Common use of Capital Structure Clause in Contracts

Capital Structure. The authorized capital stock of Parent consists of 320,000,000 shares of Parent Common Stock. At the close of business on June 30, 2001, (i) 156,074,952 shares of Parent Common Stock were issued and outstanding, (ii) 81,175,767 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent 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 Parent or of any of its subsidiaries or obligating Parent 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 Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liens.

Capital Structure. The authorized capital stock of the Parent consists of 320,000,000 100,000,000 shares of Parent Common Stock, and 10,000,000 shares of preferred stock, par value $0.001 per share. At As of the close date of business on June 30, 2001, this Agreement (ia) 156,074,952 312,730 shares of Parent Common Stock were are issued and outstanding, ; (iib) 81,175,767 no shares of preferred stock are outstanding and (c) no shares of Parent Common Stock were or preferred stock are held by the Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent were are issued, reserved for issuance or outstanding. All issued and outstanding shares of the capital stock of the Parent are, and all such shares which that may be issued pursuant prior to this Agreement the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. To right, subscription right or any similar right under any provision of the knowledge General Corporation Law of Parentthe State of Delaware, there are no voting truststhe Parent Charter, voting agreements, irrevocable proxies the Parent Bylaws or other agreements with respect any Contract to any voting shares of capital stock of Parentwhich the Parent is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Parent Stock may votevote (“ Voting Parent Debt”). Except as set forth above, as of the date of this Agreement, there There are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which any of them it is bound (a) obligating the Parent 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 equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Parent or of any of its subsidiaries or obligating other equity interest in, the Parent or any of its subsidiaries Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. There As of the date of this Agreement, there are no not any outstanding contractual obligations of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liens.

Capital Structure. The authorized capital stock of Parent consists of 320,000,000 100,000,000 shares of Parent Common Stock. At the close , no par value, of business on June 30, 2001, (i) 156,074,952 which 7,325,000 shares of Parent Common Stock were are issued and outstanding, (ii) 81,175,767 outstanding and no shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance are issuable upon the exercise of outstanding employee stock warrants, convertible notes, options to purchase shares of Parent Common Stockand otherwise. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting equity securities of the Parent were are issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are nonassessable, not subject to preemptive rights, and were not issued in violation compliance with all applicable state and federal laws concerning the issuance of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parentsecurities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent 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 equity securities of Parent or of any of its subsidiaries or obligating Parent 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 obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists of 25,000 1,000 shares of common stockstock (of which 900 shares are owned by the Parent and 100 shares owned by the Company), no par value $0.001 per share, of which 100 1,000 shares have been validly issued, are fully paid and nonassessable nonassessable, were issued in compliance with all applicable state and federal laws concerning the issuance of securities, and are owned by Parent Parent, free and clear of any Lienslien.

Capital Structure. The authorized shares of capital stock of Parent consists of 320,000,000 and the outstanding shares of such capital stock and the outstanding awards to purchase Parent Common Stock. At , as of the close date of business on June 30this Agreement, 2001, are as provided in Section 3.2(c) of the Disclosure Letter. (i) 156,074,952 As of the date of this Agreement, except as disclosed in Section 3.2(c) of the Disclosure Letter, there are no issued and outstanding or reserved for issuance: (A) shares or other equity securities of Parent; (B) restricted shares of Parent Common Stock were issued and outstandingor performance stock awards relating to the equity interests of Parent, whether under a Parent Stock Plan or otherwise; (C) securities of Parent or any Parent Subsidiary convertible into or exchangeable for stock or other equity securities of Parent or any Parent Subsidiary; and (D) Convertible Rights to which Parent or any Parent Subsidiary is a party or by which it is bound in any case obligating Parent or any Parent Subsidiary to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, stock or other equity securities of Parent or of any Parent Subsidiary, or obligating Parent or any Parent Subsidiary to grant, extend or enter into any such subscription, option, warrant, conversion right, stock appreciation right, call, right, commitment, arrangement or agreement. (ii) 81,175,767 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement reserved for issuance will be, when issuedupon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not or issued in violation of, any preemptive right, purchase option, call option, right of first refusal, subscription or any other similar right. (i) All dividends or distributions on securities of Parent or any material dividends or distributions on any securities of any preemptive rights. To Parent Subsidiary (other than any wholly owned Parent Subsidiaries) that have been declared or authorized prior to the knowledge date of Parentthis Agreement have been paid in full, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth abovethan, as of the date hereof dividends that accrue under the preferred stock of Parent that are issued and outstanding. (ii) Except for this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, not any: (A) shareholder agreements, arrangements voting trusts, proxies or undertakings other agreements or understandings relating to the voting of any kind shares of Parent to which Parent or any of its subsidiaries Parent Subsidiary is a party or by which any of them it is bound obligating Parent or (B) agreements or any of its subsidiaries understandings relating to issue, deliver the sale or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or transfer (including agreements imposing transfer restrictions) of any of its subsidiaries or obligating Parent 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 shares of Parent or any Parent Subsidiary is a party or by which it is bound. (C) No holder of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of securities in Parent or any Parent Subsidiary has any right to have the offering or sale of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated such securities registered by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under Parent Subsidiary, as the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Lienscase may be.

Capital Structure. The authorized capital stock of Parent consists of 320,000,000 8,000,000 shares of Parent Common Stock. The authorized capital stock of Sub consists of 1,000 shares of common stock, without par value, 100 of which are issued and outstanding and are held beneficially and of record by Parent. At the close of business on June 30, 2001the Measurement Date, (i) 156,074,952 5,228,896 shares of Parent Common Stock were issued and outstanding, (ii) 81,175,767 578,135 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 589,575 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options pursuant to purchase shares of the 1986 Stock Option Plan, the 1996 Stock Option Plan, the 1988 Restricted Stock and Cash Bonus Plan and the Stock Retirement Plan for Nonemployee Directors (such plans, collectively, the "Parent Common StockStock Plans"). Except as set forth above, at the close of business on June 30, 2001the Measurement Date, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. At the close of business on the Measurement Date, there were no outstanding stock options, stock appreciation rights or rights (other than employee stock options or other rights ("Parent Employee Stock Options") to purchase or receive Parent Common Stock granted under the Parent Stock Plans) to receive shares of Parent Common Stock on a deferred basis granted under the Parent Stock Plans or otherwise. The Parent Disclosure Schedule sets forth a complete and correct list, as of the Measurement Date, of the number of shares of Parent Common Stock subject to Parent Employee Stock Options. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued, including shares to be issued pursuant to this Agreement Agreement, will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights. To As of the knowledge close of Parentbusiness on the Measurement Date, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are were no bonds, debentures, notes or other indebtedness or securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of Parent may vote. Except as set forth aboveabove or as contemplated by Schedule 6.05(b), as of the date close of this Agreementbusiness on the Measurement Date, there are were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries Subsidiaries is a party or by which any of them is bound obligating Parent or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or of any of its subsidiaries Subsidiaries or obligating Parent or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are Except for agreements entered into with respect to the Parent Stock Plans, as of the close of business on the Measurement Date, there were no outstanding contractual obligations of Parent or any of its subsidiaries Subsidiaries to issue, repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of ParentSubsidiaries. As of the date close of this Agreementbusiness on the Measurement Date, there were no outstanding contractual obligations of Parent to vote or to dispose of any shares of the authorized capital stock of Sub consists any of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liensits Subsidiaries.

Capital Structure. The authorized capital stock of the Parent consists of 320,000,000 shares of Parent Common Stock. At the close of business on June 30, 2001, (i) 156,074,952 500,000,000 shares of Parent Common Stock were issued and outstanding10,000,000 shares of preferred stock, $0.001 par value (“Parent Preferred Stock”). As of the date of this Agreement, (iiA) 81,175,767 25,500,000 shares of Parent Common Stock were held by Parent in its treasuryare issued and outstanding, and (iiiB) 5,233,644 no shares of Company Preferred Stock are issued and outstanding. Since the date of this Agreement, the Parent has not issued any shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of or Parent Common Preferred Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent were are issued, reserved for issuance or outstanding. All issued and outstanding shares of the capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, are duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. To the knowledge of Parentright, there are no voting trusts, voting agreements, irrevocable proxies subscription right or other agreements with respect to any voting shares of capital stock of Parentsimilar right. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Parent Common Stock may votevote (“Voting Parent Debt”). Except as set forth above, as of the date of this Agreement, there There are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them it is bound (i) obligating Parent 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 equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Parent or of any of its subsidiaries or obligating other equity interest in, Parent or any of its subsidiaries Voting Parent Debt, (ii) obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking 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 occurring to holders of the capital stock of the Parent. There are no outstanding contractual obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent. The Parent or its subsidiaries. There are no agreements, arrangements or commitments of is not a party to any character (contingent or otherwise) pursuant to which agreement granting any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result securityholder of the transactions contemplated hereby) or Parent the right to cause the Parent to register shares of the capital stock or any other securities of its subsidiaries to file a registration statement the Parent held by such securityholder under the Securities Act. At the Initial Closing, or which otherwise relate Parent shall deliver to the registration of any securities of Parent. As Company a certified stockholder list generated by its stock transfer agent which shall accurately reflect all of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 issued and outstanding shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liensthe Parent’s Common Stock.

Capital Structure. (i) The authorized capital stock of Parent Purchaser consists of 320,000,000 50,000,000 shares of Parent Purchaser Common Stock. At the close of business on June 30, 2001, (i) 156,074,952 Stock and 1,000,000 shares of Parent undesignated Preferred Stock (“Purchaser Preferred Stock”). (ii) As of the date of this Agreement, (A) 18,314,905 shares of Purchaser Common Stock were are issued and outstanding, all of which are validly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and were issued in full compliance with all applicable laws; and (iiB) 81,175,767 No shares of Parent Common Purchaser Preferred Stock were held by Parent in its treasury, are issued and outstanding. (iii) 5,233,644 The shares of Parent Purchaser Common Stock were reserved to be issued in exchange for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Company Capital Stock upon consummation of the Merger in accordance with this Agreement have been duly authorized and when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and subject to no preemptive rights. (iv) No bonds, debentures, notes or other indebtedness, in each case having the right to vote on any matters on which shareholders of Purchaser may vote, are issued or outstanding. (v) Except as set forth abovein this Section 3.3(c), at as of the close date of business on June 30this Agreement, 2001, (A) no shares of capital stock or other voting securities of the Parent were Purchaser are issued, reserved for issuance or outstanding. All issued , and outstanding (B) other than options to purchase shares of capital stock Purchaser Common Stock, neither the Company nor any of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of its Subsidiaries has or is bound by any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securitiessubscriptions, options, warrants, puts, calls, rights, commitmentsconvertible securities, agreements, arrangements commitments or undertakings agreements of any kind to which Parent character obligating Purchaser or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any additional shares of capital stock of Purchaser (including any rights plan or other voting securities of Parent or of any of its subsidiaries agreement) or obligating Parent Purchaser or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, callputs, rightcalls, commitmentrights, convertible securities, commitment or agreement. Neither Purchaser nor any of its Subsidiaries has or is bound by any rights of any character relating to the purchase, arrangement sale or undertakingissuance or voting of, or right to receive dividends or other distributions on shares of Purchaser Common Stock, or any other security of Purchaser or a Subsidiary of Purchaser or any securities representing the right to vote, purchase or otherwise receive any shares of Purchaser Common Stock or any other security of Purchaser or a Subsidiary of Purchaser. There Other than as stated herein, there are no outstanding securities or instruments that contain any redemption or similar provisions, and there are no outstanding contractual obligations of Parent Purchaser or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent Purchaser or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any LiensSubsidiaries.

Capital Structure. The authorized capital stock of the Parent consists of 320,000,000 Two Hundred Million (200,000,000) shares of common stock, par value $0.0001 per share, and Fifty Million (50,000,000) shares of preferred stock, par value $0.0001 per share, of which (i) 12,269,144 shares of Parent Common Stock. At the close of business on June 30, 2001, (i) 156,074,952 shares of Parent Common Stock were are issued and outstandingoutstanding (after giving effect to the Forward Split but before giving effect to the issuances to be made at Closing and certain cancellations or outstanding Parent Stock), (ii) 81,175,767 no shares of Parent Common Stock were held by Parent in its treasurypreferred stock are outstanding, and (iii) 5,233,644 no shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee or preferred stock options to purchase shares of are held by the Parent Common Stockin its treasury. Except as set forth above, at the close of business on June 30, 2001, no No other shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of the capital stock of the Parent are, and all such shares which that may be issued pursuant prior to this Agreement the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to and were not or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. To right, subscription right or any similar right under any provision of the knowledge of ParentNevada Revised Statutes, there are no voting truststhe Parent Charter, voting agreements, irrevocable proxies the Parent Bylaws or other agreements with respect any Contract to any voting shares of capital stock of Parentwhich the Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Parent Stock may votevote (“Voting Parent Debt”). Except as set forth abovein connection with the Transactions, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which any of them it is bound (i) obligating the Parent 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 equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Parent or of any of its subsidiaries or obligating other equity interest in, the Parent or any of its subsidiaries Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking 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 occurring to holders of the capital stock of the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. The Parent or its subsidiaries. There are no agreements, arrangements or commitments of is not a party to any character (contingent or otherwise) pursuant to which agreement granting any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result security holder of the transactions contemplated hereby) or Parent the right to cause the Parent to register shares of the capital stock or any other securities of its subsidiaries to file a registration statement the Parent held by such security holder under the Securities Act, or which otherwise relate . The stockholder list provided to the registration of any securities of Parent. As Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 issued and outstanding shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by the Parent free and clear of any LiensStock as at the Closing.

Capital Structure. (i) The authorized capital stock of Parent consists of 320,000,000 350,000,000 shares of Parent Common Stock. At , of which 250,637,386 shares were issued and outstanding and 260,536 shares were held in treasury as of the close of business on June 30September 7, 20011999, and 300,000 shares of Preferred Stock, no par value (i) 156,074,952 the "Parent Preferred Shares"), of which no shares were outstanding as of the date hereof. All of the outstanding shares of Parent Common Stock were issued have been duly authorized and outstanding, (ii) 81,175,767 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, are validly issued, fully paid and nonassessable and are not nonassessable. As of the date of this Agreement, other than Parent Common Stock subject to and issuance as set forth below, Parent has no shares of Parent Common Stock or Parent Preferred Shares reserved for or subject to issuance. As of September 7, 1999, there were not issued in violation of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting more than 5,344,999 shares of capital Parent Common Stock that Parent was obligated to issue pursuant to the Parent's stock plans, each of Parent. There are no bondswhich plans is listed in Section 5.2(b) of the Parent Disclosure Letter (collectively, debentures, notes or other indebtedness of the "Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may voteStock Plans"). Except as set forth above, as of the date of this Agreement, there are no preemptive or other outstanding securitiesrights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or undertakings commitments to issue or to sell any shares of any kind to which capital stock or other securities of Parent or any of its subsidiaries is a party securities or by which any of them is bound obligating Parent obligations convertible or any of its subsidiaries to issue, deliver exchangeable into or sellexercisable for, or cause giving any Person a right to be issuedsubscribe for or acquire, delivered any securities of Parent, and no securities or soldobligation evidencing such rights are authorized, additional issued or outstanding. As of the date of this Agreement, Parent does not have outstanding any bonds, debentures, notes or other debt 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 Parent on any matter. (ii) The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent, and there are (A) no other shares of capital stock or other voting securities of Parent Merger Sub, (B) no securities of Merger Sub convertible into or of any of its subsidiaries or obligating Parent 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 Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any exchangeable for shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any voting securities of ParentMerger Sub and (C) no options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any capital stock, other voting securities or securities convertible into or exchangeable for capital stock or other voting securities of Merger Sub. As of Merger Sub has not conducted any business prior to the date of this AgreementAgreement and has no, and prior to the authorized capital stock of Sub consists of 25,000 shares of common stockEffective Time will have no, no par value of which 100 shares have been validly issuedassets, are fully paid and nonassessable and are owned by Parent free and clear liabilities or obligations of any Liensnature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capital Structure. The authorized capital stock of the Parent consists of 320,000,000 100,000,000 shares of Parent Common Stock, and 10,000,000 shares of preferred stock, par value $0.001 per share. At As of the close date of business on June 30, 2001, this Agreement (ia) 156,074,952 175,198 shares of Parent Common Stock were are issued and outstanding, ; (iib) 81,175,767 no shares of preferred stock are outstanding and (c) no shares of Parent Common Stock were or preferred stock are held by the Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent were are issued, reserved for issuance or outstanding. All issued and outstanding shares of the capital stock of the Parent are, and all such shares which that may be issued pursuant prior to this Agreement the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. To right, subscription right or any similar right under any provision of the knowledge General Corporation Law of Parentthe State of Delaware, there are no voting truststhe Parent Charter, voting agreements, irrevocable proxies the Parent Bylaws or other agreements with respect any Contract to any voting shares of capital stock of Parentwhich the Parent is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Parent Stock may votevote (“Voting Parent Debt”). Except as set forth above, as of the date of this Agreement, there There are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which any of them it is bound (a) obligating the Parent 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 equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Parent or of any of its subsidiaries or obligating other equity interest in, the Parent or any of its subsidiaries Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. There As of the date of this Agreement, there are no not any outstanding contractual obligations of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liens.

