,000,000,000 shares of Company Common Stock and 200,000,000 100,000,000 shares of preferred stockPreferred Stock, no par value $0.01 per share (the “Company Preferred Stock”). As of June 30February 27, 20052024 (the “Capitalization Date”), (ai) 164,743,371 (A) 93,148,744 shares of Company Common Stock are were issued and outstanding, all of which 3,749,961 shares are subject to Company Restricted Stock Awards, (B) 7,270,845 shares of Company Common Stock were held in the Company’s treasury, (C) Company Options covering 12,795,715 shares of Company Common Stock were outstanding, with a weighted average exercise price per share of $13.81, and (D) Company RSU Awards covering 113,951 shares of Company Common Stock were outstanding; (ii) 14,062,040 shares of Company Common Stock were reserved for issuance pursuant to the Company Equity Plans; (iii) 4,692,961 shares of Company Common Stock were reserved for issuance pursuant to the Company ESPP; and (iv) no shares of Company Preferred Stock were issued or outstanding. No shares of capital stock of the Company are held by any of the Company Subsidiaries. All the outstanding shares of Company Common Stock are, and all shares of Company Common Stock reserved for issuance as described above shall be, if issued in accordance with the respective terms thereof (to the extent permitted by this Agreement), duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, . (b) 1,000,000 Except as set forth in Section 4.2(a) and other than (i) the shares of Company Common Stock are held that have become outstanding after the Capitalization Date and prior to the date hereof that were reserved for issuance as set forth in Section 4.2(a)(ii) and issued in accordance with the treasury terms of the Company, (c) 8,729,809 applicable Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options Equity Plan and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants Equity Award and (ii) no with respect to any wholly-owned Company OptionsSubsidiary, Assumed Options any rights solely in favor of another wholly-owned Company Subsidiary, in each case as of the date hereof: (A) the Company does not have any shares of capital stock or Company Warrants have been issued. Except as set forth above, other equity interests issued or outstanding and (B) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securitiessecurities or other similar rights, subscriptionsagreements or commitments or any other Contract to which the Company or any Company Subsidiary is a party or is otherwise bound obligating the Company or any Company Subsidiary to (1) issue, transfer or sell, or make any payment with respect to, any shares of capital stock or other equity interests of the Company or securities convertible into, exchangeable for or exercisable for, or that correspond to or with a value that is linked to (including any “phantom” stock, “phantom” stock rights, stock appreciation rights, phantom stock plans stock-based units or stock equivalents any other similar interests), such shares or equity interests, (2) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other rightssimilar right, agreements, arrangements agreement or commitments (contingent or otherwise) of any character issued or authorized by the Company or any Subsidiary relating commitment with respect to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any 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 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, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or securities convertible into, exchangeable for or exercisable for, or that correspond to or with a value that is linked to (including any Subsidiary to repurchase“phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based units or any other similar interests), such shares or equity interests, or (3) redeem or otherwise acquire any shares of capital stock or other equity interests of the Company. Except as set forth in Section 4.2(b) of the Company Common Stock Disclosure Letter, there are no outstanding obligations of the Company (v) restricting the transfer of, (w) affecting the voting rights of, (x) requiring the repurchase, redemption or disposition of, or containing any right of first refusal, right of first offer or similar right with respect to, (y) requiring the registration for sale of or (z) granting any preemptive or anti-dilutive rights with respect to, any shares of capital stock or other equity interests of the Company. Except as set forth in Section 4.2(c) of the Company Disclosure Letter, there are no outstanding obligations of the Company or any Company Subsidiary (I) restricting the transfer of, (II) affecting the voting rights of, (III) requiring the repurchase, redemption or disposition of, or containing any right of first refusal, right of first offer or similar right with respect to, or (IV) granting any preemptive or anti-dilutive rights with respect to, any shares of capital stock or other equity interests of the Company. (c) Neither the Company nor any Company Subsidiary has outstanding bonds, debentures, notes or other similar 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 Company Stockholders on any matter. (d) Other than the Support Agreement, there are no voting trusts or other agreements, commitments or understandings to which the Company or any Company Subsidiary (or to pay any dividend the Company’s Knowledge as of the date hereof, a Company Stockholder) is a party with respect to the voting of the capital stock or make other equity interests of the Company. There are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments or any other distribution in respect thereof Contract to which the Company or any Company Subsidiary is a party or is otherwise bound obligating the Company or any Company Subsidiary to provide any amount of funds to, or make any investment (in the form of a loan loan, capital contribution or capital contributionotherwise) in, any person. The Company owns (either directly Subsidiary that is not wholly-owned or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote on any matter on which shareholders may vote are issued or outstandingPerson.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 50,000,000 shares of Company Common Stock and 200,000,000 5,000,000 shares of preferred stock, no par value $.01 per share (the “"Company Preferred Stock”"), of which 150,000 shares of Company Preferred Stock have been designated as Series A Preferred Stock. As of June 30, 2005the close of business on the date one business day prior to the date hereof, (ai) 164,743,371 19,693,629 shares of Company Common Stock are were issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (bii) 1,000,000 no shares of Company Common Stock are were held in the treasury of the Company, (iii) no shares of Series A Preferred Stock were issued and outstanding, (iv) no other shares of Company Preferred Stock were issued or outstanding, (v) 7,088,823 shares of Company Common Stock were reserved for issuance under the Company's employee stock option plans and the option agreements listed in Section 4.3(a) of the Company Disclosure Schedule in the amounts stated in such section and (vi) there were no bonds, debentures, notes or other evidences of indebtedness issued or outstanding having the right to vote on any matters on which the Company's stockholders may vote ("Voting Debt"). (b) All the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable free of all preemptive or similar rights and were issued in accordance with the registration or qualification requirements of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefrom. (c) 8,729,809 Company Options are outstanding pursuant to Except for the Warrants and the Company Stock Option PlanOptions, each such option entitling which are listed on Sections 2.3(b)(i)(A) and 2.3(b)(i)(B) of the holder thereof Company Disclosure Schedule, there are no warrants, options, subscriptions, calls, rights, commitments, convertible securities or any other agreements of any character to purchase one share or by which the Company or any of its Subsidiaries is a party or is bound which, directly or indirectly, obligate the Company or any of its Subsidiaries to issue, deliver or sell or cause to be issued, delivered or sold any additional shares of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstandingor any other capital stock, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 equity interest or Voting Debt of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, or any Subsidiary of the outstanding Company OptionsCompany, Assumed Options and Company Warrantsany securities convertible into, with or exercisable or exchangeable for, or evidencing the exercise price of each right to subscribe for any such options and warrants. Since June 30shares, 2005interests or Voting Debt, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Optionsor any phantom shares, Assumed Options phantom equity interests or Company Warrants and (ii) no Company Options, Assumed Options stock or Company Warrants have been issued. Except as set forth above, there are no options, warrants, convertible securities, subscriptions, stock equity appreciation rights, phantom stock plans or stock equivalents obligating the Company or other rightsany of its Subsidiaries to grant, agreementsextend or enter into any such subscription, arrangements option, warrant, call or commitments right (collectively, "Convertible Securities"). Neither the Company nor any Subsidiary thereof is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock. (d) Except as disclosed in Section 4.3(d) of the Company Disclosure Schedule, there are not, and immediately after the Effective Time, there will not be, any outstanding or authorized subscriptions, options, warrants, calls, rights, commitments or other agreements of any character issued to or authorized by which the Company or any of its Subsidiaries is a party or is bound that, directly or indirectly, (i) call for or relate to the sale, pledge, transfer or other disposition by the Company or any Subsidiary relating of the Company of any shares of capital stock, any partnership or other equity interests or any Voting Debt of any Subsidiary of the Company, or (ii) relate to the issued voting or unissued control of such capital stock, partnership or other equity interests or Voting Debt. (e) (i) no stockholder of the Company is entitled to any preemptive or similar rights to subscribe for shares of capital stock of the Company, (ii) the Company has not agreed to register any of its securities under the Securities Act (other than pursuant to the registration rights agreement listed in Section 4.3(e) of the Company Disclosure Schedule) and (iii) there are no existing voting trusts or similar agreements to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any Subsidiary or obligating of its Subsidiaries. (f) No party (except the Company or any Subsidiary Company) 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 Subsidiary. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified registration rights agreements listed 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 Section 4.3(e) of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution Disclosure Schedule (excluding those registration rights agreements that are mentioned in respect thereof or make any investment (in the form of a loan or capital contributionSection 8.2(g) in, any person. The Company owns (either directly or indirectlyhereof) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own is an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness "affiliate" of the Company or its Subsidiaries having for purposes of Rule 145 under the right to vote on any matter on which shareholders may vote are issued or outstandingSecurities Act.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 (i) 150,000,000 shares of Company Common Stock and 200,000,000 (ii) 5,000,000 shares of preferred stock, no par value $0.001 per share (the “Company Preferred Stock”). As The rights and privileges of June 30, 2005, (a) 164,743,371 shares of the Company Common Stock and the Company Preferred Stock are as set forth in the Company’s Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on May 14, 2014. At the close of business on October 9, 2018, (i) 36,517,802 Shares were issued and outstanding, all of which no Shares are subject to any rights or restrictions, including rights of the Company to repurchase upon termination of employment, (ii) no Shares were held by the Company in its treasury, (iii) Company Stock Options representing the right to purchase (subject to the terms thereof) an aggregate of 4,113,793 Shares, were issued and outstanding, (iv) Company Restricted Stock Units with respect to an aggregate of 165,934 Shares were issued and outstanding and (v) no shares of Company Preferred Stock were issued and outstanding or held by the Company in treasury. All outstanding shares of capital stock of the Company have been, and all Shares that may be issued pursuant to any Company Stock Plan and Company Warrants will be, when issued in accordance, in all material respects, with the respective terms thereof, duly authorized and validly issued and are (or, in the case of shares that have not yet been issued, will be) fully paid and paid, nonassessable and free of preemptive or similar rights. As of the close of business on October 9, 2018, (bi) 1,000,000 an aggregate number of 1,843,385 Shares were reserved for issuance pursuant to Company Equity Awards not yet granted under the Company Stock Plans, (ii) an aggregate number of 919,325 Shares were reserved for issuance under the Company ESPP and (iii) 382,380 Shares were subject to issuance pursuant to the Company Warrants. (i) Section 4.06(b)(i) of the Company Disclosure Schedules sets forth, as of the close of business on October 9, 2018, a complete and correct list of (A) the number of Shares subject to outstanding Company Stock Options and Company Restricted Stock Units, (B) all outstanding Company Stock Options, including the number of shares of capital stock subject to such award, the name or employee identification number of the holder thereof, the grant date, the vesting schedule, the expiration date thereof, and the exercise or purchase price per share and (C) all outstanding Company Common Restricted Stock Units, including the number of shares subject to such award, the name or employee identification number of the holder, the vesting schedule and the grant date. The Company stock plans set forth on Section 4.06(b)(i) of the Company Disclosure Schedules (the “Company Stock Plans”) are held the only plans or programs the Company maintains under which stock options, restricted stock, restricted stock units, stock appreciation rights or other compensatory equity and equity-based awards are outstanding and no awards other than Company Stock Options and Company Restricted Stock Units have been granted under the Company Stock Plans or otherwise. With respect to each grant of a Company Equity Award, in all material respects, each such grant was made in accordance with the terms of the applicable Company Stock Plan and Applicable Law (including the rules of Nasdaq or any other applicable stock exchange and the terms of any applicable securities listing agreement) and each Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share on the date of the grant. The Company has Made Available to Parent complete and accurate copies of all Company Stock Plans and forms of award agreements evidencing any awards granted thereunder. (ii) Section 4.06(b)(ii) of the Company Disclosure Schedules sets forth, as of the close of business on October 9, 2018, a complete and correct list of the following, on a holder-by-holder basis, for each outstanding Company Warrant: (A) the name of the holder of the Company Warrant, (B) the number of Shares subject to the Company Warrant. (C) the date of issuance of the Company Warrant, (D) the exercise price of the Company Warrant and (E) the expiration date of the Company Warrant. The Company has provided to Parent complete and accurate copies of all Company Warrants. (c) Except as set forth in this Section 4.06 and for changes since October 9, 2018 resulting from the exercise or settlement of Company Equity Awards outstanding on such date and set forth on Section 4.06(b) of the Company Disclosure Schedules, there are no outstanding (i) shares of capital stock or other voting securities of or ownership interests in the treasury Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests of the Company, (ciii) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, there are no options, warrants, calls or other rights or arrangements to acquire from the Company, or other obligations or commitments of the Company to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible securitiesinto or exchangeable for capital stock or other voting securities or ownership interests in, subscriptionsthe Company, (iv) restricted shares, restricted stock units, stock appreciation rights, phantom performance shares, contingent value rights, “phantom” stock plans or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock equivalents of, or other rightsvoting securities or ownership interests in, agreementsthe Company (the items in clauses (i)—(iv) being referred to collectively as the “Company Securities”), arrangements (v) voting trusts, proxies or commitments (contingent other similar agreements or otherwise) understandings to which Company is a party or by which the Company is bound with respect to the voting of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued shares of capital stock of the Company or (vi) contractual obligations or commitments of any Subsidiary character (whether contingent or obligating otherwise) restricting the Company transfer of, or requiring the registration for sale of, granting any Subsidiary preemptive or anti-dilution rights with respect to issue or sell requiring the repurchase, redemption, disposition or acquisition, or containing any right of first refusal with respect to any shares of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, Indebtedness of the Company or any 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, will be duly authorized, validly issued, fully paid and nonassessableCompany. There are no outstanding contractual obligations or commitments of any character of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of the Company Common Securities. All Company Stock Options and Company Restricted Stock Units may, by their terms, be treated in accordance with Section 2.08. (d) Since September 30, 2015, the Company has not declared or paid any dividend, or declared or made any distribution on, or authorized the creation or issuance of, or issued, or authorized or effected any split-up or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) inrecapitalization of, any person. The Company owns (either of its capital stock, or directly or indirectly) beneficially and indirectly redeemed, purchased or otherwise acquired any of record all of the issued and its outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entitystock, other than in as a result of any cashless exercise of any Company Stock Option or the Subsidiarieswithholding of Shares to satisfy applicable tax withholding obligations on the vesting and settlement of Company Restricted Stock Units. No Other than the Company Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of the Company or its Subsidiaries having the right to vote (or, other than the outstanding Company Stock Options and Company Restricted Stock Units, convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which shareholders stockholders of the Company may vote are issued or outstandingvote.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 50,000,000 shares of Company Common Stock and 200,000,000 5,000,000 shares of preferred stock, no par value $0.001 per share (the “"PREFERRED STOCK") of which 570,000 shares have been designated Series A Junior Participating Preferred Stock”). As of June 30December 31, 20051999, (ai) 164,743,371 5,042,350 shares of Company Common Stock are issued and were outstanding, all of which are were validly issued, fully paid and nonassessable and free of not subject to preemptive rights, ; (bii) 1,000,000 no shares of Company Preferred Stock were issued and outstanding; (iii) no shares of Common Stock are and no shares of Preferred Stock were held in the treasury of the Company, ; (civ) 8,729,809 Company Options are 800,000 shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options granted pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 ; (v) 317,319 shares of Company Common Stock are authorized and were reserved for future issuance pursuant to upon the exercise of such Company Options, outstanding warrants; (dvi) 570,000 shares of Series A Junior Participating Preferred Stock were reserved for issuance upon exercise of the rights associated with the Common Stock; (vii) no Company Subsidiary owned any shares of Preferred Stock are issued the Company's capital stock; and outstanding, (eviii) there are 160,000 warrants issued and outstanding to purchase an aggregate were no securities of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 any subsidiary of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, or any other Person outstanding which are convertible into or exercisable or exchangeable for capital stock of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issuedCompany. Except as set forth above, no shares of capital stock or other voting securities of the Company have been issued, are reserved for issuance or are outstanding. (b) Except as otherwise disclosed in Section 3.02 of the Company Disclosure Schedule, there are no existing rights, options, warrants, convertible securitiescalls, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents convertible securities or other rightssecurities, agreements, arrangements commitments, or commitments (contingent or otherwise) of any character issued or authorized by obligations which would require the Company or any Subsidiary relating of its subsidiaries to the issued issue or unissued capital stock sell 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 or debt securities of the Company or any Subsidiary or obligating of its subsidiaries. Except as disclosed in Section 3.02 of the Company or any Subsidiary to issue or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests inDisclosure Schedule, the Company has no commitments or any 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, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote on any matter on which shareholders may vote are issued or outstanding.to

