Common use of Capital Structure of the Company Clause in Contracts

Capital Structure of the Company. The entire authorized capital stock of the Company consists solely of 25,000,000 shares of common stock, no par value, of which 6,022,000 shares are issued and outstanding, and 5,000,000 shares of preferred stock, no par value, none of which are outstanding. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, are not subject to preemptive rights and were issued in full compliance with all federal, state and local laws, rules and regulations. Except for the Securities and options to purchase Common Stock and warrants to purchase Common Stock as set forth on Schedule 5.12 hereto and the options issuable under the Company's Stock Option Plan to purchase 600,000 shares of Common Stock, there are no outstanding or authorized subscriptions, options, warrants, calls, commitments, agreements or arrangements of any kind relating to the issuance, transfer, delivery or sale of any additional shares of capital stock or other securities of the Company, including, but not limited to, any right of conversion or exchange under any outstanding security, agreement or other instrument. None of the options and warrants to purchase Common Stock will have their vesting period accelerated as a result of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (other than any subsequent tender offer by Conseco, Inc.). Except as set forth on Schedule 5.12, there are no authorized or outstanding voting agreements, voting trusts, proxies, stockholder agreements, rights to purchase, transfer restrictions, or other similar arrangements with respect to any of the capital stock of the Company of which the Company has knowledge. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company. The Company has no indebtedness for dividends, interest or other distributions declared or accumulated but unpaid with respect to any securities of the Company. No Person has a claim arising out of a violation of any preemptive rights of a stockholder of the Company, nor any claim based upon ownership, repurchase or redemption of any shares of the Company's capital stock.

Capital Structure of the Company. The entire authorized capital stock of the Company consists solely of 25,000,000 shares of common stock, no par value, of which 6,022,000 shares are issued and outstanding, and 5,000,000 shares of preferred stock, no par value, none of which are outstanding. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, are not subject to preemptive rights and were issued in full compliance with all federal, state and local laws, rules and regulations. Except for the Securities and options to purchase Common Stock and warrants to purchase Common Stock as set forth on Schedule 5.12 hereto and the options issuable under the Company's Stock Option Plan to purchase 600,000 7,000,000 shares of Common Stock, of which 3,629,103 shares are issued and outstanding as of the date hereof and 2,408 shares are issuable upon the vesting of Restricted Stock. Schedule 3.2 sets forth a list of the names of each Stockholder and each holder of a Restricted Stock which were granted by the Company pursuant to Restricted Stock Agreements and the number of shares of Common Stock held by each such Stockholder (or issuable upon the vesting of such Restricted Stock, as applicable) as of the date hereof. All outstanding shares of Common Stock are duly authorized and validly issued, fully paid and nonassessable, and were not issued in violation of any preemptive or other similar rights. Except for the Equity Incentive Plan, the Option Agreements, and the Restricted Stock Agreements entered into thereunder, the Shareholders’ Agreement and Management Shareholders’ Agreement, as of the date hereof there are no (x) outstanding or authorized subscriptions, options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements or arrangements of any kind relating to providing for the issuancepurchase, transfer, delivery issuance or sale of any additional shares of the capital stock of the Company (y) outstanding obligations, contingent or other securities otherwise, of the Company to repurchase, redeem or otherwise acquire any equity interests of the Company, includingor (z) to the Company’s Knowledge, but not limited tovoting trusts, any right of conversion or exchange under any outstanding security, agreement proxies or other instrument. None agreements among the Stockholders with respect to the voting or transfer of the options and warrants to purchase Common Stock will have their vesting period accelerated as a result of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (other than any subsequent tender offer by Conseco, Inc.)Shares. Except as set forth on Schedule 5.123.2, there are no authorized or outstanding voting agreements, voting trusts, proxies, stockholder agreements, rights Stockholder is entitled to purchase, transfer restrictions, or other similar arrangements with respect to the payment of any of the capital stock of dividends from the Company after the date hereof on account of which such Stockholder’s ownership of Common Stock on or before the Company has knowledge. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company. The Company has no indebtedness for dividends, interest or other distributions declared or accumulated but unpaid with respect to any securities of the Company. No Person has a claim arising out of a violation of any preemptive rights of a stockholder of the Company, nor any claim based upon ownership, repurchase or redemption of any shares of the Company's capital stockdate hereof.