Capital Structure. (a) The authorized capital stock of Parent consists of 320,000,000 shares of Parent Common Stock. At the close of business on June 30, 2001, (i) 156,074,952 40,000,000 shares of Parent Common Stock were and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share. (b) Immediately prior to the Closing, (i) 21,000,000 shares of Parent Common Stock (on a fully diluted basis) shall be issued and outstanding, (ii) 81,175,767 no shares of Parent Preferred Stock are to be issued or outstanding; and (iii) no shares of Parent Common Stock were are to be held by Parent in its treasury, and (iii) 5,233,644 shares the treasury of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common StockParent. Except as set forth described above, at the close of business on June 30, 2001, there shall be no shares of voting or non-voting capital stock stock, equity interests or other voting securities of the Parent were authorized, issued, reserved for issuance or otherwise outstanding. . (c) All issued and outstanding shares of capital stock of Parent Common Stock are, and all shares which may of Parent Common Stock to be issued pursuant to this Agreement in connection with the Merger will be, when issuedissued in accordance with the terms hereof, duly authorized, validly issued, fully paid and nonassessable non-assessable, and are not subject to and were not to, or issued in violation of, any kind of preemptive, subscription or any preemptive kind of similar rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. . (d) There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as described in subsection (b) above or as otherwise set forth above, as of on the date of this AgreementParent Disclosure Schedule, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent 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 Parent or of any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Neither Parent nor any Subsidiary of Parent is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (e) All of the issued and outstanding shares of Parent Common Stock and all equity of its Subsidiaries were issued in compliance in all material respects with all applicable federal and state securities laws. (f) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, no par value per share, all of which are duly authorized, validly issued and fully paid and non-assessable, and all of which are, and at the Effective Time will be, owned by Parent free and clear of any Liens. All issued and outstanding capital stock of the Parent's Subsidiaries were duly authorized, validly issued and fully paid and non-assessable, and all of which are, and at the Effective Time will be and have been, owned by Parent free and clear of any Liens. There are no outstanding contractual obligations of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options to acquire any such shares) or other security or equity interest of Parent or its subsidiariesthe Parent. There Except as described in this Section 3.3, there are no stock-appreciation rights, security-based performance units, phantom stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance or other attribute of the Parent or any of its subsidiaries Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments, including but not limited to royalty payments to be made pursuant to any license or other agreement made by the Parent in the ordinary course of business) or commissions to sales representatives of the Parent or any of its Subsidiaries based upon revenues generated by them without augmentation as a result of the Merger or other transactions contemplated hereby) or to cause the Parent or any of its subsidiaries Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As the Parent or any of its Subsidiaries. (g) There are no voting trusts, registration rights, proxies or other agreements, commitments or understandings of any character to which the Parent or any of its Subsidiaries or, to the knowledge of the date Parent, any of this Agreementthe stockholders of the Parent, is a party or by which any of them is bound with respect to the authorized issuance, holding, acquisition, voting or disposition of any shares of capital stock or other security or equity interest of Sub consists the Parent or any of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liensits Subsidiaries.

Capital Structure. The authorized (i) Immediately prior to the First Closing Date, the issued and outstanding capital stock of Parent consists will consist of 320,000,000 shares a number of Parent Common StockShares sufficient to consummate the Parent Subject Transactions. At All of the close of business on June 30, 2001, (i) 156,074,952 shares of outstanding Parent Common Stock were issued and outstanding, (ii) 81,175,767 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may Shares will be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable. There are no options to purchase Parent Common Shares issued and are not subject outstanding. Except as may be required to and were not issued issue Parent Common Shares or other equity interests in violation of any preemptive rights. To connection with the knowledge of ParentEquity Draw-down, the Rights Offering or the Merger, there are no voting trusts, voting agreements, irrevocable proxies preemptive or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securitiesrights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or undertakings rights of any kind that obligate Parent to which Parent issue or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock sell units or other voting equity securities of Parent or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of Parent, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (ii) Upon any of its subsidiaries or obligating Parent 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 issuance of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation Common Shares as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this AgreementEquity Draw-down, the authorized capital stock Rights Offering or the Merger pursuant to this Agreement and the Plan of Sub consists of 25,000 shares of common stockReorganization, no par value of which 100 shares have been such Parent Common Shares will be duly authorized, validly issued, are fully paid and nonassessable and non-assessable. (iii) Neither Parent nor OV2 has any Subsidiary or otherwise owns an equity interest in any Person, except that if the First Closing occurs after March 31, 2016, Parent may own outstanding equity interests of a Person that is a real estate investment trust under Section 856 of the Code, which equity interests are owned by listed on a nationally recognized stock exchange, in such minimal amount as is reasonably necessary to qualify Parent free and clear as a real estate investment trust under Section 856 of any Liensthe Code.

Capital Structure. The authorized capital stock of the Parent consists ----------------- of 320,000,000 75,400,000 shares of Parent Common Stock, of which 31,224,216 shares were outstanding as of the close of business on September 13, 2000, and 1,000,000 shares of Preferred Stock par value $0.001 per share (the "Parent Preferred ---------------- Shares"), of which no shares were outstanding as of the close of business on ------ September 13, 2000. All of the outstanding Parent Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. The Parent has no Parent Common Stock reserved for issuance, except that, as of September 13, 2000, there were 2,340,000 shares of Parent Common Stock reserved for issuance pursuant to the Parent's 2000 Stock Option Plan (the "Parent Stock Plan"), ----------------- outstanding vested options to purchase 328,620 shares of Parent Common Stock, outstanding unvested options to purchase 1,254,882 shares of Parent Common Stock and outstanding warrants to purchase 257,772 shares of Parent Common Stock. At the close of business on June 30, 2001, (i) 156,074,952 shares of Parent Common Stock were issued and outstanding, (ii) 81,175,767 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities Each of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, each of the Parent's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by the Parent, free and are not subject to and were not issued in violation clear of any preemptive rightslien, pledge, security interest, claim or other encumbrance. To the knowledge of ParentExcept as set forth above, there are no voting trustspreemptive or other outstanding rights, voting options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, irrevocable proxies arrangements, calls, commitments or other agreements with respect rights of any kind that obligate the Parent or any of its Subsidiaries to issue or to sell any voting shares of capital stock or other securities of Parentthe Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Parent or any of its Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. There are no The Parent does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Parent having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the stockholders of the Parent on any matters on which stockholders of matter ("Parent may voteVoting Debt"). Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent 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 Parent or of any of its subsidiaries or obligating Parent 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 Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liens.------------------

Capital Structure. The authorized capital stock of Parent consists of 320,000,000 (i) 130,000,000 shares of Parent Class A Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.01 per share ("Parent Preferred Stock"). At As of the close of business on June 30September 22, 20011997, there are (i) 156,074,952 52,097,548 shares of Parent Class A Common Stock were and no shares of Parent Preferred Stock issued and outstanding, ; (ii) 81,175,767 739,363 shares of Parent Class A Common Stock were held by Parent in its treasury, the treasury of Parent; and (iii) 5,233,644 8,441,164 shares of Parent Class A Common Stock were reserved for issuance upon exercise of outstanding employee stock options pursuant to purchase shares of the Employee Stock Plan, the 1993 Stock Plan for Non-Employee Directors, and the Amended and Restated 1993 Stock Plan (the "Parent Common StockStock Plans"). Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting equity securities of the Parent were are issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent 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 equity or voting securities of Parent or of any of its subsidiaries or obligating Parent 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 Other than pursuant to the Parent Stock Plans and the Citibank Equity Options Stock Buyback Program, there are no outstanding contractual obligations obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the The authorized capital stock of Sub consists of 25,000 100 shares of common stock, no par value $0.01 per share, all of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent Parent, free and clear of any LiensLien.

Capital Structure. (a) The authorized capital stock of Parent consists of 320,000,000 300,000,000 shares of the Parent Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 30, 2001the Measurement Date, (ia) 156,074,952 105,113,103 shares of the Parent Common Stock were issued and outstanding, including 260,296 restricted shares, and (iib) 81,175,767 no shares of Parent Common Preferred Stock were held by issued or outstanding. All issued and outstanding shares of the capital stock of Parent in its treasuryare duly authorized, validly issued, fully paid and non-assessable, and (iii) 5,233,644 shares no class of capital stock of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options is entitled to purchase shares of Parent Common Stockpreemptive rights. Except as set forth above, at the close of business on June 30, 2001the Measurement Date, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding except for (1) an aggregate of 552,361 shares of capital stock Parent Capital Stock reserved for issuance upon redemption of an aggregate of 552,361 Parent OP Common Units in accordance with the current limited partnership agreement of Parent areOP, and all (2) assuming payout of performance share units at target, an aggregate of 1,083,009 shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of Parent Capital Stock reserved for issuance upon settlement or redemption of any preemptive rights. To the knowledge of restricted share units or performance share units granted under Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent’s 2016 Long Term Incentive Plan. There are no bonds, debentures, notes or other indebtedness of Parent or any Parent Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as holders of the date Parent Common Stock, the Parent OP Common Units or the general partnership interests in Parent OP may vote (“Voting Parent Debt”). As of this Agreementthe Measurement Date, there are were no outstanding securities, options, warrants, callsrights, rightsconvertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is Parent Subsidiary was a party or by which any of them is was bound (i) obligating Parent or any of its subsidiaries Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or of any of its subsidiaries Parent Subsidiary or any Voting Parent Debt or (ii) obligating Parent or any of its subsidiaries Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, callsecurity, right, commitment, agreement, arrangement commitment or undertaking. At the close of business on the Measurement Date, there are 105,665,564 Parent OP Common Units issued and outstanding and no preferred units of Parent OP issued and outstanding. There are no outstanding contractual obligations partners of Parent OP or holders of Parent OP Common Units other than as set forth on Section 4.02(a) of the Parent Disclosure Letter. Section 4.02(a) of the Parent Disclosure Letter sets forth the number of partnership units held by each partner in Parent OP. Parent is the sole general partner of Parent OP and owns the general partnership interest free and clear of any Liens and all Parent OP Common Units have been duly authorized and validly issued and are free of preemptive rights. The representations and warranties set forth in this Section 4.02 shall be qualified by the Parent Common Stock Offering as described in Section 6.10. (b) Except as set forth above and as set forth on Section 4.02(b) of the Parent Disclosure Letter, as of the close of business on the Measurement Date, there were no (i) restricted shares, restricted share units, stock appreciation rights, performance shares, performance share 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 value or price of, any capital stock of, or other voting securities or ownership interests in, Parent or any Parent Subsidiary, (ii) voting trusts, proxies or other similar agreements or understandings to which Parent or any Parent Subsidiary was a party or by which Parent or any Parent Subsidiary was bound with respect to the voting of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreementsany Parent Subsidiary, arrangements or (iii) contractual obligations or commitments of any character (contingent or otherwise) pursuant to which Parent or any person is Parent Subsidiary was a party or may be entitled to receive by which Parent or any payment based on Parent Subsidiary was bound restricting the revenuestransfer of, earnings or financial performance requiring the registration for sale of, any shares of capital stock of Parent or any Parent Subsidiary. Neither Parent nor any Parent Subsidiary has granted any preemptive rights, anti-dilutive rights or rights of its subsidiaries first refusal or assets or calculated in accordance therewith (other than ordinary course payments or commissions similar rights with respect to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, capital stock or which otherwise relate to the registration of any securities of Parent. As other equity interests. (c) Except as set forth on Section 4.02(c) of the date Parent Disclosure Letter, all of this Agreement, the authorized outstanding shares of capital stock or other equity interests of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and each Parent Subsidiary are owned by Parent, by another Parent Subsidiary or by Parent and another Parent Subsidiary, free and clear of all Liens and free of any Liensrestriction on the right to vote, sell or otherwise dispose of such capital stock or other equity interests other than transfer and other restrictions under applicable federal and state securities Laws. (d) All dividends or other distributions on the shares of Parent Common Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized and declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Capital Structure. The authorized capital stock (a) Section 3.4 of Parent consists the STEAG Disclosure Schedule sets forth for each of 320,000,000 shares of Parent Common Stock. At the close of business on June 30, 2001, STEAG Subsidiaries: (i) 156,074,952 where such concept is recognized under applicable legal and accounting principles, the number of authorized shares or other units of Parent Common Stock were issued and outstanding, each class or series of capital stock; (ii) 81,175,767 the number of shares or other units of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no shares each class or series of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All which are issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date of this Agreement; (iii) where applicable, the registered share capital; (iv) the number of shares of other units of each class or series of capital stock, if any, which are held in the treasury of such entity as of the date of this Agreement; (v) the number of shares or other units of each class or series of capital stock, if any, which are reserved for issuance, indicating each particular reservation; and (vi) the aggregate number of shares or other units of each class or series of capital stock, if any, subject to employee stock options or other rights to purchase or receive capital stock granted under any stock option or other stock-based employee or non-employee director benefit plans. (b) There are no authorized, issued, reserved for issuance, or outstanding, (i) securities of STEAG or any of the STEAG Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the STEAG Subsidiaries, or (ii) warrants, calls, options, or other rights to acquire from the STEAG Subsidiaries, or any obligation of any of the STEAG Subsidiaries to issue, any shares of capital stock or voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the STEAG Subsidiaries; and, except for this Agreement, there are no outstanding securitiesobligations of the STEAG Subsidiaries to repurchase, optionsredeem, warrants, calls, rights, commitments, agreements, arrangements or undertakings of otherwise acquire any kind to which Parent such securities or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any of its subsidiaries to issue, deliver deliver, or sell, or cause to be issued, delivered delivered, or sold, additional shares of capital stock or other voting securities of Parent or of any of its subsidiaries or obligating Parent 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 Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Lienssecurities.

Capital Structure. The authorized capital stock of the Parent consists of 320,000,000 75,000,000 shares of Parent Common Stock. At the close , of business on June 30, 2001, (i) 156,074,952 which 3,915,160 shares of Parent Common Stock were shall be issued and outstanding, (ii) 81,175,767 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options immediately prior to purchase shares of Parent Common Stockthe Closing. Except as set forth abovedisclosed in the Parent’s public securities filings, at as of immediately prior to the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights. To the knowledge of ParentClosing, there are will be no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of Parent may votethe Parent. Except as set forth abovedisclosed in the Parent’s public securities filings, as of immediately prior to the date of this AgreementClosing, there are will be no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which any of them it is bound obligating the Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares common stock of capital stock the Parent or other equity or voting securities of the Parent or of any of its subsidiaries or obligating the Parent 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 As of immediately prior to the Closing, there will be no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or its subsidiaries. There are no agreements, arrangements securities or commitments obligations of any character (contingent kind convertible into or otherwise) pursuant to which exchangeable for any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance shares of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liensthe Parent.

