Common use of Capital Stock of the Company Clause in Contracts

Capital Stock of the Company. (i) As of the date hereof, the authorized capital stock of the Company consists of 20,000,000 shares of voting common stock, par value $.01 per share, non-voting common stock, $.01 per share, and shares of Class B Convertible Non-Voting Common Stock, par value $.01 per share ("Class B Non-Voting Stock"), of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock are duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 4(d), upon the filing of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will be, no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument to which the Company is a party or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of the Company. There are no equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may vote.

Capital Stock of the Company. (i) As of the date hereof, the The authorized capital stock of the Company consists of 20,000,000 25,000,000 shares of voting common stock, par value $.01 per share, non-voting common stockCommon Stock, $.01 per share, and shares of Class B Convertible Non-Voting Common Stock, par value $.01 per share ("Class B Non-Voting Company Common Stock"), 19,394,865 of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock are duly authorized and validly issued and outstanding, fully paid and nonassessable, none of which are held by the Company as treasury shares and 5,000,000 of which are reserved for issuance under the Company Stock Plan. All issued and outstanding shares of Company Common Stock have been issued in reliance on an exemption from the Securities Act and applicable state securities laws and not in violation of the preemptive rights of any person. Schedule 3.3 sets forth a true and complete list of the names and addresses of (i) each of the holders of record of the Company Common Stock and the respective number of outstanding shares held of record by each such holder and (ii) each of the holders of record of Company Stock Options, the respective number of shares of Company Common Stock subject to such Company Stock Option, the exercise price applicable to such Company Stock Option and the expiration date of such Company Stock Option. Except for this Agreement, the Merger Agreement and except as set forth on Schedule 3.3 hereof, there are no agreements, arrangements, warrants, options, puts, calls, rights or other commitments, preemptive rights, plans or understandings of any character to which the Company or, to the Knowledge of the Company, any Shareholders are a party relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting, or transfer of any shares of Company Common Stock or any other securities of the Company. Except as set forth on Schedule 4(d)3.3 and except pursuant to applicable laws, upon there are no restrictions, including but not limited to self-imposed restrictions, on the filing of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock retained earnings of the Company shall consist or on the ability of 50,000,000 shares of Voting Common Stock the Company to declare and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessablepay dividends. Except as set forth provided in the two preceding sentences, there are, Company's Articles of Incorporation or Bylaws or by applicable law and after the filing of the Recapitalization Amendments there will be, no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d)3.3, no all outstanding shares of Company Common Stock are held free and clear of all Encumbrances created by the Company and, to the Knowledge of the Company, such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, beneficially owned by the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument to which the Company is a party or by which it or any of its properties or assets is bound. Except as set forth holders listed on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments 3.3 free and clear of all Encumbrances (other than this Agreement) (i) pursuant to which restrictions under the Company is or may become obligated to issueSecurities Act and the rules and regulations thereunder, sell, purchase, return or redeem any shares of capital stock or other and state securities of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of the Company. There are no equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(dlaws). There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may vote.

Capital Stock of the Company. (i) As of The Shares constitute all the date hereof, the authorized capital stock of the Company consists of 20,000,000 shares of voting common stock, par value $.01 per share, non-voting common stock, $.01 per share, and shares of Class B Convertible Non-Voting Common Stock, par value $.01 per share ("Class B Non-Voting Stock"), of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock are duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 4(d), upon the filing of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will be, no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument to which the Company is a party or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of the Company. There Except for 1,800,000 shares of common stock which are authorized but not outstanding and the Shares, no other class of capital stock, equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding security, preferred stock, bonds, debentures, notes notes, debt instruments, evidence of indebtedness or other indebtedness having securities of any kind in the right to vote on Company are authorized or outstanding. The Shares have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any matters on which shareholders preemptive rights. As of the date hereof there is no, and as of the Closing Date there will be no, security, option, warrant, right, call, subscription, agreement, commitment or understanding of any nature whatsoever, fixed or contingent, that directly or indirectly, (i) except as contemplated by this Agreement, calls for the issuance, sale, pledge or other disposition of any shares of capital stock of the Company or any securities convertible into, or other rights to acquire, any shares of capital stock of the Company, (ii) relates to the voting or control of such capital stock, securities or rights, or (iii) obligates Seller or the Company to grant, offer or enter into any of the foregoing. As of the date hereof Seller owns, and as of the Closing Date Seller will own, the Shares, free and clear of all Encumbrances, other than the obligation hereunder to sell the Shares to Purchaser and except for restrictions on transfer or resale imposed under applicable federal securities laws. Upon the conveyance and transfer of the Shares to Purchaser as contemplated hereby, Purchaser shall acquire good and valid title to the Shares, free and clear of all Encumbrances (except as may voteresult from any facts or circumstances relating solely to Purchaser or its Affiliates, and except for restrictions on transfer or resale imposed under applicable federal securities laws) and Purchaser will be entitled to all rights of a holder of the Shares.