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 (i) 635,000,000 shares of Company Stock, of which 500,000,000 shares are designated as Class A Common Stock and 200,000,000 135,000,000 shares are designated as Class B Common Stock and (ii) 25,000,000 shares of preferred stock, no par value (the “Preferred Stock”). As of June 30the close of business on February 12, 20052016, there were (ai) 164,743,371 148,375,659 shares of Company Common Stock are issued and outstanding, all of which are validly issuedall were shares of Class A Common Stock, fully paid and nonassessable and free of preemptive rights, (b) 1,000,000 which excludes 46,957,591 shares of Company Common Stock are held in by the Company as treasury of the Companystock and no Company Restricted Shares, (cii) 8,729,809 Company Options are outstanding pursuant to the an aggregate of 6,021,097 shares of Company Stock Option Plan(plus approximately US$19.5 million in committed value) subject to outstanding Company RSUs, each such option entitling the holder thereof to purchase one share of Company which all were shares of Class A Common Stock, and 8,729,809 (iii) outstanding Company Stock Options to purchase an aggregate of 3,617,537 shares of Company Stock (of which options to purchase an aggregate of 1,965,727 shares of Company Stock were exercisable), of which all were shares of Class A Common Stock, (iv) no shares of Class B Common Stock are authorized issued and reserved for future issuance pursuant to the exercise of such Company Options, outstanding and (dv) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants . All issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, 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) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company have been, and all shares that may be issued pursuant to any Company Stock Option or any Subsidiary Company Restricted Stock Award will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and fully paid. (b) Except as set forth in this Section 4.05 and for changes since the close of business on February 12, 2016 resulting from the exercise of Company Stock Options, the vesting of Company Restricted Shares or obligating the settlement of Company RSUs outstanding on such date or any Subsidiary to issue issued after such date without violation of Section 6.01, there are no issued, reserved for issuance or sell any outstanding (i) shares of capital stock or other voting securities of or ownership interests in the Company, (ii) securities of the Company or its convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or options, warrants, convertible securities, subscriptions or other equity ownership interests in, the Company or (iii) warrants, calls, options, agreements or other rights to acquire from the Company, or other obligation of the Company to issue, any Subsidiary. All shares capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company Common Stock subject to issuance as aforesaidor (iv) restricted shares, upon issuance stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the terms and conditions specified value or price of, any capital stock of or voting securities of the Company (the items in clauses (i) through (iv) being referred to collectively as the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable“Company Securities”). There are no outstanding contractual obligations of the Company or any Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except pursuant to any Company Stock Plans. Since February 12, 2016, the Company has not issued any Company Stock, other than or pursuant to the exercise of Company Stock Options, the vesting of Company Restricted Shares or the settlement of Company RSUs referred to above in this Section 4.05(b) that are outstanding as of such date or are issued after such date without violation of Section 6.01. All outstanding shares of Company Common Stock or any capital stock have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. No Company Securities are owned by any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote on any matter on which shareholders may vote are issued or outstandingCompany.

Capitalization. The authorized capital stock of the Company consists of 800,000,000 shares of Company Common Stock and 200,000,000 shares of preferred stock, no par value (the “Preferred Stock”). As of June 30, 2005, (a) 164,743,371 shares As of the date of this Agreement, the Company’s authorized share capital consists solely of 200,000,000 Company Common Stock are Shares and 25,000,000 preferred shares, par value $0.01 per share (each, a “Preferred Share”). (b) As of November 21, 2014, (i) 24,836,879 Company Common Shares were issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (bii) 1,000,000 shares of no Company Common Stock are Shares were held in the treasury of the Company, Company and (ciii) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of no Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to Shares were held by the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common StockCompany’s Subsidiaries. Section 3.2 3.2(b) of the Company Disclosure Letter sets forth forth, a true correct and complete list, as of June 30November 21, 20052014, of the outstanding Company Share Options, Assumed Options Restricted Share Awards, Company Time-Based RSUs, Company MSUs and Company WarrantsEIP Awards (each, an “Equity Award”) under the Company Equity Plans, including the holder, date of grant, expiration date, vested status and vesting schedule, number of Company Common Shares underlying such Equity Award (including the target and maximum number of Company Common Shares underlying such award), the Company Equity Plan under which the Equity Award was granted and, where applicable, exercise or reference price. From November 21, 2014 to the date hereof, the Company has not issued any Company Common Shares except pursuant to the vesting or exercise of Equity Awards outstanding on November 21, 2014 in accordance with their terms and, since November 21, 2014, the Company has not issued any Equity Awards. All outstanding grants of Equity Awards were made under and in compliance with the exercise price Company Equity Plans. No Preferred Shares are issued and outstanding. (c) Except as described in this Section 3.2, as of each such options and warrants. Since June 30the date hereof, 2005, there are (i) no shares of Company Common Stock have been issued or securities of, or other than pursuant to equity or voting interests in, the exercise of Company OptionsCompany, Assumed Options or Company Warrants and (ii) no outstanding shares or securities of the Company Optionsconvertible into or exchangeable for share capital of, Assumed Options or Company Warrants have been issued. Except as set forth aboveother equity or voting interests in, there are the Company, (iii) no outstanding options, warrants, convertible rights or other commitments or agreements to acquire from the Company, or that obligate the Company to issue, any shares or securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rightsequity or voting interests in, agreementsthe Company, arrangements (iv) no obligations of the Company to grant, extend or commitments enter into any subscription, warrant, right, convertible or exchange security or other similar agreement or commitment relating to any shares or securities of, or other equity or voting interests in the Company (contingent or otherwisethe items in clauses (i), (ii), (iii) of any character issued or authorized and (iv) being referred to, collectively, as “Company Securities”), and (v) no other obligations by the Company or any Subsidiary relating of its Subsidiaries to make any payments based on the price or value of any Company Securities, or dividends paid thereon. (d) With respect to the issued Equity Awards, (i) each grant of an Equity Award was duly authorized no later than the date on which the grant of such Equity Award was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board or unissued capital stock Compensation Committee, or a committee thereof and any required approval by the shareholders of the Company, (ii) each such grant was made in accordance with all applicable Laws, including the rules of the NYSE, (iii) the per share exercise price of each Company Share Option was not less than the fair market value of a Company Common Share on the applicable Grant Date, (iv) each such grant qualifies in all material respects for the Tax and accounting treatment afforded such Equity Awards in the Company’s Tax Returns and the Company SEC Reports, respectively, and (v) no material modifications have been made to any such grants after the Grant Date and all such grants either comply in all material respects with or are exempt from Section 409A of the Code. The treatment of the Equity Awards provided in Section 2.4 will comply with all applicable Laws and the terms and conditions of the Company or any Subsidiary or obligating Equity Plans and the Company or any 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 Subsidiary. applicable Equity Award agreements. (e) All shares of issued and outstanding Company Common Stock Shares and all Company Common Shares that are subject to issuance as aforesaid, prior to the Effective Time and upon issuance on the terms and subject to the conditions specified in the instruments pursuant to under which they are issuable, (i) are, or, in the case of shares issued after the date hereof, will be be, duly authorized, validly issued, fully paid and nonassessable. non-assessable, and issued in compliance with applicable Law and the terms and provisions of the Company’s Organizational Documents, and (ii) are not, or, in the case of shares issued after the date hereof, will not be, subject to any pre-emptive or similar rights, purchase option call or right of first refusal or similar rights. (f) There are no outstanding contractual obligations of the Company or any Subsidiary of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) inShares, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or share capital, bonds, debentures, notes or other indebtedness of any Subsidiary of the Company or (ii) to provide any funds to or make any investment in (A) any Subsidiary of the Company that is not wholly owned by the Company or (B) any other Person. No holder of securities in the Company or any of its Subsidiaries having the has any right to vote on have such securities registered by the Company or any matter on which shareholders may vote are issued of its Subsidiaries. (g) The Company Common Shares constitute the only outstanding class of securities of the Company or outstandingits Subsidiaries registered under the Exchange Act.