Capital Structure. The authorized shares of capital stock of Parent consists of 320,000,000 and the outstanding shares of such capital stock and the outstanding awards to purchase Parent Common Stock. At , as of the close date of business on June 30this Agreement, 2001, are as provided in Section 3.2(c) of the Disclosure Letter. (i) 156,074,952 As of the date of this Agreement, except as disclosed in Section 3.2(c) of the Parent Disclosure Letter, there are no issued and outstanding or reserved for issuance: (A) shares or other equity securities of Parent; (B) restricted shares of Parent Common Stock were issued and outstandingor performance stock awards relating to the equity interests of Parent; (C) securities of Parent or any Parent Subsidiary convertible into or exchangeable for stock or other equity securities of Parent or any Parent Subsidiary; and (D) Convertible Rights to which Parent or any Parent Subsidiary is a party or by which it is bound in any case obligating Parent or any Parent Subsidiary to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, stock or other equity securities of Parent or of any Parent Subsidiary, or obligating Parent or any Parent Subsidiary to grant, extend or enter into any such subscription, option, warrant, conversion right, stock appreciation right, call, right, commitment, arrangement or agreement. (ii) 81,175,767 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement reserved for issuance will be, when issuedupon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not or issued in violation of, any preemptive right, purchase option, call option, right of first refusal, subscription or any other similar right. (iii) All dividends or distributions on securities of Parent or any material dividends or distributions on any securities of any preemptive rights. To Parent Subsidiary (other than any wholly owned Parent Subsidiaries) that have been declared or authorized prior to the knowledge date of this Agreement have been paid in full, other than accrued dividends on outstanding preferred stock of Parent. (iv) Except for this Agreement or as disclosed in Section 3.2(c) of the Parent Disclosure Letter, there are no not any: (A) shareholder agreements, voting trusts, voting agreements, irrevocable proxies or other agreements with respect or understandings relating to the voting of any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries Parent Subsidiary is a party or by which any of them it is bound obligating Parent or (B) agreements or any of its subsidiaries understandings relating to issue, deliver the sale or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or transfer (including agreements imposing transfer restrictions) of any of its subsidiaries or obligating Parent 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 shares of Parent or any Parent Subsidiary is a party or by which it is bound. (v) Except as disclosed in Section 3.2(c) of its subsidiaries to repurchasethe Parent Disclosure Letter, redeem or otherwise acquire any shares no holder of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of securities in Parent or any Parent Subsidiary has any right to have the offering or sale of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated such securities registered by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under Parent Subsidiary, as the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Lienscase may be.

Capital Structure. (a) The authorized share capital stock of Parent consists of 320,000,000 shares (i) an unlimited number of Parent Common StockShares and (ii) 10,000,000 preferred shares, without nominal or par value, issuable in series (collectively, the “Parent Preferred Shares” and, together with the Parent Common Shares, the “Parent Shares”). At the close of business on June 30, 2001, the Measurement Date: (iA) 156,074,952 shares of 544,930,072 Parent Common Stock Shares were issued and outstanding and (B) no Parent Preferred Shares were issued and outstanding, . (iib) 81,175,767 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at At the close of business on June 30the Measurement Date, 2001(i) there were (a) 752,014 Parent Common Shares subject to outstanding Parent Restricted Share Awards and (b) 7,281,279 Parent Common Shares subject to outstanding Parent Performance Share Awards, assuming maximum payout multipliers, and (ii) 12,674,050 Parent Common Shares remained available for issuance pursuant to Parent’s Share Award Incentive Plan (the “Parent Equity Plan”). (c) Except as set forth in this Section 5.2 or as issued in accordance with Section 6.2 or upon vesting of equity awards outstanding as of the Measurement Date or issued in accordance with Section 6.2, there are outstanding: (1) no shares Parent Shares or any Voting Debt or other voting or equity securities of capital stock Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for Parent Shares, Voting Debt or other voting securities of the Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent were or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, reserved for issuance delivered, sold, purchased, redeemed or outstanding. All issued and outstanding shares acquired, additional Parent Shares or any Voting Debt or other voting securities of capital stock Parent, or obligating Parent or any Subsidiary of Parent areto grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. (d) All outstanding Parent Shares have been duly authorized and all shares which may are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Shares to be issued pursuant to this Agreement Agreement, when issued in accordance with the terms of this Agreement, will bebe validly issued, fully paid and non-assessable and not subject to preemptive rights. All outstanding Parent Shares have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law, (ii) the Organizational Documents of Parent and (iii) all requirements set forth in applicable Contracts (including the Parent Equity Plan). The Parent Common Shares to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law, (B) the Organizational Documents of Parent and (C) all requirements set forth in applicable Contracts. All outstanding shares in the share capital of, or other equity interests, in the Subsidiaries of Parent are owned by Parent, or a direct or indirect wholly owned Subsidiary of Parent, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable and all such shares or equity ownership interests are set forth in Schedule 5.2 of the Parent Disclosure Letter. There are not subject to and were not issued in violation of any preemptive rights. To the knowledge of Parent, there are no voting trustsshareholder agreements, voting agreements, irrevocable proxies trusts or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries Subsidiaries is a party or by which any of them it is bound obligating Parent or relating to the voting of 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 Parent or of any of its subsidiaries or obligating Parent 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 equity interest of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire Subsidiaries. No Subsidiary of Parent owns any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent Common Shares or any of its subsidiaries or assets or calculated in accordance therewith other Parent Shares. (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated herebye) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, neither Parent nor any of its Subsidiaries has any (i) interests in a material joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person or (ii) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person, in each case other than with respect to its Subsidiaries and its joint ventures listed on Schedule 5.2(e) of the authorized capital stock Parent Disclosure Letter. (f) As of the Closing, 100% of the equity interests of Merger Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are indirectly owned by Parent free and clear of any Liens▇▇▇▇▇▇.

Capital Structure. The (a) As of September 29, 2009, the authorized capital stock of Parent consists consisted of 320,000,000 (i) 200,000,000 shares of Parent Common Stock. At common stock, par value $0.01 per share, of which 41,631,700 shares were outstanding and 328,508 shares were held in the close treasury of business on June 30Parent, 2001, and (iii) 156,074,952 10,000,000 shares of Parent Common Stock preferred stock, par value $0.01 per share, of which no shares were issued outstanding and outstanding, (ii) 81,175,767 no shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares the treasury of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common StockParent. Except as set forth above, at the close of business on June 30, 2001, There are no shares other classes of capital stock or other voting securities of the Parent were issued, reserved for issuance authorized or outstanding. All issued and outstanding shares of the capital stock of Parent are, and all when shares which may be of Parent Common Stock are issued in connection with the Merger or pursuant to this Agreement Section 1.8 and Section 1.9, such shares will be, when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to and were not issued in violation free of any preemptive rights. To . (b) Since June 30, 2009 to the knowledge date of Parentthis Agreement, there are have been no voting trustsissuances of shares of the capital stock or equity securities of Parent or any other securities of Parent other than issuances of shares of Parent Common Stock pursuant to employee benefit, voting director or equity compensation plans, programs or arrangements sponsored or maintained by Parent or any of its Subsidiaries (the “Parent Benefit Plans”). There were outstanding as of June 30, 2009 no options, warrants, calls, commitments, agreements, irrevocable proxies arrangements, undertakings or any other rights to acquire capital stock from Parent other than options, restricted stock and other rights to acquire capital stock from Parent under the Parent Benefit Plans. As of September 29, 2009, there were stock options outstanding representing the right to purchase 196,435 shares of Parent Common Stock under the Parent Benefit Plans, and stock-settled restricted stock units and stock appreciation rights outstanding that would entitle the holders to receive an aggregate of 156,243 shares of Parent Common Stock, based upon the closing price of the Parent Common Stock on that day, and assuming the full vesting of all of such stock-settled restricted stock units and stock appreciation rights. No options, warrants, calls, commitments, agreements, arrangements, undertakings or other agreements with respect rights to any voting shares of acquire capital stock from Parent have been issued or granted since June 30, 2009 to the date of Parent. There are no this Agreement other than pursuant to the Parent Benefit Plans or the ordinary course of business in connection with employment offer letters. (c) No bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which stockholders holders of capital stock of Parent may vote. vote are issued or outstanding. (d) Except as otherwise set forth abovein this Section 4.2, as of the date of this Agreement, (i) there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent 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 Parent or of any of its subsidiaries or obligating Parent 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 Parent or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any of its subsidiaries. There Subsidiaries except for purchases, redemptions or other acquisitions of capital stock or other securities (1) required by the terms of the Parent Benefit Plans, (2) in order to pay Taxes or satisfy withholding obligations in respect of such Taxes in connection with the exercise of Parent stock options, the lapse of restrictions or settlement of awards granted pursuant to the Parent Benefit Plans, or (3) required by the terms of any plans, arrangements or agreements existing on the date hereof between the Parent or any of its Subsidiaries and any director or employee of the Parent or any of its Subsidiaries and (ii) there are no outstanding stock-appreciation rights, security-based performance units, “phantom” stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial stock price performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith Subsidiaries (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or hereby and with respect to cause Parent or any of its subsidiaries to file a registration statement awards granted under the Securities ActParent Benefit Plans). (e) Except as set forth in Section 4.2(e) of the Parent Disclosure Letter and with respect to awards granted under the Parent Benefit Plans, or which otherwise relate to the registration of any securities of Parent. As as of the date of this Agreement, there are no outstanding obligations of Parent or any of its Subsidiaries (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the sales, issuance, repurchase, redemption or 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 Parent Common Stock or other Equity Interests in Parent or any of its Subsidiaries. (f) The authorized capital stock of Merger Sub consists of 25,000 1,000 shares of common stock, no par value $0.01 per share, all of which 100 shares have been are validly issuedissued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, are fully paid and nonassessable and are at the Effective Time will be, owned by Parent free Parent, and clear there are (i) no other shares of capital stock or voting securities of Merger Sub, (ii) no securities of Merger Sub convertible into or exchangeable for shares of capital stock or voting securities of Merger Sub and (iii) no options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any Lienscapital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Merger Sub. (g) The outstanding Equity Interests of Merger Sub II consist of a single membership interest which is, and at the Effective Time will be, owned by Parent, and there are (i) no other shares of capital stock or voting securities of Merger Sub II, (ii) no securities of Merger Sub II convertible into or exchangeable for shares of capital stock or voting securities of Merger Sub II and (iii) no options or other rights to acquire from Merger Sub II, and no obligations of Merger Sub II to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Merger Sub II.

Capital Structure. (i) The authorized capital stock of Parent consists of 320,000,000 800,000,000 shares of Parent Common Stock. At the close , of business on June 30, 2001, (i) 156,074,952 which 461,995,594 shares of Parent Common Stock were issued and outstandingoutstanding as of the date hereof and 100,000,000 shares of Serial Preferred Stock, (ii) 81,175,767 none of which is issued or outstanding on the date hereof. All of the outstanding shares of Parent Common Stock were held by Parent in its treasuryhave been duly authorized and are validly issued, fully paid and (iii) 5,233,644 nonassessable. As of the date hereof, other than up to 4,600,000 shares of Parent Common Stock were reserved for issuance upon exercise issuable pursuant to the (A) terms of outstanding awards under employee stock incentive awards for employees of Parent, or (B) pursuant to this Agreement, there were no options to purchase shares of Parent Common StockStock issued and outstanding. Except as set forth abovein this Section 5.2(b) there are no preemptive or other outstanding rights, at the close options, warrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of business on June 30, 2001, no any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other voting equity securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding except in connection with the Parent were issued, reserved for Merger. (ii) Upon any issuance or outstanding. All issued and outstanding of shares of capital stock of Parent are, and all shares which may be issued Common Stock pursuant to this Agreement Agreement, such shares of Parent Common Stock will be, when issued, be duly authorized, validly issued, fully paid and nonassessable non-assessable, approved for listing on the NYSE, subject only to official notice of issuance, and are freely saleable and not subject to and were not issued in violation of any preemptive rights. To resale restrictions except to the knowledge of Parent, there extent such restrictions are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect due to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as status of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent 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 Parent or of any of its subsidiaries or obligating Parent 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 Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liensholder thereof.

Capital Structure. The authorized capital stock of the Parent consists of 320,000,000 Two Hundred Million (200,000,000) shares of common stock, par value $0.001 per share, of which 75,469,688 shares of Parent Common Stock. At the close of business on June 30, 2001, (i) 156,074,952 shares of Parent Common Stock were are issued and outstanding, (ii) 81,175,767 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no No other shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of the capital stock of the Parent are, and all such shares which that may be issued pursuant prior to this Agreement the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to and were not or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. To right, subscription right or any similar right under any provision of the knowledge of ParentNevada General Corporation Law, there are no voting truststhe Parent Charter, voting agreements, irrevocable proxies the Parent Bylaws or other agreements with respect any Contract to any voting shares of capital stock of Parentwhich the Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Parent Stock may votevote (“Voting Parent Debt”). Except as set forth abovein connection with the Transactions, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which any of them it is bound (i) obligating the Parent 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 equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Parent or of any of its subsidiaries or obligating other equity interest in, the Parent or any of its subsidiaries Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking 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 occurring to holders of the capital stock of the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. The Parent or its subsidiaries. There are no agreements, arrangements or commitments of is not a party to any character (contingent or otherwise) pursuant to which agreement granting any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result security holder of the transactions contemplated hereby) or Parent the right to cause the Parent to register shares of the capital stock or any other securities of its subsidiaries to file a registration statement the Parent held by such security holder under the Securities Act, or which otherwise relate . The stockholder list provided to the registration of any securities of Parent. As Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 issued and outstanding shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by the Parent free and clear of any LiensStock as at the Closing.

Capital Structure. The authorized capital stock of Parent CYIX consists of 320,000,000 75,000,000 shares of Parent Common Stockcommon stock, $0.001 par value. At As of the close of business on June 30date hereof, 2001, (i) 156,074,952 5,870,000 shares of Parent Common Stock were CYIX’s common stock are issued and outstanding, (ii) 81,175,767 outstanding and no shares of Parent Common Stock were CYIX’s common stock are held by Parent CYIX in its treasury; provided, and (iii) 5,233,644 however, that CYIX intends to effect a 1-for-0.481752 reverse split of the CYIX common stock, immediately prior to the Closing, such that the Company shall have only 14,672,865 shares of Parent Common Stock were reserved for issuance upon exercise of common stock issued and outstanding employee stock options after giving effect to purchase shares of Parent Common Stockthe reverse split. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent CYIX were issued, reserved for issuance or outstanding. All issued and outstanding shares of the capital stock of Parent CYIX are, and all such shares which that may be issued pursuant prior to this Agreement the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. To right, subscription right or any similar right under any provision of the knowledge of ParentNevada Revised Statutes, there are no voting truststhe CYIX Charter, voting agreements, irrevocable proxies the CYIX Bylaws or other agreements with respect any Contract to any voting shares of capital stock of Parentwhich CYIX is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of Parent CYIX having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Parent CYIX’s common stock may votevote (“Voting CYIX Debt”). Except as set forth above, as As of the date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which Parent or any of its subsidiaries CYIX is a party or by which any of them it is bound (a) obligating Parent or any of its subsidiaries CYIX to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or of any of its subsidiaries or obligating Parent equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of its subsidiaries or other equity interest in, CYIX or any Voting CYIX Debt, (b) obligating CYIX to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of CYIX. There As of the date of this Agreement, there are no not any outstanding contractual obligations of Parent or any of its subsidiaries CYIX to repurchase, redeem or otherwise acquire any shares of capital stock of Parent CYIX. The stockholder list provided to Goldenway or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person counsel is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues a current stockholder list generated by them without augmentation as a result its stock transfer agent, and such list accurately reflects all of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As issued and outstanding shares of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of CYIX’s common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liens.