Capital Stock of the Company. (i) As of The Shares constitute all the date hereof, the authorized capital stock of the Company consists of 20,000,000 shares of voting common stock, par value $.01 per share, non-voting common stock, $.01 per share, and shares of Class B Convertible Non-Voting Common Stock, par value $.01 per share ("Class B Non-Voting Stock"), of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock are duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 4(d), upon the filing of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will be, no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument to which the Company is a party or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of the Company. There Except for 5,000 shares of common stock which are authorized but not outstanding and the Shares, no other class of capital stock, equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding security, preferred stock, bonds, debentures, notes notes, debt instruments, evidence of indebtedness or other indebtedness having securities of any kind in the right to vote on Company are authorized or outstanding. The Shares have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any matters on which shareholders preemptive rights. As of the date hereof, except as set forth in Section 3.03 of the Disclosure Schedule, there is no, and as of the Closing Date there will be no, security, option, warrant, right, call, subscription, agreement, commitment or understanding of any nature whatsoever, fixed or contingent, that directly or indirectly, (i) except as contemplated by this Agreement, calls for the issuance, sale, pledge or other disposition of any shares of capital stock of the Company or any securities convertible into, or other rights to acquire, any shares of capital stock of the Company, (ii) relates to the voting or control of such capital stock, securities or rights, or (iii) obligates the Seller or the Company to grant, offer or enter into any of the foregoing. As of the date hereof, except as set forth in Section 3.03 of the Disclosure Schedule, the Seller owns, and as of the Closing Date the Seller will own, the Shares, free and clear of all Encumbrances, other than the obligation hereunder to sell the Shares to the Purchaser. Upon the conveyance and transfer of the Shares to the Purchaser as contemplated hereby, the Purchaser shall acquire good and marketable title to the Shares, free and clear of all Encumbrances (except as may voteresult from any facts or circumstances relating solely to the Purchaser or its Affiliates) and the Purchaser will be entitled to all rights of a holder of the Shares.

Capital Stock of the Company. (i) As of the date hereof, the The authorized capital stock of the Company consists of 20,000,000 shares of voting common stock, par value $.01 per share, non-voting common stock, $.01 per share, and 120,565,000 shares of Class B Convertible Non-Voting A Common Stock, par value $.01 0.001 per share ("Class B Non-Voting Stock")share, of which 360,526 1,000 shares, constituting the Common Shares, are issued and outstanding, 20,000 shares of such voting common stockClass A Preferred Stock, 6,999,000 shares par value $0.01 per share, of such non-voting common stock which 20,000 shares, constituting the Class A Preferred Shares, are issued and no outstanding, and 10,000 shares of Class B Non-Voting Stock Preferred Stock, par value $0.01 per share, of which 10,000 shares, constituting the Class B Preferred Shares, are duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 4(d), upon for the filing of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentencesShares, there are, and after the filing of the Recapitalization Amendments there will be, are no shares of capital stock or other equity securities of the Company issued, reserved for issuance or outstanding. Except as set forth on Schedule 4(d)The Shares are duly authorized, no such shares have been validly issued, fully paid and nonassessable and not subject to or issued in violation of, or are subject to, of any purchase option, callcall option, right of first refusal, preemptivepreemptive right, subscription right or any similar right under any provision of applicable lawthe Illinois Business Corporation Act of 1983, the Certificate articles of Incorporation incorporation or Byby-laws of the Company or any agreementContract to which the Company is a party or by which the Company is otherwise bound. There are not any bonds, contract debentures, notes or instrument other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Shares may vote ("Voting Company Debt"). Except as set forth above and under the Rights Plan and the arrangements for payment of certain fixed sales bonuses ("Fixed Sales Bonuses") pursuant to letter agreements dated January 11, 1999 which provide for a maximum aggregate amount payable by the Company of $912,500, there are not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights or other commitments to which the Company is a party or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) bound (i) pursuant to which obligating the Company is or may become obligated to issue, deliver or sell, purchaseor cause to be issued, return delivered or redeem any sold, additional shares of capital stock or other securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, right, security or other commitment, or (iii) that give any person the right to receive any benefits economic benefit or rights right similar to any or derived from the economic benefits and rights enjoyed by or accruing to the holders of Shares. Except as provided in the Articles of Incorporation of the Company, as amended, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company. There are no equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may vote.