Capitalization. The As of the date hereof, the authorized capital stock of the Company consists of 800,000,000 30,000,000 shares of the Company Common Stock and 200,000,000 10,000 shares of preferred stockPreferred Stock, no par value $0.001 per share (the “"Company Preferred Stock”"). As of June 30the date hereof, 2005, (a) 164,743,371 9,146,113 shares of the Company Common Stock are issued and outstanding, all and 1,300,000 shares of the Company Common Stock are reserved for issuance in the aggregate pursuant to the Company's Amended and Restated 1992 Stock Option Plan (the "Company Option Plan"), no more than 3,947,256 shares of the Company Common Stock are reserved for issuance under the Indenture by and between the Company and First Trust, of California, National Association, as Trustee dated February 15, 1996 (the "Indenture") and 200,000 shares of the Company Common Stock are reserved for issuance pursuant to the Simmonds Warrant. As xx xxx xate hereof, no shares of Company Preferred Stock are issued and outstanding. All such issued and outstanding shares of the Company Common Stock have been, and any shares of the Company Common Stock which are validly may be issued pursuant to the Company Option Plans, the Indenture and the Simmonds Warrant will xx, xxxxdly issued, fully paid and nonassessable and free of not subject to preemptive rights. Except as disclosed in the Disclosure Memorandum with specific reference to this Section, there are no (a) outstanding options obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock of any Subsidiary of the Company or to grant, extend or enter into any such option or (b) 1,000,000 voting trusts, proxies or other commitments, understandings, restrictions or arrangements in favor of any person other than the Company or a Subsidiary wholly owned, directly or indirectly, by the Company with respect to the voting of or the right to participate in dividends or other earnings on any capital stock of any Subsidiary of the Company. Except as disclosed in the Disclosure Memorandum with specific reference to this Section, and except for (i) the rights created pursuant to this Agreement, (ii) the rights outstanding on the date hereof created pursuant to the Company Option Plan, the Indenture or the Simmonds Warrant and (xxx) xxx issued and outstanding shares of the Company Common Stock set forth herein, as of the date hereof, there are held in no (x) outstanding shares of capital stock, or any notes, bonds, debentures or other indebtedness having the treasury right to vote (or convertible into or exchangeable for securities having the right to vote) ("Voting Debt"), of the Company, (cy) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, there are no options, warrants, convertible securitiescalls, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents subscriptions or other rightsrights of any kind to acquire, agreements, arrangements or agreements or commitments (contingent or otherwise) of any character issued or authorized by in effect to which the Company or any Subsidiary relating to the issued is a party or unissued capital stock of by which the Company or any Subsidiary or is bound obligating the Company or any Subsidiary to issue or sell sell, or cause to be issued or sold, any additional shares of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, any Voting Debt of the Company or any Subsidiary. All shares , or granting any rights to obtain any benefit measured by the value of the Company's capital stock (including without limitation, stock appreciation rights granted under the Company's 1993 Stock Appreciation Rights Plan (the "Company Common Stock subject to issuance as aforesaidAppreciation Rights Plan")) or (z) outstanding securities convertible into or exchangeable for, upon issuance or which otherwise confer on the terms and conditions specified in the instruments holder thereof any right to acquire, any such additional shares or Voting Debt. Except pursuant to which they are issuablethe preceding sentence, neither the Company nor any of its Subsidiaries is committed to issue any such option, warrant, call, subscription, right or security, and after the Effective Time, there will be duly authorizedno such option, validly issuedwarrant, fully paid and nonassessablecall, subscription, right, agreement, commitment or security. There are no outstanding contractual obligations contracts, commitments or agreements relating to voting, purchase or sale of the Company's or any of its Subsidiary's capital stock or Voting Debt (including, without limitation, any redemption by the Company thereof) (A) between or among the Company, any Subsidiary of the Company and any of its stockholders and (B) to the Company's knowledge, between or among any Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporationCompany's stockholders, partnership or entity, other than in except for the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote proxies set forth on any matter on which shareholders may vote are issued or outstanding.Exhibit A.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 (i) 225,000,000 shares of Class A Company Common Stock and 200,000,000 (ii) 75,000,000 shares of preferred stockClass B Company Common Stock. As of the close of business on November 19, no par value 2015 (the “Preferred StockSpecified Date”). As of June 30, 2005, ): (ai) 164,743,371 57,785,321 shares of Class A Company Common Stock are (which includes 888,264 Restricted Shares) were issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, 505,748 Restricted Shares were unearned; (bii) 1,000,000 4,801,245 shares of Class B Company Common Stock are held in the treasury of the Company, were issued and outstanding; (ciii) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 18,182,473 shares of Class A Company Common Stock are authorized were reserved and reserved available for future issuance upon or otherwise deliverable in connection with the grant of equity-based awards or the exercise of Company Stock Options, of which 16,095,607 shares of Class A Company Common Stock were subject to issuance pursuant to the exercise of such outstanding Company Stock Options, ; (div) no 1,676,996 shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Class A Company Common Stock were reserved for issuance under the Company ESPP; and (the “IWO Warrants”), (fv) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 4,831,850 shares of Class A Company Common Stock (were reserved for issuance pursuant to the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 conversion or exchange of the Company Convertible Notes. (b) Section 3.04(b) of the Disclosure Letter sets forth contains a true true, correct and complete list, as of June 30, 2005the date hereof, of the name of each holder of Company Stock Options and Restricted Shares, the number of outstanding Company Options, Assumed Stock Options and Company WarrantsRestricted Shares held by such holder, with the exercise price grant date of each such options Company Stock Option and warrants. Since June 30Restricted Share, 2005, (i) no the number of shares of Company Common Stock have been issued other than pursuant such holder is entitled to receive upon the exercise of each Company OptionsStock Option and the corresponding exercise price, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issuedthe vesting schedule of each such Restricted Share. Except as set forth abovein Section 3.04(b) of the Disclosure Letter, each Company Stock Option and Restricted Share grant was made in accordance in all material respects with the terms of the applicable Company Equity Plan and applicable Law. (c) Except as set forth in this Section 3.04 and for changes since the Specified Date resulting from the issuance of shares of Company Common Stock pursuant to the Company Stock Options set forth above in this Section 3.04 or the Company ESPP in accordance with Section 2.09(d)(iv), or as expressly permitted by Section 5.01, there are no optionsissued, reserved for issuance or outstanding (i) shares of capital stock or other voting securities of or other ownership interest in the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities of or other ownership interest in the Company, (iii) warrants, calls, options or other rights to acquire from the Company, or other obligations of the Company to issue, any capital stock, other voting securities or securities convertible securitiesinto or exchangeable for, subscriptionscapital stock or other voting securities of or other ownership interest in the Company or (iv) restricted shares, restricted stock units, stock appreciation rights, phantom stock plans or stock equivalents or other performance units, contingent value rights, agreements“phantom” stock or similar securities or rights that are derivative of, arrangements or commitments (contingent provide economic benefits based, directly or otherwise) of indirectly, on the value or price of, any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions other voting securities of or other equity ownership interests in, the Company or any Subsidiary. All shares of Company Common Stock subject to issuance as aforesaidCompany, 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 there are no outstanding contractual obligations of the Company or any Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment such securities. (in the form of a loan or capital contributiond) in, any person. The Company owns (either directly or indirectly) beneficially and of record all All outstanding securities of the Company have been duly authorized and validly issued in compliance in all material respects with all applicable Laws, including the Securities Act and outstanding capital stock “blue sky” Laws, are fully paid and nonassessable and are free of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiariespreemptive rights. No There are no bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which shareholders stockholders of the Company may vote are issued or outstandingvote. Except for the Support Agreements, neither the Company nor any of its Subsidiaries is a party to any voting Contract with respect to the voting of any of its securities.