Capital Structure. (a) The authorized capital stock of Parent consists of 320,000,000 50,000,000 shares of Parent Common Stock. At the close capital stock. (b) As of business on June 30May 10, 2001, (i) 156,074,952 shares of Parent Common Stock were issued and outstanding, (ii) 81,175,767 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 20012017, no shares of capital stock or other voting securities of the Parent were are issued, reserved for issuance or outstanding. All issued and outstanding , other than: (i) 24,150,938 shares of capital stock Parent Common Stock, all of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, are validly issued, fully paid and nonassessable and are were issued in full compliance with all applicable laws and not subject to and were not issued in violation of any preemptive rights. To , which number includes 175,395 shares of Parent Common Stock granted in respect of outstanding awards of restricted Parent common stock (“Parent Restricted Stock Awards”); and (ii) 98,216 shares of Parent Common Stock reserved for issuance upon the knowledge exercise of Parentoutstanding stock options to purchase shares of Parent Common Stock (“Parent Stock Options”); and (iii) 15,646 shares of Parent Common Stock reserved for issuance upon the vesting of outstanding restricted stock performance awards. (c) Since May 10, there are no voting trusts2017, voting agreementsParent has not (i) issued, irrevocable proxies repurchased, redeemed or acquired any Parent Common Stock, other shares of its capital stock, or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes securities or other indebtedness of Parent having the right to vote (securities convertible or convertible exchangeable into, or exchangeable exercisable for, securities having Parent Common Stock, or any options, warrants, or other rights of any kind to acquire Parent Common Stock, other than the right to vote) on any matters on which stockholders issuance, repurchase, redemption or acquisition of shares of Parent may voteCommon Stock in connection with the exercise, vesting or settlement of Parent Stock Options or Parent Restricted Stock Awards that were outstanding on May 10, 2017 in accordance with their terms (without amendment or waiver since May 10, 2017) or (ii) issued or awarded any options, restricted shares or any other equity-based awards under any of the Parent Stock Plans. Except As used herein, the “Parent Stock Plans” shall mean all employee and director equity incentive plans of Parent as set forth above, in effect as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent 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 Parent or of any of its subsidiaries or obligating Parent 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 Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liens.

Capital Structure. The authorized capital stock of Parent consists of 320,000,000 shares of Parent Common Stock. At the close of business on June 30, 2001, (ia) 156,074,952 shares of Parent Common Stock were issued and outstanding, (ii) 81,175,767 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent 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 Parent or of any of its subsidiaries or obligating Parent 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 Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub Spinco consists of 25,000 One Thousand (1,000) shares of common stockSpinco Common Stock, no par value all of which 100 shares have has been duly authorized and is validly issued, are issued and outstanding and fully paid and nonassessable and are owned by Parent nonassessable, free and clear of any LiensLien, and not issued in violation of any preemptive right or other similar right. As of the date of this Agreement, all of the issued and outstanding capital stock of Spinco is owned by BGI, and there are, and immediately prior to the First Effective Time, there will be (i) no other shares of capital stock, voting securities or other equity interests of Spinco, (ii) no securities or obligations of Spinco convertible into or exchangeable for capital stock, voting securities or other equity interests of Spinco, and (iii) no options or other rights to acquire from Spinco, and no obligations of Spinco to issue, any capital stock, voting securities or other equity interests or securities or obligations convertible into or exchangeable for capital stock, voting securities or other equity interests of Spinco. (b) Spinco has not conducted any business prior to the date of this Agreement and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Transactions. Immediately prior to the First Effective Time, there will be outstanding a number of shares of Spinco Common Stock as is necessary to complete the Initial Spin and the Spinco Distribution in the manner determined by Remainco in accordance with the Separation and Distribution Agreement. (c) Section 6.2(c) of the Spinco Disclosure Letter sets forth, as of the date of this Agreement, each of the Spinco Subsidiaries and the ownership interest of Remainco, directly or indirectly, in each such Spinco Subsidiary. Each of the outstanding shares of capital stock, voting securities or other equity interests of each Spinco Subsidiary has been duly authorized and validly issued and is fully paid and nonassessable and, to the extent owned by a Spinco Entity, is owned free and clear of any Lien (other than Liens for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings and as to which appropriate reserves have been recorded in Spinco’s financial statements). There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate any Spinco Entity to issue or sell any shares of capital stock, voting securities or other equity interests of any such Spinco Entity or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from any such Spinco Entity, any capital stock, voting securities or other equity interests of any such Spinco Entity, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Spinco nor any Spinco Entity has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for capital stock, voting securities or other equity interests having the right to vote) with the equityholders of Spinco or any Spinco Entity on any matter.

Capital Structure. The (a) As of the close of business on the Capitalization Date, the authorized capital stock of Parent consists consisted of 320,000,000 (i) 50,000,000 shares of Parent Common Stock. At , of which 15,194,952 shares were outstanding and 4,940,155 shares were held in the close of business on June 30, 2001, (i) 156,074,952 shares treasury of Parent Common Stock were issued and outstanding, (ii) 81,175,767 5,000,000 shares of preferred stock of Parent, par value $0.04 per share (“Parent Common Stock were held by Parent in its treasuryPreferred Stock”), and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, which no shares were outstanding or held in the treasury of Parent. There are no other classes of capital stock or other voting securities of the Parent were issued, reserved for issuance authorized or outstanding. All issued and outstanding shares of the capital stock of Parent are, and all when shares which may be of Parent Common Stock are issued in connection with the Merger or pursuant to this Agreement Section 1.8 and Section 1.9, such shares will be, when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable, and are not subject to and were not issued in violation of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares class of capital stock is entitled to preemptive rights. (b) From the close of Parentbusiness on the Capitalization Date through the date of this Agreement, there have been no issuances of shares of the capital stock or equity securities of Parent or any other securities of Parent other than issuances of shares of Parent Common Stock pursuant to the exercise of Parent Stock Options outstanding as of the Capitalization Date under the Company Stock Plans. There were outstanding as of the Capitalization Date, no options, warrants, calls, commitments, agreements, arrangements, undertakings or any other rights to acquire capital stock from Parent other than Parent Stock Options as set forth in Section 4.2(b) of the Parent Disclosure Letter. Section 4.2(b) of the Parent Disclosure Letter sets forth a complete and correct list, as of the Capitalization Date, of the number of shares of Parent Common Stock subject to Parent Stock Options, restricted shares of Parent Common Stock (“Parent Restricted Stock”) or any other rights to purchase or receive Parent Common Stock granted under the Parent Stock Plans or otherwise, the dates of grant, the extent to which such options are no vested and, where applicable, the exercise prices thereof. Except as set forth in Section 4.2(b) of the Parent Disclosure Letter, since the Capitalization Date through the date of this Agreement, Parent has not issued or awarded, or authorized the issuance or award of, any options, restricted stock or other equity-based awards under the Parent Stock Plans or otherwise. Immediately prior to the Closing, Parent will have provided to the Company a complete and correct list, as of the Closing, of the number of shares of Parent Common Stock subject to Parent Stock Options, Parent Restricted Stock or any other rights to purchase or receive Parent Common Stock granted under the Parent Stock Plans or otherwise, the dates of grant, the extent to which such options are vested and, where applicable, the exercise prices thereof. No options, warrants, restricted stock units, calls, commitments, agreements, arrangements, undertakings or other rights to acquire capital stock from Parent, or other equity-based awards, have been issued or granted on or after the Capitalization Date through the date of this Agreement. (c) No bonds, debentures, notes or other indebtedness Indebtedness of Parent having the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which stockholders holders of capital stock of Parent may vote. vote are issued or outstanding. (d) Except as otherwise set forth abovein this Section 4.2 or in Section 4.2(d) of the Parent Disclosure Letter, as of the date of this Agreement, (i) there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent 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 Parent or of any of its subsidiaries or obligating Parent 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 Parent or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any of its subsidiaries. There Subsidiaries except for purchases, redemptions or other acquisitions of capital stock or other securities (A) required by the terms of the Parent Benefit Plans, (B) in order to pay Taxes or satisfy withholding obligations in respect of such Taxes in connection with the exercise of Parent Stock Options or the vesting of Parent Restricted Stock, or (C) as required by the terms of, or necessary for the administration of, any plans, arrangements or agreements existing on the date of this Agreement between Parent or any of its Subsidiaries and any director or employee of Parent or any of its Subsidiaries and (ii) there are no outstanding stock-appreciation rights, security-based performance units, shares of “phantom” stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial stock price performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith Subsidiaries (other than ordinary course payments or commissions to sales representatives of under the Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated herebyStock Plans) or to cause Parent or any of its subsidiaries Subsidiaries to file a registration statement under the Securities Act. (e) Except as set forth in this Section 4.2 or in Section 4.2(e) of the Parent Disclosure Letter, or which otherwise relate to the registration of any securities of Parent. As as of the date of this Agreement, there are no outstanding obligations of Parent or any of its Subsidiaries (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the sale, issuance, repurchase, redemption or 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 Parent Common Stock, Parent Preferred Stock or other Equity Interests in Parent or any of its Subsidiaries. (f) Section 4.2(f) of the Parent Disclosure Letter sets forth, as of the date of this Agreement, for each of Parent’s Subsidiaries, (i) its authorized capital stock or other Equity Interests, (ii) 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 (iii) the record owner(s) thereof. Parent owns directly or indirectly, beneficially and of record, all of the issued and outstanding shares of capital stock or other Equity Interests of each of Parent’s 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, non-assessable and free of preemptive rights. Except for the ownership of Equity Interests in (A) Parent’s Subsidiaries and Related Entities and (B) investments in marketable securities and cash equivalents, none of Parent or any of its Subsidiaries 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, to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) in, any of its Subsidiaries or any other Person that is or would reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole. No Subsidiary of Parent owns any Parent Common Stock or other Equity Interest in Parent. (g) The authorized capital stock of Merger Sub consists of 25,000 3,000 shares of common stock, no par value per share, of which 100 shares have been validly issuedare outstanding. All of the issued and outstanding capital stock of Merger Sub is, are fully paid and nonassessable and are at the Effective Time will be, owned by Parent free Parent, and clear there are (i) no other shares of capital stock or voting securities of Merger Sub, (ii) no securities of Merger Sub convertible into or exchangeable for shares of capital stock or voting securities of Merger Sub and (iii) no options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any Lienscapital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Merger Sub.

Capital Structure. (a) The authorized capital stock of Parent consists of 320,000,000 (i) 50,000,000 shares of Parent Common Stock and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share, of Parent (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on the date of this Agreement, (i) 4,695,139 shares of Parent Common Stock were issued and outstanding and no shares of Parent Preferred Stock were issued and outstanding, and (ii) no shares of Parent Common Stock were held by Parent in its treasury. At the close of business on the date of this Agreement, warrants issued pursuant to the warrant agreement dated as of July 30, 2004, between Parent and American Stock Transfer & Trust Company (the “IPO Warrant Agreement”) to purchase 7,390,278 shares of Parent Common Stock (the “Parent Warrants”) were issued and outstanding. At the close of business on the date of this Agreement, 414,861 units were issued and outstanding, which such units consisted of 414,861 shares of Parent Common Stock and warrants to purchase 829,722 shares of Parent Common Stock. At the close of business on June 30the date of this Agreement, 2001, (i) 156,074,952 shares of Parent Common Stock were options issued pursuant to advisory board agreements and outstanding, (ii) 81,175,767 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options a consulting agreement to purchase 60,000 shares of Parent Common Stock, in the aggregate, were issued and outstanding. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, Capital Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. To right, subscription right or any similar right under any provision of the knowledge of ParentDGCL, there are no voting truststhe Parent Charter, voting agreements, irrevocable proxies the Parent Bylaws or other agreements with respect any Contract to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of which Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may voteis a party. Except as set forth aboveabove or in the Section 4.03(a) of the Parent Disclosure Letter and except for an option granted to I-Bankers Securities Incorporated and Newbridge Securities Corporation or their affiliates to purchase 270,000 units (each unit consisting of one share of Parent Common Stock and two Parent Warrants), as of the date of this Agreement, Agreement there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which Parent or any of its subsidiaries Merger Sub is a party or by which any of them is bound (i) obligating Parent or any of its subsidiaries Merger Sub to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or of any of its subsidiaries or Merger Sub, (ii) obligating Parent or any of its subsidiaries Merger Sub to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking 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 occurring to holders of Parent Capital Stock. There As of the date of this Agreement, other than as set forth in the Parent Charter, the Underwriting Agreement, the IPO Warrant Agreement or the Trust Agreement, there are no not any outstanding contractual obligations of Parent or any of its subsidiaries Merger Sub to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments Merger Sub. (b) The authorized capitalization of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 25,000 1,000 shares of common stock, no par value $0.01, all of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any LiensLien.

Capital Structure. The authorized capital stock of Parent Deerfield consists of 320,000,000 300,000,000 shares of Parent Common Stock. At the close of business on June 30common stock, 2001$.001 par value, (i) 156,074,952 and 10,000,000 shares of Parent Common Stock were undesignated preferred stock, $.001 par value. As of the date hereof (a) 275,000,000 shares of Deerfield's common stock are issued and outstanding, (iib) 81,175,767 no shares of Parent Common Stock were preferred stock are issued and outstanding, and (c) no shares of Deerfield's common stock or preferred stock are held by Parent Deerfield in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent Deerfield were issued, reserved for issuance or outstanding. All issued and outstanding shares of the capital stock of Parent Deerfield are, and all such shares which that may be issued pursuant prior to this Agreement the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. To right, subscription right or any similar right under any provision of the knowledge of ParentNevada Revised Statutes, there are no voting truststhe Deerfield Charter, voting agreements, irrevocable proxies the Deerfield Bylaws or other agreements with respect any Contract to any voting shares of capital stock of Parentwhich Deerfield is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of Parent Deerfield having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Parent Deerfield's common stock may votevote ("Voting Deerfield Debt"). Except as set forth above, as As of the date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which Parent or any of its subsidiaries Deerfield is a party or by which any of them it is bound (a) obligating Parent or any of its subsidiaries Deerfield to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or of any of its subsidiaries or obligating Parent equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of its subsidiaries or other equity interest in, Deerfield or any Voting Deerfield Debt, (b) obligating Deerfield to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of Deerfield. There As of the date of this Agreement, there are no not any outstanding contractual obligations of Parent or any of its subsidiaries Deerfield to repurchase, redeem or otherwise acquire any shares of capital stock of Parent Deerfield. The stockholder list provided to Leading Asia or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person counsel is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues a current stockholder list generated by them without augmentation as a result its stock transfer agent, and such list accurately reflects all of the transactions contemplated hereby) or to cause Parent or any issued and outstanding shares of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As Deerfield's common stock as of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Lienssuch report.

Capital Structure. The authorized capital stock of Parent consists of 320,000,000 (i) 300,000,000 shares of Parent Common Stock. At , of which there were issued and outstanding as of the close of business on June 30the date hereof, 2001, (i) 156,074,952 47,286,467 shares of Parent Common Stock and (ii) 100,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued and outstandingoutstanding as of the close of business on the date hereof, (ii) 81,175,767 no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock were held by and other securities exercisable for or convertible into capital stock of Parent in its treasury, and (iii) 5,233,644 that will be outstanding as of the date hereof. The shares of Parent Common Stock were reserved for issuance upon exercise comprising the Stock Consideration and the Earn-Out Shares have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of outstanding employee stock options to purchase this Agreement, the shares of Parent Common StockStock comprising the Stock Consideration and the Earn-Out Shares will be validly issued, fully paid and non-assessable. Except Other than as set forth abovein this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, at the close of business on June 30, 2001, there are no other outstanding shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and no outstanding commitments to issue any shares of capital stock or voting securities of Parent are, and all after the date hereof. All outstanding shares which may be issued pursuant to this Agreement will be, when issued, of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to and were not issued in violation preemptive rights or rights of any preemptive rights. To first refusal created by statute, the knowledge charter, bylaws or equivalent organizational documents of Parentan, there are no voting trustsor any, voting agreements, irrevocable proxies agreement to which Parent is a party or other agreements with respect to any voting shares of capital stock of Parentby which it is bound. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings Contracts of any kind character to which Parent or any of its subsidiaries is a party or by which any of them it is bound obligating Parent or any of its subsidiaries to issue, deliver transfer, deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or transferred, delivered, sold, additional repurchased or redeemed, any shares of capital stock or other voting securities of Parent or of any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement commitment or undertakingContract. There are no outstanding contractual obligations Contracts relating to voting, purchase or sale of Parent Common Stock (i) between or among Parent and any of its subsidiaries stockholders and (ii) to repurchaseSFX’s Knowledge, redeem between or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or among any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Parent’s stockholders. Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned issued by Parent free and clear of any Liensto Other Parties under Other Contribution Agreements will be Parent Common Stock.