Capital Stock of the Company. (i) As of the date hereof, the The authorized capital stock of the Company consists of 20,000,000 25,000,000 shares of voting common Company Common Stock, of which 9,073,653 are issued and outstanding, and 5,000,000 shares of preferred stock, par value $.01 0.01 per share, non-voting common stockof which no shares are issued and outstanding. In addition, $.01 per share, and 2,500,000 shares of Class B Convertible Non-Voting Company Common Stock were reserved for issuance pursuant to the Option Plan and, as of the date of this Agreement, 75,000 shares of Company Common Stock had been issued pursuant to the exercise of options under the Option Plan. As of the date of this Agreement, there are no outstanding options, warrants, or other agreements to acquire any shares of Company Common Stock, par value $.01 per share except as disclosed in Section 2.2 of that certain letter of even date herewith from the Company to Parent (the "Class B Non-Voting StockCompany Disclosure Letter"), of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock are duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 4(d), upon the filing of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will beabove, no shares of capital stock or other equity voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth on Schedule 4(d), no such Excluding the number of shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument to which the Company is a party or Common Stock currently owned by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(dRoyalstar (4,419,110), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem any and will be 4,654,543 shares of capital stock or other securities Company Common Stock issued and outstanding as of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders date of shares this Agreement and as of capital stock of the Company. There are no equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d)Effective Time. There are no outstanding stock appreciation rights. The Company has not issued any bonds, debentures, notes or other indebtedness of the Company that, by the terms thereof, grant the holder thereof (other than Parent), the right to vote (or are convertible into, or exchangeable for, securities having the right to vote vote) on any matters on which shareholders stockholders of the Company may vote. There are no shares of Company Common Stock held in the treasury of the Company. The issued and outstanding shares of Company Common Stock have been and are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. Except as disclosed in the Filed SEC Documents (as defined below), the Company has not, subsequent to December 31, 1995, 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 other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock. The Company has not heretofore agreed to take any such action, will not take any such action during the period between the date of this Agreement and the Effective Time of the Merger, and there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company.

Capital Stock of the Company. The authorized capital stock ---------------------------- of the Company consists of (i) As 100,000,000 shares of Common Stock, of which 15,000,000 shares are issued and outstanding and 3,180,188 shares are reserved for issuance under the 1995 Plan, and (ii) 20,000,000 shares of preferred stock, of which 503,511 shares of Series A Preferred Stock are, as of the date hereofof this Agreement, and will be, as of the authorized date of the First Closing Stock Purchase or the Adjusted First Closing Stock Purchase, as the case may be, issued and outstanding; no shares of capital stock will be issued to any Person other than DC prior to any Closing Date, except as contemplated hereby and there are no other shares of capital stock of the Company consists of 20,000,000 issued, or reserved for issuance, or outstanding. The outstanding shares of voting common stock, par value $.01 per share, non-voting common stock, $.01 per shareCommon Stock are, and shares of Class B Convertible Non-Voting the Common Stock, par value $.01 per share ("Class B Non-Voting Stock"), of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock are duly authorized and validly to be issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 4(d), upon the filing conversion of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Series A Preferred Stock will be be, duly authorized and authorized, validly issued and outstandingissued, fully paid and nonassessable. Except as set forth in the two preceding sentencesDisclosure Schedule, there arethe outstanding shares of Common Stock are not, and after the filing Common Stock to be issued upon conversion of the Recapitalization Amendments there Series A Preferred Stock will not be, subject to any preemptive, first refusal or other subscription rights, other than as provided for in this Agreement. The issuance of all the Aggregate Shares has been duly and validly authorized. All the Aggregate Shares, when issued in compliance with this Agreement and the Articles and upon receipt of payment therefore, if any, are or will be, no shares of capital stock as applicable, validly issued, fully paid and nonassessable and are not or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares will not have been issued in violation of, or are and will not be subject to, any purchase option, call, right of first refusal, preemptive, first refusal or other subscription or similar right under rights (except as provided in this Agreement) and will not result in the anti- dilution provisions of any provision of applicable law, the Certificate of Incorporation or By-laws other security of the Company or any agreement, contract or instrument to which the Company is a party or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of the Company. There are no equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may votebecoming applicable.