Capitalization. The authorized capital stock of the Company consists of 800,000,000 25,750,000 shares of Company Common Stock and 200,000,000 3,000,000 shares of preferred stockthe Company's Preferred Stock (the "Company Preferred Stock"), no par value (the “Preferred Stock”)$.001 per share. As of June 30April 28, 20052000, (ai) 164,743,371 11,414,199 shares of Company Common Stock are were issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rightsnonassessable, (bii) 1,000,000 509,200 shares of Company Common Stock are were held in the treasury of the Companytreasury, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (diii) no shares of Company Preferred Stock are issued and outstandingwere outstanding or held in treasury, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (iiv) no shares of Company Common Stock have been issued other than or Company Preferred Stock were held by subsidiaries of the Company, (v) 1,173,213 shares of Company Common Stock were issuable upon the exercise of outstanding Company Options (whether or not presently exercisable) granted under the Company's stock option plans, (vi) up to 200,000 shares of Company Common Stock were issuable pursuant to the exercise Company's Employee Stock Purchase Plan, (vii) 9,824 shares of Company Options, Assumed Options or Company Warrants Common Stock were issued subject to vesting pursuant to the Company's Restricted Stock Plan (all of which were included in clause (i) above) and (iiviii) no 500,000 shares of Company Options, Assumed Options or Company Warrants have been issuedPreferred Stock are reserved for issuance in accordance with the Company's Rights Agreement (as defined in Section 2.22). Except as set forth in the preceding (i) through (viii), no other shares of capital stock of the Company, or rights to acquire such shares, have been authorized or are outstanding as of such date. Except as set forth in Section 2.03 of the Company Disclosure Schedule, no change in such capitalization has occurred as of the date hereof, except for changes resulting from the exercise of Company Options (included in (v) above) in an aggregate amount of not more than 1,097,037 shares of Company Common Stock, the issuance pursuant to the Company's Employee Stock Purchase Plan of not more than 200,000 shares of Company Common Stock (included in (vi) above) or the vesting pursuant to the Company's Restricted Stock Plan of not more than 9,824 shares of Company Common Stock (included in (vii) above). Except as set forth in Section 2.01, this Section 2.03 or Section 2.11 or Section 2.03 or Section 2.11 of the Company Disclosure Schedule or for rights granted pursuant to the Company's Rights Agreement (as defined in Section 2.22), there are no options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents warrants or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by binding on the Company or any Subsidiary of its subsidiaries relating to the issued or unissued capital stock of of, or other equity interests in, the Company or any Subsidiary of its subsidiaries or obligating the Company or any Subsidiary of its subsidiaries 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 Subsidiaryof its subsidiaries. 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, will shall be duly authorized, validly issued, fully paid and nonassessable. There Except as set forth in Section 2.03 of the Company Disclosure Schedule, there are no outstanding contractual obligations obligations, contingent or otherwise, of the Company or any Subsidiary of its subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any the capital stock of any Subsidiary subsidiary. Except as set forth in Section 2.01 or 2.03 of the Company Disclosure Schedule, and other than intercompany loans in the ordinary course of business between the Company and any of its subsidiaries or between any such subsidiaries, there are no obligations, contingent or otherwise, of the Company or any of its subsidiaries to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan loan, capital contribution or capital contributionotherwise) inin any such subsidiary or any other entity other than guarantees of bank obligations of subsidiaries entered into in the ordinary course of business and other obligations not exceeding, any personin the aggregate, $1,000,000. The Except as set forth in Section 2.01 or 2.03 of the Company owns (either directly or indirectly) beneficially and of record Disclosure Schedule, all of the issued and outstanding shares of capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, (other than directors' qualifying shares identified as such in the Subsidiaries. No bonds, debentures, notes or other indebtedness Section 2.03 of the Company Disclosure Schedule) of, or its Subsidiaries having other equity interests in, each of the right to vote on Company's subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares (other than such directors' qualifying shares), or other equity interests, are owned by the Company or another subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in the Company's voting rights, charges or other encumbrances of any matter on nature whatsoever, except, in the case of any subsidiaries of the Company other than Company Significant Subsidiaries, for items which shareholders may vote are issued would not reduce the Company's equity interest therein and would not, individually or outstandingin the aggregate, have a Material Adverse Effect.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 shares of Company Common Stock (i) 200,000,000 Shares and 200,000,000 (ii) 30,000,000 shares of preferred stock, no par value $0.001 per share, (the “Company Preferred Stock”). As of June 305:00 p.m., 2005Eastern time, on August 31, 2017 (the “Capitalization Date”): (i) 34,696,961 Shares were issued and outstanding (which excludes 2,335,144 Shares held by the Company as treasury shares); (ii) no shares of Company Preferred Stock were issued and outstanding; and (iii) no Shares were held by the Company in its treasury or by any Company Subsidiary. Such issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive rights. During the period from the Capitalization Date to the Agreement Date, (aA) 164,743,371 there have been no issuances by the Company of shares of capital stock of the Company other than issuances of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (b) 1,000,000 shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of Options and vesting of RSUs outstanding on such Company date and (B) there have been no issuances or grants of Options, RSUs or warrants or other rights to acquire capital stock of the Company. (db) no shares As of Preferred Stock are issued and outstandingthe Capitalization Date, (ei) there are 160,000 warrants issued were outstanding Options to purchase 3,274,916 Shares pursuant to the Stock Plans, (ii) there were 1,716,542 Shares subject to issuance pursuant to RSUs granted and outstanding pursuant to purchase an aggregate the Stock Plans, (iii) 4,600,736 Shares were reserved for issuance under the Stock Plans (including upon exercise of 2,074,241 shares of Company Common Stock (the “IWO Warrants”Options and RSUs), (fiv) there 100,000 Shares are 11 warrants issued and estimated to be subject to outstanding purchase rights under the ESPP (assuming that the closing price per Share as reported on the purchase date for the current offering period was equal to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” andTransaction Consideration, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (hv) 1,812,052 Assumed Options 396,372 Shares are outstanding, each such option entitling reserved for future issuance under the holder hereof to purchase one share of Company Common Stock. ESPP (including Shares estimated in clause (iv) above). (c) Section 3.2 3.2(c) of the Company Disclosure Letter sets forth a true true, correct and complete list, as of June 30, 2005the Capitalization Date, of the all outstanding Company Options, Assumed Options RSUs, and Company Warrantsother rights to purchase or receive Shares granted under the Stock Plans, any sub-plan thereto, or otherwise, and, for each such Option, RSU and other right, the number of Shares subject thereto, the terms of vesting (including any performance-based vesting and the extent that it will become accelerated as a result of the Mergers, either alone or in connection with any other event) and vested status, the grant and expiration dates, the exercise price, if applicable, the name of the holder thereof, whether such Option is an “incentive stock option” as defined in Section 422 of the Code, a non-qualified stock option or otherwise, whether such Option may be early exercised (i.e., prior to vesting), the jurisdiction in which the award was granted, if applicable, the form of award agreement under which the grant was made, and the Stock Plan under which the grant was made. There are no equity award plans, agreements or similar arrangements other than the Stock Plans. The Options satisfy the requirements of Treasury Regulation Section 1.409A-1(b)(5)(i)(A) and the RSUs are exempt from Section 409A of the Code. Each Option has an exercise price at least equal to the fair market value of each such options and warrants. Since June 30, 2005, (i) no shares of the Company Common Stock have been issued other on a date no earlier than pursuant the date of the corporate action authorizing the grant, and no Option has had its exercise date or grant date “back dated.” (d) The Company has Made Available to Parent complete and accurate copies of the following, each only to the exercise of Company extent they pertain to currently outstanding Options, Assumed Options RSUs and other rights to purchase or Company Warrants and receive Shares (iiA) no Company the Stock Plans, (B) forms of stock option agreements evidencing Options, Assumed Options or Company Warrants have been issued. Except as set forth aboveany Option agreement providing for accelerated vesting, there are no options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments extended exercise periods (contingent post-termination or otherwise) or other similar bespoke terms that materially differ from the form Option agreement from which such award is based, (C) forms of agreements evidencing RSUs, any character issued RSU agreement providing for accelerated vesting, extended exercise periods (post-termination or authorized by otherwise) or other similar bespoke terms that materially differ from the form RSU agreement from which it is based, and (D) forms of agreements evidencing any other equity or equity-linked award or compensation arrangement to which the Company or any a Company Subsidiary relating to the issued is a party or unissued capital stock of the Company or any Subsidiary or obligating the Company or any 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 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, will be duly authorized, validly issued, fully paid and nonassessable. otherwise bound. (e) There are no outstanding contractual obligations of the Company or of any Subsidiary kind to repurchaseredeem, redeem purchase or otherwise acquire any outstanding shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) inCompany. Other than the Company Common Stock, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and there are no outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness or securities of the Company or its Subsidiaries having the right to vote (or, other than the outstanding Options, convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which shareholders stockholders of the Company may vote vote. Except as set forth in Section 3.2(a) and Section 3.2(b) and except for shares of Company Common Stock issued since the Capitalization Date pursuant to the exercise of Options and vesting of RSUs outstanding on the Capitalization Date, (i) no shares of capital stock or other voting securities of the Company are issued issued, reserved for issuance or outstanding, and (ii) there are no outstanding securities, options, restricted shares, stock appreciation rights, performance shares, performance share units, phantom stock, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of the Company Subsidiaries is a party or by which any of them is bound obligating the Company or any of the Company 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 the Company Subsidiaries or obligating the Company or any of the Company Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. (f) Except as contemplated by this Agreement or described in this Section 3.2, and except to the extent arising pursuant to applicable state takeover or similar Laws, there are no (i) voting trusts or other agreements or understandings to which the Company or any of the Company Subsidiaries is a party or by which it or they are bound with respect to any equity security of any class of the Company, (ii) registration rights, preemptive rights, anti-dilutive rights or rights of first refusal with respect to any equity security of any class of the Company or (iii) rights agreement, “poison pill” anti-takeover plan or other similar agreement to which the Company or any of the Company Subsidiaries is a party or by which it or they are bound with respect to any equity security of any class of the Company.