Capital Structure. (i) The authorized capital stock of Parent BCC consists of 320,000,000 580,000,000 shares of Parent BCC Common Stock, $0.001 par value, 20,000,000 shares of preferred stock, $0.001 par value per share, of which 1,000 shares are designated as Series A preferred stock (“Series A Preferred Stock”) and 2,900,000 shares are designated as Series E preferred stock (“Series E Preferred Stock”). At Schedule 4.1(e)(i) sets forth, as of the close of business on June 30, 2001Effective Date, (i) 156,074,952 the number of shares of Parent BCC Common Stock were that are issued and outstanding, (ii) 81,175,767 the number of shares of Parent Common Series A Preferred Stock were held by Parent in its treasury, that are issued and outstanding and (iii) 5,233,644 the number of shares of Parent Common Series E Preferred Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or that are issued and outstanding. All issued and outstanding shares of the capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, BCC are duly authorized, validly issued, fully paid and nonassessable nonassessable, and are not subject no class of capital stock is entitled to and were not issued in violation of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting All shares of capital stock BCC Common Stock issued pursuant to the terms of Parent. There are no bondsthis Agreement shall be duly authorized, debenturesvalidly issued, notes or other indebtedness fully paid and non-assessable, and free of Parent having the right to vote preemptive rights. (or convertible into, or exchangeable for, securities having the right to voteii) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date of this Agreement, on Schedule 4.1(e)(ii) there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent BCC or any of its subsidiaries BCC Subsidiary is a party or by which any of them is bound bound, obligating Parent BCC or any of its subsidiaries BCC Subsidiary to issue, deliver or sellsell or create, or cause to be issued, delivered or soldsold or created, additional shares of capital BCC Common Stock, shares of Preferred Stock or other equity securities or phantom stock or other voting securities contractual rights the value of Parent which is determined in whole or in part by the value of any equity security of its subsidiaries or obligating Parent BCC or any of its subsidiaries the BCC Subsidiaries or obligating BCC or any BCC Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of Parent BCC or any of its subsidiaries BCC Subsidiary to repurchase, redeem or otherwise acquire any shares of BCC Common Stock, shares of Preferred Stock, or other equity securities of BCC or any BCC Subsidiary. Neither BCC nor any BCC Subsidiary is a party to or, to the Knowledge of BCC, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent BCC or any of its subsidiaries or assets or calculated in accordance therewith the BCC Subsidiaries. (other than ordinary course payments or commissions to sales representatives iii) The membership interests of Parent based upon revenues generated by them without augmentation as a result Trupet set forth on Schedule 4.1(e)(iii) constitute all of the transactions contemplated herebyissued and outstanding equity interests in Trupet as of the Effective Date, and such membership interests are owned of record by the applicable Trupet Members listed on Schedule 4.1(e)(iii). The membership interests listed on Schedule 4.1(e)(iii) constitute all of the interests in and to Trupet that are held by each Trupet Member. Except as set forth on Schedule 4.1(e)(iii), there exist no rights to purchase, subscriptions, warrants, options, conversion rights, preemptive rights or to cause Parent similar rights, and there are no outstanding equity, appreciation, phantom interest, profits participation or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate other benefit plans relating to the registration membership interests of any securities Trupet. All issued and outstanding membership interests of Parent. As of the date of this AgreementTrupet are: (i) duly authorized, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable non-assessable; (ii) not subject to any preemptive rights created by statute, the Trupet organizational documents, or any agreement to which Trupet is a party; and are owned by Parent (iii) free and clear of any LiensEncumbrances created by Trupet in respect thereof or by any third party. All issued and outstanding membership interests of Trupet were issued in compliance with applicable Law.

Capital Structure. (a) The authorized capital stock of Parent consists of 320,000,000 250,000,000 shares of Parent Common Stock. At . (b) As of the close of business on June 30, 2001, date hereof: (i) 156,074,952 61,541,389 shares of Parent Common Stock were are issued and outstanding, all of which have been duly authorized and validly issued, and are fully paid and nonassessable, (ii) 81,175,767 1,110,577 shares of Parent Restricted Stock are issued and outstanding, all of which have been duly authorized and validly issued, (iii) 3,938,298 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were are reserved for issuance upon exercise of outstanding employee stock options warrants of Parent (excluding any outstanding warrants granted pursuant to purchase the Parent Incentive Plan), (iv) 8,557,461 shares of Parent Common Stock. Stock are reserved for issuance pursuant to the terms of outstanding awards granted pursuant to the Parent Incentive Plan, (v) no shares of Parent Common Stock are reserved for issuance pursuant to the Parent Incentive Plan for awards not yet granted, and (vi) no shares of Parent Common Stock are held in the treasury of Parent. (c) Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities in Section 5.3(c) of the Parent were issuedDisclosure Letter or Section 5.3(b), reserved for issuance or outstanding. All issued and outstanding shares as of capital stock the date of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights. To the knowledge of ParentAgreement, there are no voting trustsoutstanding options, voting agreementswarrants, irrevocable proxies preemptive rights, subscriptions, calls or other Rights, convertible securities, exchangeable securities, agreements with respect or commitments of any character obligating Parent, Merger Sub or any other Subsidiaries of Parent to issue, transfer or sell any voting shares equity interest in Parent, Merger Sub or any other Subsidiary of capital stock of Parent. Parent or securities convertible into or exchangeable for such equity interests. (d) There are no bonds, debentures, notes notes, or other indebtedness Indebtedness or, except for the Parent Common Stock, other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders the Parent Shareholders may vote. None of Parent, Merger Sub or any other Subsidiary of Parent may votehas any Contract or other obligation to repurchase, redeem, or otherwise acquire any shares of Parent Common Stock or any capital stock of any of Parent's Subsidiaries, or make any investment (in the form of a loan, capital contribution, or otherwise) in any of Parent's Subsidiaries or any other Person. None of the outstanding equity securities or other securities of Parent, Merger Sub or any other Subsidiary of Parent was issued in violation of the Securities Act or any other Law. Except as set forth above, as in Section 5.3(d) of the date Parent Disclosure Letter, none of Parent, Merger Sub or any other Subsidiary of Parent owns, or has any Contract or other obligation to acquire, any equity securities or other securities of any Person (other than Subsidiaries of Parent) or any direct or indirect equity or ownership interest in any other business. Except for this Agreement and the Voting and Support Agreement, there are no outstanding securitiesvoting trusts, options, warrants, calls, rights, commitments, agreements, arrangements proxies or undertakings of any kind other Contracts to which Parent Parent, Merger Sub or any other Subsidiary of its subsidiaries Parent is a party or by which any of them is bound obligating with respect to the holding, voting or disposition of any units, shares or any equity interests of Parent, Merger Sub or any other Subsidiary of Parent, except pursuant to the Parent Charter, the Parent Bylaws or the organizational documents of the Subsidiaries of Parent. (e) All of the outstanding shares of capital stock of each of the Subsidiaries of Parent that is a corporation (including Merger Sub) are duly authorized, validly issued, fully paid and nonassessable and each such share owned by Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares Subsidiaries is free and clear of capital stock or other voting securities all Liens. All equity interests in each of the Subsidiaries of Parent that is a partnership or of any of its subsidiaries or obligating limited liability company are duly authorized and validly issued and each such equity interest owned by Parent 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 Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person Subsidiaries is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any all Liens, other than Liens arising under the Parent Credit Agreements.

Capital Structure. (i) The authorized capital stock of Parent SSE consists of 320,000,000 of: (A) 5,000,000 shares of Parent SSE Common Stock. At the close of business on June 30, 2001, ; and (iB) 156,074,952 500,000 shares of Parent preferred stock, no par value. (ii) As of the date of this Agreement: (A) 2,695,902 shares of SSE Common Stock were are issued and outstanding, all of which are validly issued, fully paid and nonassessable and were issued in full compliance with all applicable laws and not in violation of any preemptive rights; (iiB) 81,175,767 no shares of Parent SSE preferred stock are issued and outstanding; (C) 257,971 shares of SSE Common Stock were are reserved for issuance pursuant to outstanding SSE Options; (D) 77,184 shares of SSE Common Stock are reserved for issuance pursuant to outstanding SSE Warrants; and (E) no shares of SSE Common Stock are held in treasury by Parent in its treasury, and SSE or otherwise directly or indirectly owned by SSE. (iii) 5,233,644 Set forth in SSE’s Disclosure Letter is a complete and accurate list of all outstanding SSE Options and SSE Warrants, including the names of the optionees and warrant holders, dates of grant, exercise prices, dates of vesting, dates of termination, shares subject to each grant or warrant and whether stock appreciation, limited or other similar rights were granted in connection with such options or warrants. (iv) No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. SSE may vote are issued or outstanding. (v) Except as set forth abovein this Section 3.2(c), at as of the close date of business on June 30this Agreement, 2001, (A) no shares of capital stock or other voting securities of the Parent were SSE are issued, reserved for issuance or outstanding. All issued outstanding and (B) neither SSE nor any of its Subsidiaries has or is bound by any outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securitiessubscriptions, options, warrants, calls, rights, commitmentsconvertible securities, agreements, arrangements commitments or undertakings agreements of any kind to which Parent character obligating SSE or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any additional shares of capital stock or other voting securities of Parent or of any of its subsidiaries SSE or obligating Parent SSE or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement. As of the date hereof, arrangement or undertaking. There there are no outstanding contractual obligations of Parent SSE or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent SSE or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any LiensSubsidiaries.

Capital Structure. The (i) As of the date hereof, the authorized capital stock of Parent consists consisted of 320,000,000 15,000,000 Parent Ordinary Shares of which 7,360,311 shares of Parent Common Stock. At the close of business on June 30, 2001, (i) 156,074,952 shares of Parent Common Stock were issued and outstanding, (ii) 81,175,767 outstanding and no shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares the treasury of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstandingParent. All issued and outstanding shares of the capital stock of Parent are, and all shares which may be when Parent Ordinary Shares are issued pursuant to this Agreement in the Merger will be, when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to and were not issued in violation free of any preemptive rights. To As of the knowledge of Parentdate hereof, there are no voting trustsoutstanding options, voting agreements, irrevocable proxies warrants convertible securities or other agreements with respect rights to any voting acquire capital stock of Parent. The Parent Disclosure Schedule sets forth a complete and accurate list of each Subsidiary of the Parent and the number of authorized, issued and outstanding shares of capital stock of Parent. There are no each of such Subsidiary. (ii) No bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of capital stock of Parent may vote. Except as set forth above, as vote are issued or outstanding. (iii) As of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries Subsidiaries is a party or by which any of them is bound obligating Parent or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or of any of its subsidiaries Subsidiaries or obligating Parent or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There As of the date of this Agreement, there are no outstanding contractual obligations of Parent or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any LiensSubsidiaries.

Capital Structure. (i) The authorized capital stock of the Parent consists of 320,000,000 100,000,000 shares of Parent Common Stock. At , of which 51,836,000 shares were outstanding as of the close of business on June 30November 1, 20012005, (i) 156,074,952 and 1,000,000 shares of preferred stock, $.001 par value per share, of which 255,000 shares have been designated Series A Preferred Stock and no shares of which are issued and outstanding. All of the outstanding shares of Parent Common Stock were issued have been duly authorized and outstandingare validly issued, fully paid and nonassessable. Other than 7,454,000 shares reserved for issuance under the Parent’s 1996 Incentive Stock Plan, 1997 Distributor Advisory Panel Stock Option Plan, 1997 Surgeon Advisory Panel Stock Option Plan, 2000 Non-Employee Director Stock Option Plan, 2004 Empi Stock Option Plan (ii) 81,175,767 the “Parent Stock Plans”), the Parent has no shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise issuance. Each of the outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of each of the Parent’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for director qualifying shares in jurisdictions in which such shares are required, owned by the Parent or by a direct or indirect wholly-owned Subsidiary of the Parent, free and clear of any Lien. There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Parent to issue or sell any shares of capital stock or other securities of the Parent were issuedor any securities or obligations convertible or exchangeable into or exercisable for, reserved or giving any Person a right to subscribe for issuance or acquire, any securities of the Parent, and no securities or obligations evidencing such rights are authorized, issued or outstanding. All issued and outstanding Upon any issuance of any shares in accordance with the terms of capital stock of Parent arethe Stock Plans, and all such shares which may will be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to free and were not issued in violation clear of any preemptive rightsLiens. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to The Parent does not have outstanding any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness obligations the holders of Parent having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the stockholders of the Parent on any matters on which stockholders matter. (ii) Section 5.2(b)(ii) of the Parent may vote. Except as set Disclosure Letter sets forth above(x) each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as of well as the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings ownership interest of any kind to which other Person or Persons in each such Subsidiary and (y) the Parent’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person other than securities in a publicly traded Parent held for investment by the Parent or any of its subsidiaries is a party or by which any Subsidiaries and consisting of them is bound obligating Parent or any less than 1% 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 Parent or of any of its subsidiaries or obligating Parent 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 the outstanding contractual obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of such Parent. The Parent does not own, directly or its subsidiaries. There are no agreementsindirectly, arrangements or commitments of any character (contingent or otherwise) pursuant to which voting interest in any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated Person that requires an additional filing by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement Company under the Securities HSR Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liens.

Capital Structure. (a) The authorized share capital stock of Parent consists of 320,000,000 350,000,000 shares of Parent Common Stock and 25,000,000 shares of preferred stock, $0.01 par value (“Parent Preferred Stock”). At the close of business on June 3023, 20012011, (i) 156,074,952 53,885,888 shares of Parent Common Stock and no shares of Parent Preferred Stock were issued and outstanding, (ii) 81,175,767 no shares of Parent Common Stock and Parent Preferred Stock were held by Parent in its treasury, and (iii) 5,233,644 7,551,337 shares of Parent Common Stock were reserved for issuance upon exercise under Parent Employee Plans, of which 5,424,567 were subject to outstanding employee stock options or the grant of rights to purchase shares of Parent Common Stock, 819,616 were restricted Parent Common Stock and 1,307,154 shares of Parent Common Stock were available for future option or restricted share grants. Except as set forth above, at the close of business on June 3023, 20012011, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent Common Stock are, and all such shares which that may be issued pursuant prior to this Agreement the Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. To right, subscription right or any similar right under any provision of the knowledge General Corporation Law of Parentthe State of Delaware (the “DGCL”), there are no voting trusts, voting agreements, irrevocable proxies the Parent Charter Documents or other agreements with respect any Contract to any voting shares of capital stock of Parentwhich Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of shares of Parent Common Stock may votevote (“Voting Parent Debt”). Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which Parent or any of its subsidiaries Subsidiaries is a party or by which any of them is bound (i) obligating Parent or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or of any of its subsidiaries Subsidiaries or any Voting Parent Debt or (ii) obligating Parent or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. There As of the date of this Agreement, there are no outstanding contractual obligations of Parent or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any of its subsidiariesSubsidiaries. (b) Except as set forth in Section 4.4(b) of the Parent Disclosure Schedule, since December 31, 2010, neither Parent nor any of its Subsidiaries has issued any Parent Stock Options or restricted shares of Parent Common Stock or granted any awards. There are no agreements, arrangements or commitments Parent has made available to the Company accurate and complete copies of any character (contingent or otherwise) all equity plans pursuant to which Parent has granted any person is or may be entitled awards that are currently outstanding and the form of all equity award agreements. All shares of Parent Common Stock subject to receive issuance with respect to any payment based award have been duly authorized and, upon issuance on the revenuesterms and conditions specified in the instrument pursuant to which they are issuable, earnings or financial performance will be validly issued, fully paid and nonassessable. All outstanding shares of Parent or any Common Stock, all outstanding Parent Stock Options, and all outstanding shares of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives capital stock of each Subsidiary of Parent based upon revenues generated by them without augmentation as a result of have been issued and granted (i) in compliance with all applicable securities laws and other applicable Laws and (ii) in material compliance with all applicable requirements set forth in the transactions contemplated herebyParent Employee Plans. (c) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists of 25,000 shares of common stock100 ordinary shares, no par value NIS 0.01 per share, all of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any LiensLien.