Capital Structure of the Company. The entire authorized capital stock of the Company consists solely of 25,000,000 shares of common stock, no par value, of which 6,022,000 shares are issued and outstanding, and 5,000,000 shares of preferred stock, no par value, none of which are outstanding. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, are not subject to preemptive rights and were issued in full compliance with all federal, state and local laws, rules and regulations. Except for the Securities and options to purchase Common Stock and warrants to purchase Common Stock as set forth on Schedule 5.12 5.20 to the Capitol American Purchase Agreement hereto and shares issuable pursuant to the Debentures (as defined in the Capitol American Purchase Agreement), the options issuable under the Company's Stock Option Plan to purchase 600,000 shares of Common StockStock and shares issuable pursuant to the Debentures (as defined in the Capitol American Purchase Agreement), there are no outstanding or authorized subscriptions, options, warrants, calls, commitments, agreements or arrangements of any kind relating to the issuance, transfer, delivery or sale of any additional shares of capital stock or other securities of the Company, including, but not limited to, any right of conversion or exchange under any outstanding security, agreement or other instrument. None of the options and warrants to purchase Common Stock will have their vesting period accelerated as a result of this Agreement, the Ancillary Supplemental Agreements and the transactions contemplated hereby and thereby (other than any subsequent tender offer by Conseco, Inc.). Except as set forth on Schedule 5.12said Section 5.20 and except for the Stockholders Agreement, there are no authorized or outstanding voting agreements, voting trusts, proxies, stockholder agreements, rights to purchase, transfer restrictions, or other similar arrangements with respect to any of the capital stock of the Company of which the Company has knowledge. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company. The Company has no indebtedness for dividends, interest or other distributions declared or accumulated but unpaid with respect to any securities of the Company. No Person has a claim arising out of a violation of any preemptive rights of a stockholder of the Company, nor any claim based upon ownership, repurchase or redemption of any shares of the Company's capital stock.

Capital Structure of the Company. (a) The entire authorized capital stock of the Company consists solely of 25,000,000 (i) 200,000,000 shares of common stock, no par valueCompany Common Stock, of which 6,022,000 110,711,498 shares are were issued and outstandingoutstanding as of the close of business on April 4, 2018 (the “Capitalization Date”), and 5,000,000 (ii) 10,000,000 shares of preferred stock, no par valuevalue $0.01 per share, none of which are outstandingno shares were issued and outstanding as of the close of business on the Capitalization Date. All of the issued outstanding shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. The only shares of Company Common Stock reserved for issuance as of the Capitalization Date, were 13,883,391 shares of Company Common Stock reserved for issuance pursuant to the Stock Plans. Each of the outstanding shares of capital stock of each of the Company have been Company’s Subsidiaries is duly authorized, are not subject to preemptive rights validly issued, fully paid and were issued in full compliance with all federal, state nonassessable and local laws, rules and regulations. Except for owned by the Securities and options to purchase Common Stock and warrants to purchase Common Stock as set forth on Schedule 5.12 hereto and the options issuable under the Company's Stock Option Plan to purchase 600,000 shares of Common Stock, there are no outstanding Company or authorized subscriptions, options, warrants, calls, commitments, agreements by a direct or arrangements of any kind relating to the issuance, transfer, delivery or sale of any additional shares of capital stock or other securities indirect wholly owned Subsidiary of the Company, includingfree and clear of any pledge, but lien, charge, security interest, adverse right or other encumbrance (an “Encumbrance,” and any action of correlative meaning, to “Encumber”), and (i) not limited tosubject to any preemptive rights or any restriction on the right to vote, transfer, sell or otherwise dispose of such outstanding capital stock and (ii) not subject to or issued in violation of any purchase option, call option, right of conversion first refusal, preemptive right, subscription right or exchange any similar right, commitment, understanding, restriction or arrangement under any provision of applicable Law or the Organizational Documents of the Company or any of its Subsidiaries. The Company does not have outstanding securityany bonds, agreement debentures, notes or other instrument. None obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the options and warrants to purchase Common Stock will have their vesting period accelerated as a result Company on any matter. Since the Capitalization Date through the date of this Agreement, neither the Ancillary Agreements and Company or any of its Subsidiaries has (i) issued any Company Securities or incurred any obligation to make any payments to any Person based on the transactions contemplated hereby and thereby price or value of any Company Securities or (other than 2) established a record date for, declared, set aside for payment or paid any subsequent tender offer by Conseco, Inc.). Except as set forth on Schedule 5.12, there are no authorized or outstanding voting agreements, voting trusts, proxies, stockholder agreements, rights to purchase, transfer restrictionsdividend on, or made any other similar arrangements with distribution in respect to any of the capital stock of the Company of which the Company has knowledge. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company. The Company has no indebtedness for dividends, interest or other distributions declared or accumulated but unpaid with respect to any securities of the Company. No Person has a claim arising out of a violation of any preemptive rights of a stockholder of the Company, nor any claim based upon ownership, repurchase or redemption of any shares of the Company's capital stockCompany Securities.