Capitalization. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 800,000,000 70 million shares of Company Common Stock, par value $0.01 per share, and 10 million shares of Preferred Stock, par value $0.01 per share, of which 400,000 shares have been designated as Series A Participating Cumulative Preferred Stock, par value $0.01 per share, none of which shares of preferred stock have been issued. As of the close of business on November 1, 2001, (i) 35,397,728 shares of Company Common Stock were issued and 200,000,000 shares of preferred stock, no par value (the “Preferred Stock”). As of June 30, 2005outstanding, (aii) 164,743,371 31,176 shares of Company Common Stock are were subject to restricted stock grants, (iii) 2,239 shares were held by the Company as treasury shares, (iv) 22,090,000 shares were reserved for issuance pursuant to the Stock Plans, and (v) 400,000 shares of Company Series A Participating Cumulative Preferred Stock were reserved for issuance in connection with the rights (the "Company Rights") issued pursuant to the Rights Agreement dated as of June 10, 1998 (as amended from time to time) (the "Company Rights Agreement") between the Company and First Chicago Trust Company of New York, as Rights Agent. All of the issued and outstanding, all outstanding shares of which capital stock of the Company have been duly authorized and are validly issued, fully paid and nonassessable and free of preemptive rights, nonassessable. (b) 1,000,000 Other than (i) Stock Options to acquire an aggregate of not more than 2,359,496 shares of Company Common Stock are held in granted by the treasury Company to current and former directors, officers, employees and advisors of the CompanyCompany and its Subsidiaries, and (cii) 8,729,809 the Company Options Rights, as of the date of this Agreement, there are no outstanding pursuant or authorized options, warrants, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require the Company or any Significant Company Subsidiary to issue, sell or otherwise cause to become outstanding any of its capital stock. There are no outstanding stock appreciation, phantom stock, profit participation, dividend equivalent rights or similar rights with respect to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of or any Significant Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common StockSubsidiary. Section 3.2 of the The Company Disclosure Letter sets forth a true and complete list, as the aggregate number of June 30, 2005, of the outstanding Company Options, Assumed Stock Options and the aggregate number of Company Warrants, with Stock-Based Awards and the average weighted exercise price of each such options the Stock Options and warrants. Since June 30the average weighted base price of the Company Stock-Based Awards. (c) As of November 1, 20052001, (i) no the trust under the SECT is the owner of 5,797,553 shares of Company Common Stock have been issued Stock. (d) Neither the Company nor any Significant Company Subsidiary is a party to any voting trust, proxy or other than pursuant agreement or understanding with respect to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, 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) voting of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary Significant Company Subsidiary. (e) Prior to the date of this Agreement, the Company Board has not declared any dividend or obligating distribution with respect to the Company Common Stock the record or payment date for which is on or after the date of this Agreement. (f) All of the outstanding shares of the capital stock of each of the Company's Subsidiaries have been validly issued, are fully paid and nonassessable and as of the date of this Agreement are owned by the Company or one of its Subsidiaries, free and clear of any Subsidiary Lien other than Permitted Liens, except where the failure to issue be validly issued, fully paid or sell any shares nonassessable is not reasonably likely to have a Company Material Adverse Effect. Except for its Subsidiaries, as of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests inthe date of this Agreement, the Company does not control directly or indirectly or have any Subsidiary. All direct or indirect equity participation in any corporation, partnership, limited liability company, joint venture or other entity. (g) The number of shares of Company Common Stock subject required to issuance be validly tendered to satisfy the Minimum Condition, calculated as aforesaidof November 1, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable2001, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote on any matter on which shareholders may vote are issued or outstandingis 18,878,613.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 (i) three hundred million (300,000,000) shares of Company Common Stock and 200,000,000 Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of preferred Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, no par value $0.01 per share (the “Preferred Excess Stock”). As of June 30the close of business on November 4, 20052021 (the “Company Capitalization Date”), (aA) 164,743,371 98,339,416 Company Common Shares were issued and outstanding (inclusive of a total of 25,804 unvested Company Common Shares issued pursuant to Restricted Stock Awards), (B) 21,985,616 Company Preferred Shares were issued and outstanding and (C) no shares of Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 884,978 Company Common Stock are Shares (754,978 of which were exercisable) were issued and outstanding, and (2) 1,153,826 Company Common Shares were reserved and available for issuance pursuant to the Incentive Plans. All outstanding shares of capital stock of the Company have been, and all Company Common Shares that may be issued pursuant to any Incentive Plan will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (or, in the case of which are validly Company Common Shares that have not yet been issued, will be) fully paid and nonassessable nonassessable, and free were not (or, in the case of preemptive rightsCompany Common Shares that have not yet been issued, will not be) issued in violation of the Constituent Documents of the Company. From the Company Capitalization Date to the execution of this Agreement, the Company has not issued any Options, Restricted Stock Awards or other Company Securities, except for the issuance of Company Common Shares pursuant to the exercise of Options outstanding as of the Company Capitalization Date in accordance with their terms. (b) 1,000,000 Except as set forth in Section 3.5(a), as of the Company Capitalization Date, there are no outstanding (i) shares of Company Common Stock are held in the treasury capital stock or other equity securities of the Company, (cii) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 securities of the Company Disclosure Letter sets forth a true and complete list, as convertible into or exercisable or exchangeable for shares of June 30, 2005, capital stock or other equity securities of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, or (iiii) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, there are no options, warrantsrestricted stock units, convertible securities, subscriptionsrestricted stock, stock appreciation rights, phantom stock plans or stock equivalents equity, or other rightsequity or equity-based rights or other rights to acquire from the Company, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock other obligations of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell pay cash valued by reference to, any shares of capital stock, other equity securities or securities convertible into or exercisable or exchangeable for capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, securities of the Company or any Subsidiary. All shares of (the items in clauses (i), (ii), and (iii) being referred to collectively as the “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, will be duly authorized, validly issued, fully paid and nonassessableSecurities”). There are no outstanding contractual binding obligations of the Company or any Subsidiary of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares Company Securities. No Company Subsidiary or controlled Affiliate of the Company owns any Company Common Stock Shares or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any personCompany Preferred Shares. The Company owns (either directly or indirectly) beneficially and of record all of the issued and There are no outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness Indebtedness of the Company or its Subsidiaries any Company Subsidiary having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matter on which shareholders holders of Company Common Shares may vote (whether together with such holders of Company Common Shares or as a separate class). (c) Except for the Support Agreements and any proxies solicited by the Company with respect to the Company Stockholders Meeting, neither the Company nor any Company Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Company Securities or which restrict the transfer of any such shares, that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or that would reasonably be expected to prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. (d) All dividends or other distributions on the Company Common Shares and Company Preferred Shares that have been authorized or declared prior to the date of this Agreement have been paid in full (except to the extent such dividends have been publicly announced and are issued not yet due and payable). (e) The Company Board has adopted resolutions and taken such other actions as may be required to suspend the Company DRIP as of or outstandingprior to the date of this Agreement.