Capital Structure. The authorized capital stock of the Parent consists of 320,000,000 (1) 200,000,000 shares of Parent Common Stock. At common stock, par value $0.001 per share, of which 11,870,000 shares are issued and outstanding (before giving effect to the close of business on June 30, 2001, issuances to be made at Closing); and (i2) 156,074,952 100,000,000 shares of Parent Common Stock were issued and outstandingpreferred stock, (ii) 81,175,767 shares par value $0.001 per share, of Parent Common Stock were held by Parent in its treasurywhich 10,000,000 have been designated as Series A Preferred Stock, and (iii) 5,233,644 of which 0 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stockare issued an outstanding. Except as set forth above, at the close of business on June 30, 2001, no No other shares of capital stock or other voting securities of the Parent were are issued, reserved for issuance or outstanding. All issued and outstanding shares of the capital stock of the Parent are, and all such shares which that may be issued pursuant prior to this Agreement the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to and were not or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. To right, subscription right or any similar right under any provision of the knowledge of ParentNevada Revised Statutes, there are no voting truststhe Parent Charter, voting agreements, irrevocable proxies the Parent Bylaws or other agreements with respect any Contract to any voting shares of capital stock of Parentwhich the Parent is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Parent Shares may votevote (“Voting Parent Debt”). Except as set forth abovein the Parent SEC Documents, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which any of them it is bound (a) obligating the Parent 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 equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Parent or of any of its subsidiaries or obligating other equity interest in, the Parent or any of its subsidiaries Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. The Parent or its subsidiaries. There are no agreements, arrangements or commitments of is not a party to any character (contingent or otherwise) pursuant to which agreement granting any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result security holder of the transactions contemplated hereby) or Parent the right to cause the Parent to register shares of the capital stock or any other securities of its subsidiaries to file a registration statement the Parent held by such security holder under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liens.

Capital Structure. The (i) As of the date hereof, the authorized capital stock shares of Parent Park consists of 320,000,000 shares of Parent 20,000,000 Park Common StockShares. At the close of business on June September 30, 20011996, (i) 156,074,952 shares of Parent 7,222,610 Park Common Stock Shares were issued and outstanding, (ii) 81,175,767 shares of Parent 200,000 Park Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock Shares were reserved for issuance upon the exercise of stock options, out of which 60,000 of such Park Common Shares are subject to currently outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, (which options reload at the close of business on June 30time they are exercised), 2001, no and 91,613 Park Common Shares were held by Park in its treasury or by its Subsidiaries (other than trust account shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstandingDPC shares). All outstanding Park Common Shares have been duly authorized and validly issued and outstanding shares of capital stock of Parent are, are fully paid and all shares which may non-assessable. The Park Common Shares to be issued pursuant to or as specifically contemplated by this Agreement (including without limitation as contemplated by Section 5.8 hereof) will be, if and when issuedissued in accordance with the terms hereof or as contemplated hereby, and subject to approval by the shareholders of Park of this Agreement, duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to and were not issued in violation of any preemptive rights. To . (ii) No Voting Debt of Park is issued or outstanding. (iii) As of the knowledge date of Parentthis Agreement, there are no voting trustsexcept for this Agreement and the Park National Corporation 1995 Incentive Stock Option Plan (the "Park Option Plan") or dividend reinvestment and stock purchase plan (such plans collectively, voting agreements, irrevocable proxies the "Park Stock Plans") and except as disclosed to First-Knox ▇▇▇or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Parent Park or any Subsidiary of its subsidiaries Park is a party or by which any of them it is bound obligating Parent Park or any Subsidiary of its subsidiaries Park to issue, deliver or sell, or cause to be issued, delivered or sold, additional capital shares or any Voting Debt of capital stock or other voting securities of Parent Park or of any Subsidiary of its subsidiaries Park or obligating Parent Park or any Subsidiary of its subsidiaries Park to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. True and correct copies of the Park Stock Plans as in effect on the date hereof have been provided to First-Knox. (iv) Since September 30, agreement1996, arrangement Park has not (A) issued or undertaking. There are no outstanding contractual obligations permitted to be issued any capital shares, or securities exercisable for or convertible into capital shares, of Parent Park or any of its subsidiaries Subsidiaries, other than pursuant to repurchaseand as required by the terms of the Park Stock Plans (or in the ordinary course of business as permitted by such plans and consistent with past practice); or (B) declared, redeem set aside, made or otherwise acquire any paid to the shareholders of Park dividends or other distributions on the outstanding capital shares of capital stock of Parent or its subsidiaries. There are no agreementsPark, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based other than regular quarterly cash dividends on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated Park Common Shares at a rate not in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result excess of the transactions contemplated hereby) or regular quarterly cash dividends most recently declared by Park prior to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liens.

Capital Structure. (a) The authorized capital stock of Parent consists of 320,000,000 shares (i) 500,000,000 Parent Shares, of which 122,542,410 Parent Common Stock. At Shares were issued and outstanding as of the close of business on June September 30, 20012020, of which 3,934,916 are subject to forfeiture conditions, and (ii) 25,000,000 preferred shares, par value $0.001 per share, of which none are issued and outstanding as of the date hereof. All of the outstanding Parent Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of September 30, 2020, other than (i) 156,074,952 shares of 3,735,550 Parent Common Shares reserved for future issuance under the 2019 Stock were issued Option and outstandingIncentive Plan (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Parent Stock Plan”), (ii) 81,175,767 shares of 9,973 Parent Common Stock were held by Parent in its treasuryShares reserved for future issuance under the 2019 Inducement Equity Plan, and (iii) 5,233,644 shares of 3,123,169 Parent Common Stock were Shares reserved for future issuance upon exercise of under the 2019 Parent Employee Stock Purchase Plan and (iv) 7,986,544 Parent Shares subject to outstanding employee stock options to purchase shares of Parent Common StockShares, Parent has no Parent Shares reserved for issuance. Except as set forth above, at the close there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, restricted share units, performance units, phantom stock rights, profit participation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights, obligations or contracts of business on June 30, 2001, no any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other voting securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Parent Shares in accordance with the terms of the Parent were issuedStock Plan, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of such Parent are, and all shares which may Shares will be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to free and were not issued in violation clear of any preemptive rightsLiens. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to Parent does not have outstanding any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness obligations the holders of Parent having which have the right to vote (or which are convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which with the stockholders of Parent may voteon any matter. Except From September 30, 2020 to the date of this Agreement, no Parent Shares have been issued, other than in connection with the vesting, settlement or exercise of equity awards that were issued and outstanding as set forth aboveof September 30, 2020 under the Parent Stock Plan. (b) Section 6.2(b) of the Parent Disclosure Letter sets forth, as of the date of this Agreementthe information set forth therein, there are no outstanding securities(i) each of Parent’s Subsidiaries and the ownership interest of Parent in each such Subsidiary and (ii) Parent’s capital stock, optionsequity interest or other direct or indirect ownership interest in any other Person, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which other than equity securities in a publicly traded company (A) held for investment by Parent or any of its subsidiaries is a party or by which any Subsidiaries and (B) consisting of them is bound obligating Parent or any less than one percent (1%) 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 Parent or of any of its subsidiaries or obligating Parent 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 the outstanding contractual obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Lienssuch company.

Capital Structure. The authorized capital stock of Parent consists of 320,000,000 shares of Parent Common Stock. At the close of business on June 30, 2001, (i) 156,074,952 shares of Parent Common Stock were issued and outstanding, (ii) 81,175,767 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent 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 Parent or of any of its subsidiaries or obligating Parent 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 Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub CPA14 consists of 25,000 120,000,000 shares of common stockCPA14 Common Stock, no par value 87,326,105 shares of which 100 are issued and outstanding. All outstanding shares have been of CPA14 Common Stock are duly authorized, validly issued, are fully paid and nonassessable and not subject to, or issued in violation of, any preemptive right, purchase option, call option, right of first refusal, subscription or any other similar right. All dividends or distributions on securities of CPA14 or any CPA14 Subsidiary that have been declared or authorized prior to the date of this Agreement have been paid in full. (ii) Except as permitted under this Agreement or as set forth in Schedule 2.1(c)(ii) of the CPA14 Disclosure Letter, there are owned by Parent free issued and clear outstanding or reserved for issuance: (1) no stock, Voting Debt or other voting securities or equity securities of CPA14; (2) no securities of CPA14 or any CPA14 Subsidiary or securities or assets of any Liensother entity convertible into or exchangeable for shares of stock, Voting Debt or other voting securities or equity securities of CPA14 or any CPA14 Subsidiary; and (3) no subscriptions, options, warrants, conversion rights, calls, performance stock awards, stock appreciation rights or phantom stock rights, rights of first refusal, rights (including preemptive rights), commitments or arrangements or agreements to which CPA14 or any CPA14 Subsidiary is a party or by which it is bound obligating CPA14 or any CPA14 Subsidiary to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of stock, Voting Debt or other voting securities of CPA14 or of any CPA14 Subsidiary, or obligating CPA14 or any CPA14 Subsidiary to grant, extend or enter into any such subscription, option, warrant, conversion right, call, performance stock award, stock appreciation right or phantom stock right, right of first refusal, right, commitment or arrangement or agreement. (iii) There are no (x) stockholder agreements, voting trusts or other agreements or understandings relating to the voting of any shares of capital stock of CPA14 or any ownership interests in any CPA14 Subsidiary or (y) agreements or understandings relating to the sale or transfer of any shares of CPA14 or any ownership interests in any CPA14 Subsidiary (other than those listed on Schedule 2.1(g) of the CPA14 Disclosure Letter), in the case of (x) and (y) to which CPA14 or any CPA14 Subsidiary is a party other than as listed on Schedule 2.1(c)(iii) of the CPA14 Disclosure Letter. (iv) Except as set forth in Schedule 2.1(c)(iv) of the CPA14 Disclosure Letter, no holder of securities in CPA14 or any CPA14 Subsidiary has any right to have such securities registered under the Securities Act or under any state securities Laws by CPA14 or any CPA14 Subsidiary, as the case may be. All prior issuances of securities by CPA14 or any CPA14 Subsidiary were, in all respects, made in compliance with all applicable federal and state securities Laws.

Capital Structure. The authorized capital stock of Parent consists of 320,000,000 shares of Parent Common Stock. At the close of business on June 30, 2001, (i) 156,074,952 shares of Parent Common Stock were issued and outstanding, (ii) 81,175,767 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent 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 Parent or of any of its subsidiaries or obligating Parent 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 Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the HPBC has authorized capital stock consisting solely of Sub consists 486,000 shares of 25,000 HPBC Stock, of which 470,876 shares are issued and outstanding as of the date hereof. The Bank has authorized capital stock consisting solely of 540,000 shares of common stock, no $5.00 par value per share (“Bank Stock”), all of which 100 are issued and outstanding as of the date hereof. All of the issued and outstanding shares have been of HPBC Stock and Bank Stock are duly and validly issued, are fully paid and nonassessable non-assessable and were offered, issued and sold in compliance with all applicable federal and state securities laws. No Person has any right of rescission or claim for damages under federal or state securities laws with respect to the issuance of any shares HPBC Stock or Bank Stock previously issued. None of the shares of HPBC Stock or Bank Stock has been issued in violation of any preemptive or other rights of its respective shareholders. All of the issued and outstanding shares of Bank Stock are owned by Parent free and clear HPBC. (ii) HPBC does not have outstanding any options or other securities which are either by their terms or by contract convertible or exchangeable into capital stock of HPBC, or any other securities or debt of HPBC, or any preemptive or similar rights to subscribe for or to purchase, or any options or warrants or agreements or understandings for the purchase or the issuance (contingent or otherwise) of, rights to acquire or vest in, or any calls, commitments or claims of any Lienscharacter relating to, its capital stock or securities convertible into its capital stock. HPBC is not subject to any obligation (contingent or otherwise) to issue, repurchase or otherwise acquire or retire, or to register, any shares of its capital stock. There are no outstanding or authorized phantom stock, stock appreciation, profit participation or similar rights with respect to any shares of HPBC Stock or Bank Stock. (iii) Except as disclosed in Section 3.2(c)(iii) of the Disclosure Memorandum and other than restrictions required by applicable federal and state securities laws, there is no agreement, arrangement or understanding to which HPBC is a party restricting or otherwise relating to the transfer of any shares of capital stock of HPBC. (iv) All shares of HPBC Stock or other capital stock, or any other securities or debt, of HPBC, which have been purchased or redeemed by HPBC have been purchased or redeemed in accordance with all applicable federal, state and local laws, rules, and regulations, including, without limitation, all federal and state securities laws, and no such purchase or redemption has resulted or will, with the giving of notice or lapse of time, or both, result in a default or acceleration of the maturity of, or otherwise modify, any agreement, note, mortgage, bond, security agreement, loan agreement or other contract or commitment of HPBC, which, singularly or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (v) Except as set forth in Section 3.2(c)(v) of the Disclosure Memorandum, no Person beneficially owns more than five percent (5%) of the issued and outstanding shares of HPBC Stock.

Capital Structure. The authorized capital stock of Parent consists of 320,000,000 100,000,000 shares of Parent Common Stock, par value $0.001, of which 750,000 shares are issued and outstanding (the “Parent Common Stock”). At the close of business on June 30, 2001, (i) 156,074,952 No shares of Parent Common Stock were issued and outstanding, (ii) 81,175,767 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance are issuable upon the exercise of outstanding employee stock warrants, convertible notes, options to purchase shares of Parent Common Stockand otherwise. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting equity securities of the Parent were are issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are nonassessable, not subject to preemptive rights, and were not issued in violation compliance with all applicable state and federal laws concerning the issuance of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parentsecurities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them it is bound obligating Parent 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 equity securities of Parent or obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of any capital stock or other equity securities of its subsidiaries Parent or obligating Parent 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 obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liens.

Capital Structure. (i) The authorized capital stock of Parent IUB consists of 320,000,000 3,000,000 shares of Parent common stock, without par value ("IUB Common Stock. At the close of business on June 30"), 2001, (i) 156,074,952 1,250,897 shares of Parent Common Stock were issued which are outstanding and outstanding, (ii) 81,175,767 shares none of Parent Common Stock were which are reserved for issuance or held by Parent IUB in its treasury, ; and (iii) 5,233,644 400,000 shares of Parent Common Stock were reserved for issuance upon exercise preferred stock, without par value, with respect to which the board of outstanding employee stock options directors is authorized to purchase shares of Parent Common determine the series and classes thereof together with the rights, privileges and voting rights ("IUB Preferred Stock"). Except as set forth above, at the close of business on June 30, 2001, There are no shares of capital stock or other voting securities of the Parent were issuedIUB Preferred Stock outstanding, reserved for issuance or held by IUB in its treasury. (ii) No Voting Debt of IUB is issued or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, IUB Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote 12 (or convertible into, or exchangeable for, securities having the right to voteiii) on any matters on which stockholders of Parent may vote. Except as set forth above, in any IUB SEC Document (as of defined in Section 3.2(d) hereof) filed prior to the date of hereof or the letter dated and delivered to PTC on the date hereof (the "IUB Letter"), which relates to this AgreementAgreement and is designated therein as being the IUB Letter, there are is no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent 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 Parent or of any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right (including any preemptive right), commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations of Parent commitment or any other agreement of its subsidiaries any character that IUB or any Subsidiary is a party to, or may be bound by, requiring it to repurchaseissue, transfer, sell, purchase or redeem any shares of capital stock, any Voting Debt, or otherwise acquire any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock of Parent IUB or its subsidiaries. There are no agreementsany Subsidiary, arrangements or commitments to provide funds to, or make an investment (in the form of any character (contingent a loan, capital contribution or otherwise) pursuant in, any of IUB's Subsidiaries or (excepting loans made in the ordinary course of a commercial banking business) any other Person. (iv) Except as set forth in any IUB SEC Document filed prior to the date hereof or the IUB Letter, and except for this Agreement, there is no voting trust or other agreement or understanding to which IUB or any person Subsidiary is a party, or may be entitled bound by, with respect to receive any payment based on the revenues, earnings or financial performance voting of Parent the capital stock of IUB or any Subsidiary. (v) Since December 31, 1994, except as set forth in any IUB SEC Document filed prior to the date hereof or the IUB Letter, IUB has not (A) issued or permitted to be issued any shares of its subsidiaries capital stock, or assets securities exercisable for or calculated in accordance therewith convertible into shares of capital stock, of IUB or any Subsidiary; (B) repurchased, redeemed or otherwise acquired, directly or indirectly through any Subsidiary, any shares of capital stock of IUB or any Subsidiary (other than ordinary course payments the acquisition of trust account shares); or commissions (C) declared, set aside, made or paid to sales representatives shareholders of Parent based upon revenues generated by them without augmentation as a result IUB dividends or other distributions on the outstanding shares of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists IUB, other than regular quarterly cash dividends at a rate not in excess of 25,000 shares of common stockthe regular quarterly dividend most recently declared by IUB prior to September 30, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liens1997.