Capital Stock of the Company. The authorized capital stock of the Company consists solely of (i) 1,040,000 shares of Old Class A Common Stock, (ii) 1,040,000 shares of Old Class B Common Stock, (iii) 80,168 shares of Old Series A Preferred Stock, and (iv) 250,000 shares of Old Series B Preferred Stock. As of the date hereof, there are no other shares of capital stock outstanding or reserved for issuance except pursuant to the Company's Executive Stock Option Plan, as amended. Upon the Recapitalization Closing, the authorized capital stock of the Company consists will consist solely of 20,000,000 (i) 5,000,000 shares of voting common stockNew Class A Common Stock, par value $.01 per share(ii) 5,000,000 shares of New Class B Common Stock, non-voting common (iii) 293,123.320 shares of New Series A Preferred Stock and (iv) 2,000,000 shares of a class of preferred stock, $.01 par value per share. Following the Recapitalization, and all of the outstanding shares of Class B Convertible Non-Voting Common StockNew Stock will (i) have been duly authorized, par value $.01 per share ("Class B Non-Voting Stock"), of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock are duly authorized and validly issued and outstandingfully paid and will be non-assessable free and clear of all Liens and (ii) be the only issued and outstanding capital stock of the Company. The Company owns all of the outstanding shares of capital stock of Aetna (consisting of 1,000 shares of common stock) and Aetna owns all of the outstanding shares of capital stock of Export (consisting of 1,000 shares of common stock), and all such shares are duly authorized, validly issued, fully paid and nonassessablenon-assessable, and free and clear of all preemptive rights and all Liens. Except as set forth on Schedule 4(d), upon There are no agreements or understandings to which the filing of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock Company or any subsidiary of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in is a party with respect to the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will be, no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation voting of, or are subject toother interest in, any purchase option, call, right shares of first refusal, preemptive, subscription Old Stock or similar right under New Stock or which restricts the transfer of any provision of applicable law, the Certificate of Incorporation or By-laws such shares. There are no outstanding contractual obligations of the Company or any agreement, contract or instrument to which subsidiary of the Company is a party to repurchase, redeem or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem otherwise acquire any shares of capital stock or other securities Option of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock subsidiary of the Company, or to make any investment in any subsidiary or any other person. There are no equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may vote.3.4

Capital Stock of the Company. (i) As of The Shares constitute ---------------------------- all the date hereof, the authorized capital stock of the Company consists of 20,000,000 shares of voting common stock, par value $.01 per share, non-voting common stock, $.01 per share, and shares of Class B Convertible Non-Voting Common Stock, par value $.01 per share ("Class B Non-Voting Stock"), of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock are duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 4(d), upon the filing of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will be, no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument to which the Company is a party or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of the Company. There Except for 5,000 shares of common stock which are authorized but not outstanding and the Shares, no other class of capital stock, equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding security, preferred stock, bonds, debentures, notes notes, debt instruments, evidence of indebtedness or other indebtedness having securities of any kind in the right to vote on Company are authorized or outstanding. The Shares have been duly authorized and validly issued and are fully paid and non- assessable and were not issued in violation of any matters on which shareholders preemptive rights. As of the date hereof, except as set forth in Section 3.03 of the Disclosure Schedule, there is no, and as of the Closing Date there will be no, security, option, warrant, right, call, subscription, agreement, commitment or understanding of any nature whatsoever, fixed or contingent, that directly or indirectly, (i) except as contemplated by this Agreement, calls for the issuance, sale, pledge or other disposition of any shares of capital stock of the Company or any securities convertible into, or other rights to acquire, any shares of capital stock of the Company, (ii) relates to the voting or control of such capital stock, securities or rights, or (iii) obligates the Seller or the Company to grant, offer or enter into any of the foregoing. As of the date hereof, except as set forth in Section 3.03 of the Disclosure Schedule, the Seller owns, and as of the Closing Date the Seller will own, the Shares, free and clear of all Encumbrances, other than the obligation hereunder to sell the Shares to the Purchaser. Upon the conveyance and transfer of the Shares to the Purchaser as contemplated hereby, the Purchaser shall acquire good and marketable title to the Shares, free and clear of all Encumbrances (except as may voteresult from any facts or circumstances relating solely to the Purchaser or its Affiliates) and the Purchaser will be entitled to all rights of a holder of the Shares.