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 50,000,000 shares of capital stock, of which (i) 40,000,000 shares have been designated as shares of Company Common Stock and 200,000,000 (ii) 151,000 shares have been designated as shares of preferred stockClass A Junior Participating Preferred Stock, no par value $1.00 per share, of the Company (the “Company Preferred Stock”)) for issuance upon exercise of the Company Rights pursuant to the Rights Agreement. As At the close of business on June 3029, 20052007, (ai) 164,743,371 15,005,000 shares of Company Common Stock are were issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (bii) 1,000,000 35,000 shares of Company Common Stock are were held in the treasury of the Company’s treasury, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (iiii) no shares of Company Common Stock have been were reserved for issuance, (iv) no shares of Company Preferred Stock were issued other than and outstanding (but 151,000 shares of Company Preferred Stock were reserved for issuance upon exercise of the Company Rights pursuant to the exercise of Company OptionsRights Agreement), Assumed Options or Company Warrants and (iiv) no Company Options, Assumed Options other class or Company Warrants have been issued. Except as set forth above, 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) series of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued shares of capital stock of the Company had been designated, issued or any Subsidiary or obligating the Company or any 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 Subsidiaryreserved for issuance. All of the issued and outstanding shares of Company Common Stock subject to issuance have been duly authorized and validly issued and are fully paid, nonassessable and free of any preemptive rights. Except as aforesaidprovided in this Agreement and except for the Company Rights, 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 there are no outstanding contractual obligations subscriptions, options, warrants, calls, commitments, rights, arrangements, undertakings or agreements of any character calling for the purchase, issuance, redemption or repurchase of any securities of the Company to which the Company or any Company Subsidiary is a party, including any securities representing the right to repurchase, redeem purchase or otherwise acquire receive any shares of Company Common Stock or any capital stock Stock. (b) Section 4.2(b) of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form Company Disclosure Schedule sets forth, as of a loan or capital contribution) inthe date of this Agreement, any personeach Company Material Subsidiary. The Company owns (either directly or indirectly) indirectly owns, beneficially and of record record, all of the issued and outstanding shares of the capital stock of each Subsidiary Company Material Subsidiary, free and does clear of any Liens, except for (i) Liens imposed under federal or state securities Laws, (ii) Liens specifically disclosed in the Company SEC Financial Statements and (iii) Liens that would not own an equity interest be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. All such shares of capital stock are duly authorized and validly issued and are fully paid, nonassessable and free of any other preemptive rights. Neither the Company nor any of the Company Material Subsidiaries has any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any security of any of the Company Material Subsidiaries, including any securities representing the right to purchase or otherwise receive any shares of capital stock of any of the Company Material Subsidiaries. There are no restrictions on the Company with respect to voting the stock of any Company Material Subsidiary. (c) Section 4.2(c) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, each corporation, limited liability company, partnership or entityother entity in which the Company has a direct or indirect ownership interest and which is not a Company Material Subsidiary, other than and the Company’s percentage ownership thereof. The Company owns all interests set forth in the Subsidiaries. No bonds, debentures, notes or other indebtedness Section 4.2(c) of the Company Disclosure Schedule free and clear of any Liens, except for (i) Liens imposed under the applicable partnership or its Subsidiaries having similar governing agreement or under federal or state securities Laws, (ii) Liens specifically disclosed in the right Company SEC Financial Statements, and (iii) Liens that would not be reasonably expected to vote on any matter on which shareholders may vote are issued have, individually or outstandingin the aggregate, a Company Material Adverse Effect.

Capitalization. The (i) As of the date hereof, the authorized capital stock of the Company Xxxxxxxxxx consists solely of 800,000,000 30,000,000 shares of Company Xxxxxxxxxx Common Stock, of which, as of the date hereof, 14,167,036 shares were outstanding; 1,762,625 shares of Xxxxxxxxxx Common Stock are directly or indirectly held by Xxxxxxxxxx as treasury stock; and 200,000,000 200,000 shares of preferred stock, no par value ($100.00 per share, of which, as of the “Preferred Stock”)date hereof, none are outstanding. As of June 30the date hereof, 2005, (a) 164,743,371 the authorized stock of CASI consists solely of 100 shares of Company CASI Common Stock, par value $1.00 per share, of which, as of the date hereof, 100 shares were outstanding. As of the date hereof, the authorized stock of VFSC consists solely of 20,000,000 shares of VFSC Common Stock, of which, as of the date hereof, 12,849,618.6225 shares were outstanding; 443,846.6617 shares of VFSC Common Stock are issued directly or indirectly held by VFSC as treasury stock; and 5,000,000 shares of preferred stock, par value $1.00 per share, of which, as of the date hereof, none are outstanding, all . The outstanding shares of which each party's capital stock are validly issued, fully paid and nonassessable nonassessable, and free subject to no preemptive rights (and were not issued in violation of any preemptive rights). As of the date hereof, (b) 1,000,000 except as Previously Disclosed, there are no shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are either party's capital stock authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstandingissuance, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock party does not have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, 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) of any character Rights issued or authorized by the Company or outstanding with respect to its stock, and each party does not have any Subsidiary relating commitment to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to authorize, issue or sell any such shares of capital stock ofor Rights, or options, warrants, convertible securities, subscriptions or other equity interests inexcept pursuant to this Agreement, the Company or any Subsidiary. All shares of Company Common VFSC Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified Option Agreement (in the instruments pursuant to which they are issuablecase of VFSC) or Compensation and Benefit Plans. Since September 30, will be duly authorized1998, validly issuedneither Xxxxxxxxxx, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire XXXX nor VFSC has issued any shares of Company Common Stock its stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution rights in respect thereof or make reserved any investment shares for such purposes except pursuant to plans or commitments Previously Disclosed in its Disclosure Schedule. (in the form ii) The number of a loan or capital contribution) in, shares of Xxxxxxxxxx Common Stock which are issuable and reserved for issuance upon exercise of any person. The Company owns (either directly or indirectly) beneficially employee and director stock options to purchase shares of record all Xxxxxxxxxx Common Stock as of the issued date hereof is set forth in Xxxxxxxxxx'x Disclosure Schedule, and outstanding capital stock the number of each Subsidiary shares of VFSC Common Stock which are issuable and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness reserved for issuance upon exercise of VFSC Stock Options as of the Company or its Subsidiaries having the right to vote on any matter on which shareholders may vote are issued or outstanding.date hereof is set forth in VFSC's Disclosure Schedule. (c)

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 80,000,000 shares, consisting of 75,000,000 shares of Company Common Stock and 200,000,000 the following series of preferred stock (“Company Preferred Stock”), 4,000,000 shares of Non-cumulative, Voting $0.56 Convertible Preference Stock, no par value per share, and 1,000,000 shares of additional preferred stock, no par value per share, of which 600,000 shares have been designated as Series A Junior Participating Additional Preferred Stock. The rights and privileges of each class of the Company’s capital stock are as set forth in the Company’s Restated Articles of Incorporation dated as of December 14, 2000 (the “Preferred StockCompany Articles”). As of June 30, 2005the close of business on the date hereof, (ai) 164,743,371 49,457,357 shares of Company Common Stock are were issued and outstanding and (ii) no shares of Company Preferred Stock were issued or outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, . (b) 1,000,000 Section 3.2(b) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the close of business on the date hereof, of (i) all outstanding Company Stock Options, indicating with respect to each such Company Stock Option the name of the holder thereof, the number of shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant subject to the such Company Stock Option PlanOption, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price and the date of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants grant and (ii) no all outstanding Restricted Shares, indicating with respect to such Restricted Shares the name of the holder thereof and the number of Restricted Shares held thereby. The Company Optionshas made available to Parent complete and accurate copies of all Company Stock Plans, Assumed the forms of all stock option agreements evidencing Company Stock Options or Company Warrants have been issued. and the forms of all agreements pursuant to which the currently outstanding Restricted Shares were awarded. (c) Except (i) as set forth abovein this Section 3.2 and (ii) as reserved for future grants under Company Stock Plans, as of the date of this Agreement, (A) there are no equity securities of any class of, or other voting interests in, the Company or any security exchangeable