Capital Structure. The As of the Closing Date the authorized capital stock of Parent consists BBLU shall consist of 320,000,000 100,000,000 shares of Parent Common Stock, par value $.001 per share, and 25,000,000 shares of preferred stock, par value $.001 per share. At the close As of business on June 30August 20, 2001, 2013 (i) 156,074,952 47,734,965 shares of Parent BBLU’s Common Stock were issued and outstanding, (ii) 81,175,767 1,236,402 shares of Parent preferred stock were outstanding and convertible into 12,314,020 shares of Common Stock were (ii) no shares of BBLU’s Common Stock or preferred stock are held by Parent BBLU in its treasury, ; and (iii) 5,233,644 warrants to purchase an aggregate of 26,607,806 shares of Parent Common Stock were are issued and outstanding and additional warrants are reserved for issuance upon exercise the payment of outstanding employee stock options to purchase shares of Parent Common dividends on the Preferred Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent BBLU were issued, reserved for issuance or outstandingoutstanding on the Closing Date. All issued and outstanding shares of the capital stock of Parent BBLU are, and all such shares which that may be issued pursuant prior to this Agreement the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to and were not or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. To right, subscription right or any similar right under any provision of the knowledge Nevada Revised Statutes, BBLU’s Articles of ParentIncorporation, there are no voting trusts, voting agreements, irrevocable proxies BBLU’s By-laws or other agreements with respect any Contract to any voting shares of capital stock of Parentwhich BBLU or Buyer is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreementsContracts, arrangements or undertakings of any kind to which Parent BBLU or any of its subsidiaries Buyer is a party or by which any of them is bound (i) obligating Parent BBLU or any of its subsidiaries Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or of any of its subsidiaries or obligating Parent equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of its subsidiaries or other equity interest in, Buyer, (ii) obligating BBLU or Buyer to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking 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 occurring to holders of the capital stock of BBLU. There As of the date of this Agreement, there are no not any outstanding contractual obligations of Parent or any of its subsidiaries BBLU to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiariesBBLU. There are no agreements, arrangements or commitments BBLU is not a party to any agreement granting any security holder of any character (contingent or otherwise) pursuant BBLU the right to which any person is or may be entitled cause the Buyer to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result register shares of the transactions contemplated hereby) capital stock or to cause Parent or any other securities of its subsidiaries to file a registration statement BBLU held by such security holder under the Securities Act, or which otherwise relate other than the pending registration statement. The BBLU Shares to be issued pursuant to this Agreement as well as under the registration of any securities of Parent. As of the date of this AgreementBBLU 2009 Equity Incentive Plan will, the authorized capital stock of Sub consists of 25,000 shares of common stockwhen issued, no par value of which 100 shares have been be duly authorized, validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liensnon-assessable.

Capital Structure. The authorized capital stock of the Parent on the date hereof consists of 320,000,000 shares of Parent Common Stock. At the close of business on June 30, 2001, (i) 156,074,952 500,000,000 shares of Parent Common Stock were issued and outstanding12,500,000 shares of preferred stock, of which (iia) 81,175,767 202,308,728 shares of Parent Common Stock were held by are issued and outstanding (before giving effect to the issuances to be made at Closing), (b) no shares of preferred stock of the Parent in its treasuryare authorized, issued and outstanding and (iiic) 5,233,644 no shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee or preferred stock options to purchase shares of are held by the Parent Common Stockin its treasury. Except as set forth above, at the close of business on June 30, 2001, no No other shares of capital stock or other voting securities of the Parent were are issued, reserved for issuance or outstanding. All The Parent is the sole record and beneficial owner of all of the issued and outstanding shares of capital stock of each Parent Subsidiary. All outstanding shares of the capital stock of the Parent and each Parent Subsidiary are, and all such shares which that may be issued pursuant prior to this Agreement the Closing Date and following the Closing Date to the Shareholders hereunder will be, be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to and were not or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. To right, subscription right or any similar right under any provision of the knowledge General Corporation Law of Parentthe State of Delaware, there are no voting truststhe Parent Charter, voting agreements, irrevocable proxies the Parent Bylaws or other agreements with respect any Contract to any voting shares of capital stock of Parentwhich the Parent is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness Indebtedness of the Parent or any Parent Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Parent Common Stock or the shares of any Parent Subsidiary may votevote (“Voting Parent Debt”). Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries Parent Subsidiary is a party or by which any of them is bound (a) obligating the Parent or any of its subsidiaries Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Parent or of any of its subsidiaries or obligating other equity interest in, the Parent or any of its subsidiaries Parent Subsidiary or any Voting Parent Debt, (b) obligating the Parent or any Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant Parent Subsidiary. The Parent is not a party to which any person is or may be entitled to receive agreement granting any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result securityholder of the transactions contemplated hereby) or Parent the right to cause the Parent to register shares of the capital stock or any other securities of its subsidiaries to file a registration statement the Parent held by such securityholder under the Securities Act, or which otherwise relate . The stockholder list provided to the registration Company is a current stockholder list generated by the Parent’s stock transfer agent, and such list accurately reflects all of any securities the issued and outstanding shares of Parent. As of the Parent Common Stock as at the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liens.

Capital Structure. The As of the date hereof, the authorized capital stock of Parent consists of 320,000,000 200,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock, par value $1.00 per share, of Parent (“Parent Preferred Stock”). At the close of business on June 30September 15, 20012006, (i) 156,074,952 111,307,692 shares of Parent Common Stock were issued and outstanding, (ii) 81,175,767 no shares of Parent Preferred Stock were issued and outstanding, (iii) 4,085,750 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 subject to outstanding options to purchase or Parent’s obligation to issue shares of Parent Common Stock were granted under Parent’s stock incentive plans and other employment arrangements, and (iv) 200,000 shares of Parent Preferred Stock have been designated as Series A Preferred Stock, all of which shares are reserved for issuance upon exercise of outstanding employee the preferred stock options purchase rights issuable pursuant to purchase shares the Rights Agreement, dated as of May 30, 2001 between Parent Common Stockand Computershare Investor Services, LLC, as Rights Agent. Except as set forth aboveabove in this Section 3.02(b), at the close of business on June 30September 15, 20012006, no there were not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of the Parent, (B) any securities of Parent were issued, reserved convertible into or exchangeable or exercisable for issuance or outstanding. All issued and outstanding shares of capital stock or voting securities of Parent areor (C) any warrants, and all shares which may be issued pursuant calls, options or other rights to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights. To the knowledge of acquire from Parent, there are no voting trustsor any obligation of Parent to issue, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent. There are Except as set forth above in this Section 3.02(b), at the close of business on September 15, 2006, no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the stockholders of Parent may votevote are issued or outstanding. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent 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 Parent or of any of its subsidiaries or obligating Parent 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 Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists of 25,000 1,000 shares of common stock, no par value value, of which 100 shares have been validly issuedare issued and outstanding, are fully paid and nonassessable and all of which shares are owned beneficially and of record by Parent free and clear of any LiensParent.

Capital Structure. The (i) As of November 14, 2012, the authorized share capital stock of Parent consists of 320,000,000 (A) 100,000,000 shares of Parent Common Stock, of which 39,680,384 shares were issued and outstanding and (B) 5,000,000 shares of preferred stock of Parent, none of which were issued and outstanding. At All of the close of business on June 30, 2001, (i) 156,074,952 issued and outstanding shares of Parent Common Stock were issued and outstanding, (ii) 81,175,767 all shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options which are to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement the Merger have been duly authorized and will be, when issued, duly authorizedissued in accordance with the terms of this Agreement, validly issued, fully paid and nonassessable and are not subject to any preemptive or similar right. Each of the outstanding shares of capital stock, ownership interests or other securities of each of Parent’s Subsidiaries is duly authorized, validly issued, fully paid and were not issued in violation nonassessable and is owned by Parent or a direct or indirect wholly owned Subsidiary of Parent, free and clear of any preemptive rightsLien, pledge, security interest, claim or other encumbrance. To Except pursuant to Parent’s stock plans (collectively, the knowledge of Parent“Parent Stock Plans”), there are no voting trusts, voting agreements, irrevocable proxies preemptive or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securitiesrights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or undertakings of commitments to issue or to sell any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock stock, ownership interests or other voting securities of Parent or of any of its subsidiaries or obligating Parent 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 Parent or any of its subsidiaries Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to repurchasesubscribe for or acquire, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance securities of Parent or any of its subsidiaries Subsidiaries, and no securities or assets obligations evidencing such rights authorized, issued or calculated outstanding. (ii) As of November 14, 2012, there were 4,021,810 shares of Parent Common Stock subject to outstanding options to purchase shares of Parent Common Stock (“Parent Options”), and 1,576,759 shares of Parent Common Stock were reserved for future option grants. All shares of Parent Company Stock that may be issued pursuant to the Parent Stock Plans will be, when issued in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of with the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Actrespective terms thereof, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the duly authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been and validly issued, are issued and will be fully paid and nonassessable non-assessable. With respect to the Parent Options, each such grant was properly accounted for in all material respects in accordance with U.S. GAAP in the consolidated financial statements (including the related notes thereto) of Parent and are owned by its Subsidiaries contained in the Parent free and clear of any LiensReports.

Capital Structure. (a) The authorized capital stock of Parent consists of 320,000,000 100,000,000 shares of Parent Common Stock and 15,000,000 shares of Parent Preferred Stock. At The authorized capital stock of Merger Sub consists of 1,000 shares of Merger Sub Common Stock. (b) As of the close of business on June 30January 24, 20012005, (i) 156,074,952 there are issued and outstanding 41,736,475 shares of Parent Common Stock were issued and outstanding, (ii) 81,175,767 no shares of Parent Preferred Stock. 2,648,204 shares of Parent Common Stock were held by Parent in its treasuryare issuable upon exercise of outstanding stock options. As of the date hereof, and (iii) 5,233,644 no shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase and no shares of Parent Common Stock. Preferred Stock were held by Parent as treasury stock. (c) Except as set forth abovein Section 4.8(b), at the close of business on June 30, 2001, there are outstanding (i) no shares of capital stock or other voting securities of the Parent, (ii) no securities of Parent were issued, reserved or any other Person convertible into or exchangeable or exercisable for issuance or outstanding. All issued and outstanding shares of capital stock or other voting securities of Parent, (iii) no stock appreciation rights or phantom stock rights to which any of the Parent Companies are obligated and (iv) no subscriptions, options, warrants, calls, rights (including preemptive rights), commitments, understandings or agreements to which Parent is a party or by which it is bound obligating Parent to issue, deliver, sell, purchase, redeem or acquire shares of capital stock or other voting securities of Parent (or securities convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of Parent) or obligating Parent to grant, extend or enter into any such subscription, option, warrant, call, right, commitment, understanding or agreement. (d) All outstanding shares of Parent capital stock are, and all (when issued) the shares which may of Parent Common Stock to be issued pursuant to this Agreement the Merger and upon exercise of the Company Stock Options and Company Warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rightsright. To the knowledge of Parent, there There are no voting trustsshares of Parent capital stock reserved for issuance. (e) 1,000 shares of Merger Sub Common Stock are issued and outstanding, voting agreements, irrevocable proxies or other agreements with respect to any voting all of which are owned by Parent. All outstanding shares of capital stock and other voting securities of ParentMerger Sub and of each of the other corporate Parent Subsidiaries are (i) validly issued, fully paid and nonassessable and not subject to any preemptive right, and (ii) owned by the Parent Companies, free and clear of all Liens, claims and options of any nature (except Permitted Encumbrances). There are outstanding (y) no securities of any Parent Subsidiary or any other Person convertible into or exchangeable or exercisable for shares of capital stock, other voting securities or other equity interests of such Parent Subsidiary, and (z) no subscriptions, options, warrants, calls, rights (including preemptive rights), commitments, understandings or agreements to which any Parent Subsidiary is a party or by which it is bound obligating such Parent Subsidiary to issue, deliver, sell, purchase, redeem or acquire shares of capital stock, other voting securities or other equity interests of such Parent Subsidiary (or securities convertible into or exchangeable or exercisable for shares of capital stock, other voting securities or other equity interests of such Parent Subsidiary) or obligating any Parent Subsidiary to grant, extend or enter into any such subscription, option, warrant, call, right, commitment, understanding or agreement. (f) There is no stockholder agreement, voting trust or other agreement or understanding to which Parent is a party or by which it is bound relating to the voting of any shares of the capital stock of any of the Parent Companies. There are no bonds, debentures, notes or other indebtedness of the Parent Companies having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the stockholders of any of the Parent Companies may vote. Except as set forth above, as . (g) None of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements Parent Companies is obligated to redeem or undertakings of any kind to which Parent or otherwise repurchase any of its subsidiaries capital stock. (h) Parent is a party or by which any of them is bound obligating Parent 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 Parent or of any of its subsidiaries or obligating Parent 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 Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on in compliance with the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result applicable listing rules of the transactions contemplated hereby) or to cause Parent or New York Stock Exchange and has not, since January 1, 2003, received any of its subsidiaries to file a registration statement under notice from the Securities Act, or which otherwise relate to the registration of New York Stock Exchange asserting any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liensnon-compliance with such rules.

Capital Structure. The authorized capital stock of Parent consists of 320,000,000 shares of Parent Common Stock. At the close of business on June 30, 2001, (i) 156,074,952 100,000,000 shares of Parent Common Stock were common stock, $0.001 par value, of which 50,391,612 shares are issued and outstandingoutstanding as of the date hereof, (ii) 81,175,767 25,000,000 shares of Parent Common Stock were held by Parent in its treasurypreferred stock, and (iii) 5,233,644 shares $0.001 par value, of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, which no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All are issued and outstanding shares as of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parentdate hereof. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares Common Stock of capital stock Parent or other equity or voting securities of Parent or of any of its subsidiaries or obligating Parent 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 obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any shares payment in respect of capital stock any Common Stock of the Parent or its subsidiariesany other securities of Parent. There are no agreements, agreements or arrangements or commitments of any character (contingent or otherwise) pursuant to which any person Parent is or may could be entitled required to receive register Parent’s Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any payment based on the revenues, earnings or financial performance holders of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions with respect to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid The official shareholders report delivered to OneLove from Parent’s transfer agent is complete and nonassessable and are owned by Parent free and clear of any Liensaccurate in all respects.

Capital Structure. The authorized capital stock of the Parent consists of 320,000,000 two hundred million (200,000,000) shares of Parent Common Stock. At the close of business on June 30, 2001, and one hundred million (i100,000,000) 156,074,952 shares of Parent Common Stock were preferred stock, par value $0.0001 per share, of which 19,327,940 and 1,911.107 are issued and outstanding, (ii) 81,175,767 respectively. Parent also has warrants outstanding for the purchase of 728,765 shares of Parent its Common Stock were held by Parent in its treasuryStock, and (iii) 5,233,644 options outstanding for the purchase of 225,674 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent its Common Stock. Except as set forth aboveIn addition, at Parent has $1,983,948 in outstanding convertible debt that may be converted into no more than 4,959,870 shares of Common Stock (based on the close floor price of business on June 30, 2001, no $0.40 per share). No other shares of capital stock or other voting securities of the Parent were are issued, reserved for issuance or outstanding. All issued and outstanding shares of the capital stock of Parent arethe Parent, and all such shares which that may be issued pursuant prior to this Agreement the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to and were not or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the NRS, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. To Except as set forth in the knowledge Parent Disclosure Schedule as of Parentthe date of this Agreement, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Acquisition Shares Stock may vote (“Voting Parent may voteDebt”). Except as set forth abovein the Parent Disclosure Schedule, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which any of them it is bound (i) obligating the Parent 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 equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Parent or of any of its subsidiaries or obligating other equity interest in, the Parent or any of its subsidiaries Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. There are no outstanding contractual obligations undertaking 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 occurring to holders of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of the capital stock of the Parent. Except as set forth in the Parent or its subsidiaries. There are no agreementsDisclosure Schedule, arrangements or commitments of the Parent is not a party to any character (contingent or otherwise) pursuant to which agreement granting any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result security holder of the transactions contemplated hereby) or Parent the right to cause the Parent to register shares of the capital stock or any other securities of its subsidiaries to file a registration statement the Parent held by such security holder under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liens.