Capital Structure of the Company. The entire authorized capital stock of the Company consists solely of 25,000,000 50,000,000 shares of common stock, no par valuevalue $.15 per share, of which 6,022,000 7,002,815 shares are issued and outstandingoutstanding as of September 10, 1996, and 5,000,000 10,000,000 shares of preferred stock, no $1,000 par value, none of which are outstanding. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, are not subject to preemptive rights and were issued in full compliance with all federal, state and local laws, rules and regulations. Except for conversion rights to purchase shares of Common Stock issued to holders of convertible subordinated debentures of the Securities and Company, options to purchase Common Stock and warrants to purchase Common Stock as set forth on Schedule 5.12 hereto and 5.19 hereto, the options issuable under the Company's Stock Option Plan to purchase 600,000 628,500 shares of Common StockStock and options to purchase 40,000 shares of Common Stock granted to the directors of the Company, which have been disclosed to the Purchasers by the Company, and in the SEC Documents there are no outstanding or authorized subscriptions, options, warrants, calls, commitments, agreements or arrangements of any kind relating to the issuance, transfer, delivery or sale by the Company of any additional shares of capital stock or other securities of the Company, including, but not limited to, any right of conversion or exchange granted by the Company under any outstanding security, agreement or other instrument. None of the options and warrants to purchase Common Stock will have their vesting period accelerated as a result of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (other than any subsequent tender offer by Conseco, Inc.). Except as set forth on in Schedule 5.125.19 hereto, there are no authorized or outstanding voting agreements, voting trusts, proxies, stockholder agreements, rights to purchase, transfer restrictions, or other similar arrangements with respect to any of the capital stock of the Company of which except as identified within the Company has knowledgeSEC Documents. There Except with respect to its outstanding convertible debentures and except as otherwise set forth on Schedule 5.19 hereto, there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company. The Except as set forth on Schedule 5.19, the Company has no indebtedness for dividends, interest or other distributions declared or accumulated but unpaid with respect to any securities of the Company. No Person has a claim arising out of a violation of any preemptive rights of a stockholder of the Company, nor any claim based upon ownership, repurchase or redemption of any shares of the Company's capital stock.

Capital Structure of the Company. The entire authorized capital stock of the Company consists solely of 25,000,000 (A) 1,569,514 shares of Class A common stock, no par valuestock which is convertible as provided in the Company's Articles of Incorporation into the Class B voting common stock of the Company, of which 6,022,000 47,473 shares are issued and outstandingoutstanding and owned exclusively by Prudential and 2,431 shares are issued and outstanding and owned exclusively by Northeast, all of which will be effectively redeemed and 5,000,000 retired upon consummation of the Redemption Closing; and (B) 254,018 shares of preferred Class B common stock, no par value, none of which 254,018 shares are issued and outstanding. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, are not subject to preemptive rights and were issued in full compliance with all federal, state and local laws, rules and regulations. Except for Upon redemption of the Securities and options to purchase Common Stock and warrants to purchase Common Stock Warrants as set forth on Schedule 5.12 hereto and the options issuable under the Company's Stock Option Plan to purchase 600,000 shares of Common Stockcontemplated by Article II, there are shall be no outstanding or authorized subscriptions, options, warrants, calls, commitments, agreements or arrangements of any kind relating to the issuance, transfer, delivery or sale of any additional shares of capital stock or other securities of the Company, including, but not limited to, any right of conversion or exchange under any outstanding security, agreement or other instrument. None of the options and warrants to purchase Common Stock will have their vesting period accelerated as a result of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (other Other than any subsequent tender offer by Conseco, Inc.). Except as set forth on Schedule 5.12in the Disclosure Letter, there are no authorized or outstanding close corporation agreements, voting agreements, voting trusts, proxies, stockholder shareholder agreements, rights to purchase, transfer restrictions, or other similar arrangements with respect to any of the capital stock of the Company of which the Company has knowledgeCompany. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company. The Company has no indebtedness liability for dividends, interest or other distributions declared or accumulated but unpaid with respect to any securities of the CompanyCompany other than accrued and deferred interest on the Conseco Debt. The Company has not distributed any cash or other property to any Seller or any other person or entity in contemplation of the transactions contemplated hereby, other than regularly scheduled payments made by the Company pursuant to the terms of the documents evidencing the Conseco Debt. No Person person or entity has a claim arising out of a violation of any preemptive rights of a stockholder of the Company, nor any claim based upon ownership, repurchase or redemption of any shares of the Company's capital stock.

Capital Structure of the Company. The entire authorized capital stock of the Company consists solely of 25,000,000 shares of common stock, no par value, of which 6,022,000 shares are issued and outstanding, and 5,000,000 shares of preferred stock, no par value, none of which are outstanding. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, are not subject to preemptive rights and were issued in full compliance with all federal, state and local laws, rules and regulations. Except for the Securities and options to purchase Common Stock and warrants to purchase Common Stock as set forth on Schedule 5.12 5.20 hereto and the options issuable under the Company's Stock Option Plan to purchase 600,000 shares of Common Stock, there are no outstanding or authorized subscriptions, options, warrants, calls, commitments, agreements or arrangements of any kind relating to the issuance, transfer, delivery or sale of any additional shares of capital stock or other securities of the Company, including, but not limited to, any right of conversion or exchange under any outstanding security, agreement or other instrument. None of the options and warrants to purchase Common Stock will have their vesting period accelerated as a result of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (other than any subsequent tender offer by Conseco, Inc.). Except as set forth on Schedule 5.12Section 5.20, there are no authorized or outstanding voting agreements, voting trusts, proxies, stockholder agreements, rights to purchase, transfer restrictions, or other similar arrangements with respect to any of the capital stock of the Company of which the Company has knowledge. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company. The Company has no indebtedness for dividends, interest or other distributions declared or accumulated but unpaid with respect to any securities of the Company. No Person has a claim arising out of a violation of any preemptive rights of a stockholder of the Company, nor any claim based upon ownership, repurchase or redemption of any shares of the Company's capital stock.