into or exercisable for such equity securities issued, reserved for issuance or outstanding and (B) there are no options, warrants, convertible equity securities, subscriptionscalls, stock appreciation rights, phantom stock plans commitments or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) agreements of any character issued or authorized by to which the Company or any Subsidiary relating to the issued of its Subsidiaries is a party or unissued capital stock of by which the Company or any Subsidiary or of its Subsidiaries is bound obligating the Company or any Subsidiary of its Subsidiaries to issue issue, exchange, transfer, deliver or sell any sell, or cause to be issued, exchanged, transferred, delivered or sold, shares of capital stock or other equity interests of, or options, warrants, convertible securities, subscriptions or other equity voting interests in, the Company or any Subsidiarysecurity or rights convertible into or exchangeable or exercisable for any such shares or other equity interests or voting rights, or obligating the Company or any of its Subsidiaries to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. The Company does not have any other outstanding equity compensation arrangements relating to the capital stock of the Company. Neither the Company nor any of its Subsidiaries is a party to or is bound by any agreements or understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company. (d) All outstanding shares of Company Common Stock are, and all shares of Company Common Stock subject to issuance as aforesaidspecified in Section 3.2(b), upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be be, duly authorized, validly issued, fully paid and nonassessable. nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the NCBCA, the Company Articles or the Company’s Amended and Restated Bylaws dated August 16, 2012 (the “Company Bylaws”) or any agreement to which the Company is a party or is otherwise bound. (e) There are no outstanding contractual obligations obligations, contingent or otherwise, of the Company or any Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any the capital stock of the Company or any of its Subsidiaries or to provide funds to the Company or any Subsidiary of the Company for any such purpose other than as provided in award agreements relating to Company Stock Options or Restricted Shares as they relate to using shares of Company Common Stock to pay any dividend or make any other distribution in respect thereof or make any investment withholding of income Taxes at the minimum statutory levels. (in the form of a loan or capital contributionf) in, any person. The Company owns (either directly or indirectly) beneficially and of record all As of the issued and date of this Agreement, there was no outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness for borrowed money of the Company or its Subsidiaries having other than as reflected in the right to vote on any matter on which shareholders may vote are issued Company Balance Sheet or outstandingincurred in the ordinary course of business consistent in all material respects with past practice after the date of the Company Balance Sheet.

Capitalization. (a) The authorized capital stock of the Company consists of 800,000,000 (i) Thirteen Million Four Hundred Seventy-Three Thousand (13,473,000) shares of Company Common Stock, of which Two Million Eight Hundred Fifty-Seven Thousand (2,857,000) shares are issued and outstanding (none of which are Restricted Stock), and (ii) Seven Thousand Nine Hundred Fifty-Three (7,953) shares of Series A Preferred Stock (“Series A Preferred Stock”), of which Seven Thousand Twenty-Three (7,023) shares are issued and outstanding. Each share of Series A Preferred Stock is convertible into 1,000 shares of Company Common Stock. All of the outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound. The Spreadsheet, as of the date hereof is, and as of the Effective Time, will be, true, complete and correct. As of the date hereof, the Company Capital Stock is held by the Persons with the domicile addresses (as reflected in the Company’s records) and in the amounts set forth on Section 3.2(a) of the Disclosure Schedule, which further sets forth for each such Person the percentage held by such Person relative to the total issued and outstanding shares of Company Capital Stock as of the date hereof. Except as set forth in this Section 3.2(a), the Company has no other capital stock authorized, issued or outstanding. Section 3.2(a) of the Disclosure Schedule sets forth, as of the date hereof, (i) all accrued but unpaid dividends or distributions relating to any Company Capital Stock and (ii) the aggregate per diem amount of dividends with respect to all outstanding shares of Series A Preferred Stock. As of the Effective Time, no dividends will be due or payable with respect to any shares of Company Capital Stock. (b) All outstanding shares of Company Capital Stock have been issued in compliance with all applicable Laws, including federal securities laws and any applicable state securities or “blue sky” laws. (c) The Company has reserved one million (1,000,000) shares of Company Common Stock and 200,000,000 shares for issuance pursuant to the Stock Plan, of preferred stock, which no par value (the “Preferred Stock”). As of June 30, 2005, (a) 164,743,371 Company Options to purchase shares of Company Common Stock are issued outstanding as of the date of this Agreement and outstandingone million (1,000,000) shares remain eligible for issuance pursuant to the Stock Plan. (d) No Security of the Company will by its terms require an adjustment in connection with the Merger. Neither the consummation of transactions contemplated by this Agreement, all nor any action taken or to be taken by the Company in connection with such transactions, will result in (i) any acceleration of which are validly issuedexercisability or vesting, fully paid and nonassessable and free whether or not contingent on the occurrence of preemptive rightsany event on or after consummation of the Merger, (b) 1,000,000 shares in favor of Company Common Stock are held in the treasury any Security of the Company, (cii) 8,729,809 any additional benefits for any optionee under any Security of the Company, or (iii) the inability of Parent after the Effective Time to exercise any right or benefit held by the Company Options are outstanding pursuant prior to the Company Stock Option Plan, each such option entitling the holder thereof Effective Time with respect to purchase one share of Company Common Stock, and 8,729,809 any shares of Company Common Capital Stock are authorized and reserved for future issuance pursuant to or other Securities of the Company previously issued upon exercise of such Company Options, (d) no shares a Security of Preferred Stock are issued and outstanding, the Company. (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Except as set forth in this Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 20053.2, (i) there are no shares Securities of the Company Common Stock have been authorized, issued other than pursuant to the exercise of Company Options, Assumed Options or Company Warrants and outstanding; (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, there are no options, warrants, calls, preemptive rights, Indebtedness having general voting rights or debt convertible into securities having such rights (“Voting Debt”), convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents subscriptions or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued character, written or authorized by oral, to which the Company or any Subsidiary relating to the issued Principal Stockholder is a party or unissued capital stock of by which the Company or any Subsidiary Principal Stockholder is bound, relating to issued or unissued Securities of the Company, obligating the Company or any Subsidiary Principal Stockholder to issue issue, transfer, sell, or sell cause to be issued, transferred, or sold, any shares of capital stock Securities or Voting Debt of, or options, warrants, convertible securities, subscriptions or other equity interests interest in, the Company or securities convertible into or exchangeable for such equity interests, or obligating the Company to make any Subsidiary. All shares payment linked to the value of the Company Common Capital Stock subject or the sale price of the Company, or obligating the Company to issuance as aforesaidgrant, upon issuance on extend, accelerate the terms vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, subscription, or other right, agreement, arrangement or commitment; and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There (iii) there are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Capital Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all Securities of the issued and Company. There are no outstanding capital or authorized stock of each Subsidiary and does not own an equity interest in any other corporationappreciation, partnership or entityphantom stock, other than in the Subsidiaries. No bondsprofit participation, debentures, notes or other indebtedness similar rights with respect to the Company. (f) Except as set forth in Section 3.2(f) of the Disclosure Schedule and as contemplated hereby, there are no (i) voting trusts, proxies, or other agreements or understandings to which the Company is a party or as to which the Company has Knowledge with respect to the voting stock of the Company or its Subsidiaries having (ii) agreements to which the Company or any Principal Stockholder is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag along” rights) of any Company Capital Stock. (g) Immediately following the Effective Time, (i) Parent will be the sole record and beneficial holder of all issued and outstanding Securities of the Surviving Corporation and all rights to acquire or receive any Securities of the Surviving Corporation, (ii) there will be no Securities of the Company outstanding and (iii) no other Person will have any right to vote on any matter on which shareholders may vote are issued receive Securities of the Surviving Corporation upon exercise, conversion or outstandingvesting of Securities or otherwise.