Capital Structure. (a) The authorized capital stock of Parent consists of 320,000,000 an unlimited number of common shares and an unlimited number of preferred shares (the “Parent Preferred Shares” and, together with the Parent Common Shares, the “Parent Stock”). At the close of business on June 30August 28, 20012015, (i) 156,074,952 shares of 64,183,191 Parent Common Stock Shares were issued and outstanding, (ii) 81,175,767 shares of no Parent Common Stock Preferred Shares were held by Parent in its treasuryissued and outstanding, and (iii) 5,233,644 shares of 9,650,493 Parent Common Stock Shares were reserved for future issuance in respect of awards outstanding under the Parent Benefit Plans, consisting of 11,570 Parent Common Shares reserved for issuance upon exercise of outstanding employee stock options to purchase shares of and 9,638,923 Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent were issued, Shares reserved for issuance upon conversion or outstandingsettlement of outstanding performance and restricted share units under the Parent Benefit Plans. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, Common Shares are duly authorized, validly issued, fully paid and nonassessable non-assessable, and are not subject all Parent Common Shares to and were not be issued as the Merger Consideration or as Stock Award Payments, when so issued in violation accordance with the terms of any this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. Other than the Parent Preferred Shares, no class of Parent shares is entitled to preemptive rights. To the knowledge Except as disclosed in Section 5.3(a) of ParentParent Disclosure Letter, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which stockholders holders of shares of Parent Common Shares may vote. (b) At the close of business on August 31, 2015, all of the Merger Sub Common Shares were owned by Parent. All of the Merger Sub Common Shares are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Common Shares may vote. (c) All of the outstanding shares of capital stock of CWI that are owned directly or indirectly by Parent, and all of the outstanding shares of capital stock of each of the other Parent Subsidiaries that is a corporation, are duly authorized, validly issued, fully paid and nonassessable. All equity interests owned directly or indirectly by Parent in Weichai Westport and all equity interests of each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries (other than CWI) which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. (d) Except as set forth abovein this Section 5.3, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent Parent, Merger Sub or any of its subsidiaries other Parent Subsidiary is a party or by which any of them is bound bound, obligating Parent Parent, Merger Sub or any of its subsidiaries other Parent Subsidiary to issue, deliver or sellsell or create, or cause to be issued, delivered or soldsold or created, additional shares of capital Parent Stock or Merger Sub Common Shares or other equity securities or phantom stock or other voting securities contractual rights the value of Parent which is determined in whole or in part by the value of any equity security of its subsidiaries or obligating Parent Parent, Merger Sub or any of its subsidiaries the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There As of the date of this Agreement, there are no outstanding contractual obligations of Parent Parent, Merger Sub or any of its subsidiaries other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary (other than in satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the Parent Benefit Plans). Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Common Shares or capital stock of Parent Parent, or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or equity interests in any of its subsidiaries or assets or calculated in accordance therewith (the other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any LiensSubsidiaries.

Capital Structure. The authorized capital stock of Parent TMOL consists of 320,000,000 ----------------- 1,000 shares of Parent Common Stock, no par value. At As of the close of business on June 30date hereof, 2001, (i) 156,074,952 1,000 such shares of Parent Common Stock were are issued and outstanding. Ticket Corp. is the sole stockholder of TMOL. Each of USA and Ticket Corp. is an accredited investor as defined in Regulation D promulgated under the Securities Act of 1933, as amended (iithe "SECURITIES ACT"). USA is acquiring the Convertible Promissory Note in the form attached hereto as Exhibit A (the "CONVERTIBLE NOTE") 81,175,767 and Ticket Corp. is acquiring the --------- shares of Parent City Common Stock were held by Parent issued in the Merger, in each case, solely for its treasuryown account for investment and not with a view to or for sale in connection with any distribution of such securities, any securities issuable upon conversion thereof or any portion thereof, and (iii) 5,233,644 shares not with any present intention of Parent Common Stock were reserved for issuance selling, offering to sell or otherwise disposing of or distributing such securities, any securities issuable upon exercise of outstanding employee stock options to purchase shares of Parent Common Stockconversion thereof or any portion thereof. Except as set forth above, at on the close of business on June 30, 2001date hereof, no shares of capital stock or other voting securities of the Parent TMOL were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, TMOL are duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of Parent TMOL having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent TMOL may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, contracts, commitments, agreements, arrangements arrangements, obligations or undertakings of any kind to which Parent TMOL or USA or any of its USA's subsidiaries is a party party, or by which any of them is bound obligating Parent TMOL or USA or any of its USA's subsidiaries is bound, obligating TMOL or USA or any of USA's subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent TMOL or of any of its subsidiaries securities convertible or exchangeable therefor or obligating Parent TMOL or USA or any of its USA's subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, contract, commitment, agreement, arrangement arrangement, obligation or undertaking. There are no not any outstanding contractual obligations of Parent or any of its subsidiaries requiring TMOL to repurchase, redeem or otherwise acquire any shares of capital stock of Parent TMOL. TMOL is not a party to or its subsidiaries. There are no agreements, arrangements or commitments of bound by any character (contingent or otherwise) pursuant agreement requiring it to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any register shares of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement capital stock under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liens.

Capital Structure. (a) The authorized capital stock of Parent consists of 320,000,000 295,000,000 shares of Parent Common Stock. At , of which 109,138,049 shares are issued and outstanding as of the close of business on June 30, 2001, (i) 156,074,952 the day prior to the date hereof and 500,000 shares of Series A Convertible Preferred Stock, par value $0.001 per share (“Parent Common Stock were Preferred Stock”), of which 500,000 shares are issued and outstanding, (ii) 81,175,767 shares outstanding as of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no the day prior to the date hereof. No shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstandingare held in Parent’s treasury. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, Capital Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to non-assessable and were not issued in violation compliance with all applicable federal and state securities laws. (b) Section 3.2(b) of any preemptive rights. To the knowledge Parent Disclosure Schedule lists each record holder of ParentParent Capital Stock and the number and type of shares of Parent Capital Stock held by such holder. (c) The shares of Parent Common Stock issuable as Merger Consideration, upon issuance on the terms and conditions contemplated in this Agreement, would be duly authorized, validly issued, fully paid and non-assessable. (d) There is no existing option, warrant, call, right or contract to which Parent is a party requiring, and there are no voting trustsequity interests in Parent outstanding which upon conversion or exchange would require, voting agreementsthe issuance, irrevocable proxies sale or transfer of any additional shares of Parent Capital Stock or other agreements with respect equity securities in Parent or other securities convertible into, exchangeable for or evidencing the right to any voting subscribe for or purchase shares of capital stock or other equity securities in Parent. (e) (i) None of the outstanding shares of Parent Capital Stock are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Parent Capital Stock are subject to any right of first refusal in favor of Parent. There ; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of Parent the Acquiring Companies having the a right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the stockholders of Parent may have a right to vote; (iv) there is no Contract to which the Acquiring Companies are 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 shares of Parent Capital Stock. Except as set forth above, as None of the date of this AgreementAcquiring Companies is under any obligation, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of is bound by any kind Contract pursuant to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any of its subsidiaries to issueit may become obligated, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or of any of its subsidiaries or obligating Parent 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 Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of Parent Capital Stock or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Lienssecurities.

Capital Structure. (a) The authorized capital stock of Parent consists of 320,000,000 300,000,000 shares of the Parent Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”, and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 30, 2001the Measurement Date, (ia) 156,074,952 33,150,734 shares of the Parent Common Stock were issued and outstanding, outstanding and (iib) 81,175,767 no shares of Parent Common Preferred Stock were held by issued or outstanding. All issued and outstanding shares of the capital stock of Parent in its treasuryare duly authorized, validly issued, fully paid and non-assessable, and (iii) 5,233,644 shares no class of capital stock of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options is entitled to purchase shares of Parent Common Stockpreemptive rights. Except as set forth above, at the close of business on June 30, 2001the Measurement Date, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of Parent or any Parent Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Parent Common Stock, the Parent OP Units or the general partnership interests in Parent OP may votevote (“Voting Parent Debt”). Except as set forth above, as of the date of this AgreementMeasurement Date, there are were no outstanding securities, options, warrants, callsrights, rightsconvertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is Parent Subsidiary was a party or by which any of them is was bound (i) obligating Parent or any of its subsidiaries Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or of any of its subsidiaries Parent Subsidiary or any Voting Parent Debt or (ii) obligating Parent or any of its subsidiaries Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, callsecurity, right, commitment, agreement, arrangement commitment or undertaking. At the close of business on the Measurement Date, there are 1,255,983 Parent OP Common Units issued and outstanding and no preferred units of Parent OP issued and outstanding. There are no outstanding contractual obligations partners of Parent OP or holders of Parent OP Common Units other than as set forth on Section 4.02(a) of the Parent Disclosure Letter. Section 4.02(a) of the Parent Disclosure Letter sets forth the number of partnership units held by each partner in Parent OP. Parent is the sole general partner of Parent OP and owns the general partnership interest free and clear of any Liens. (b) Except as set forth above and as set forth on Section 4.02(b) of the Parent Disclosure Letter, as of the close of business on the Measurement Date, there were no (i) restricted shares, restricted share units, stock appreciation rights, performance shares, performance share 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 value or price of, any capital stock of, or other voting securities or ownership interests in, Parent or any Parent Subsidiary, (ii) voting trusts, proxies or other similar agreements or understandings to which Parent or any Parent Subsidiary was a party or by which Parent or any Parent Subsidiary was bound with respect to the voting of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreementsany Parent Subsidiary, arrangements or (iii) contractual obligations or commitments of any character (contingent or otherwise) pursuant to which Parent or any person is Parent Subsidiary was a party or may be entitled to receive by which Parent or any payment based on Parent Subsidiary was bound restricting the revenuestransfer of, earnings or financial performance requiring the registration for sale of, any shares of capital stock of Parent or any Parent Subsidiary. Neither Parent nor any Parent Subsidiary has granted any preemptive rights, anti-dilutive rights or rights of its subsidiaries first refusal or assets or calculated in accordance therewith (other than ordinary course payments or commissions similar rights with respect to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, capital stock or which otherwise relate to the registration of any securities of Parent. As other equity interests. (c) Except as set forth on Section 4.02(c) of the date Parent Disclosure Letter, all of this Agreement, the authorized outstanding shares of capital stock or other equity interests of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and each Parent Subsidiary are owned by Parent, by another Parent Subsidiary or by Parent and another Parent Subsidiary, free and clear of all Liens and free of any Liensrestriction on the right to vote, sell or otherwise dispose of such capital stock or other equity interests other than transfer and other restrictions under applicable federal and state securities Laws. (d) All dividends or other distributions on the shares of Parent Common Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized and declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Capital Structure. The authorized capital stock of Parent consists of 320,000,000 shares of Parent Common Stock. At the close of business on June 30, 2001, (i) 156,074,952 100,000,000 shares of Parent Common Stock were common stock, $0.001 par value, of which 418,895 shares are issued and outstandingoutstanding as of the date hereof, (ii) 81,175,767 25,000,000 shares of Parent Common Stock were held by Parent in its treasurypreferred stock, $0.001 par value, of which no shares are issued and (iii) 5,233,644 shares outstanding as of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stockthe date hereof. Except as set forth above, at the close of business listed on June 30, 2001, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights. To the knowledge of ParentSchedule 6.02(c), there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of Parent may vote. Except as set forth above, as of the date of this Agreementlisted on Schedule 6.02(c), there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares Common Stock of capital stock Parent or other equity or voting securities of Parent or of any of its subsidiaries or obligating Parent 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 obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any shares payment in respect of capital stock any Common Stock of the Parent or its subsidiariesany other securities of Parent. There are no agreements, agreements or arrangements or commitments of any character (contingent or otherwise) pursuant to which any person Parent is or may could be entitled required to receive register Parent’s Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any payment based on the revenues, earnings or financial performance holders of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions with respect to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid The official shareholders report delivered to Grow Solutions from Parent’s transfer agent is complete and nonassessable and are owned by Parent free and clear of any Liensaccurate in all respects.

Capital Structure. The authorized capital stock of Parent consists of 320,000,000 shares of Parent Common Stock. At the close of business on June 30, 2001, (ia) 156,074,952 shares of Parent Common Stock were issued and outstanding, (ii) 81,175,767 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting securities All of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, each Asset Seller that is a corporation are duly authorized, validly issued, fully paid and nonassessable nonassessable. All of the outstanding ownership interests of each Target Company and each Canadian Asset Seller that is a partnership or limited liability company or state law trust or foreign trust are not subject to duly authorized and were not issued in violation of any preemptive rightsvalidly issued. To the knowledge of Parent, there There are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent(or other ownership interests in) in any Target Company or Asset Seller that may be issued upon exercise of outstanding options or exchange rights. There The Company owns, directly or indirectly, all of the outstanding capital stock or other ownership interests of each Target Company and each Asset Seller, which constitute the only issued and outstanding capital stock or other ownership interests of the Target Companies or Asset Sellers, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained by the Target Company, and there are no bondsexisting options, debentureswarrants, notes calls, subscriptions, convertible securities or other indebtedness securities, agreements, commitments or obligations of Parent having any character relating to the right to vote (or convertible intooutstanding capital stock, ownership interests, or other securities of any Target Company or any Asset Seller or which would require any Target Company or any Asset Seller to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for, securities having the right to votefor shares of its capital stock or ownership interests. (b) on any matters on which stockholders of Parent may vote. Except as set forth above, as in Section 4.3(b) of the date of this AgreementSeller Disclosure Letter, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent the Company, the Operating Partnership, any Seller or any of its subsidiaries Target Company is a party or by which any of them is bound bound, obligating Parent any Seller Party or any of its subsidiaries Target Company to issue, deliver or sellsell or create, or cause to be issued, delivered or soldsold or created, additional shares of capital Company Common Stock or other equity securities or phantom stock or other voting securities contractual rights, the value of Parent which is determined in whole or in part by the value of any equity security of its subsidiaries any Seller Party or any Target Company or obligating Parent any Seller Party or any of its subsidiaries Target Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There Except as set forth in Section 4.3(b) of the Seller Disclosure Letter, there are no outstanding contractual obligations of Parent any Seller Party or any of its subsidiaries Target Company to repurchase, redeem or otherwise acquire any shares of Company Common Stock or other securities of any Seller Party or any Target Company. Neither any Seller Party nor any Target Company is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments any equity security of any character Seller Party or any Target Company. (contingent c) All dividends or otherwise) pursuant to which any person is or may be entitled to receive any payment based other distributions on the revenues, earnings shares of Company Common Stock and any dividends or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of distributions on any securities of Parent. As of the date of this Agreementany Seller, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of any Target Company or any Asset Seller which 100 shares have been validly issued, are fully authorized or declared prior to the Effective Date have been paid and nonassessable in full (except to the extent such dividends have been publicly announced and are owned by Parent free not yet due and clear of any Lienspayable).

Capital Structure. The authorized capital stock of Parent consists of 320,000,000 50,000,000 shares of Parent Common Stock. At the close , $0.001 par value, of business on June 30, 2001, (i) 156,074,952 which 1,009,643 shares of Parent Common Stock were shall be issued and outstanding, (ii) 81,175,767 outstanding immediately prior to the Effective Time of the Merger and no shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance are issuable upon the exercise of outstanding employee stock warrants, convertible notes, options to purchase shares of Parent Common Stockand otherwise. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other voting equity securities of the Parent were are issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are and, not subject to preemptive rights, and were not issued in violation compliance with all applicable state and federal laws concerning the issuance of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parentsecurities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent 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 equity securities of Parent or of any of its subsidiaries or obligating Parent 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 obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. There are no agreements, agreements or arrangements or commitments of any character (contingent or otherwise) pursuant to which any person Parent is or may could be entitled required to receive any payment based on the revenues, earnings or financial performance register shares of Parent Common Stock or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement securities under the Securities Act, Act or which otherwise relate other agreements or arrangements with or among any securityholders of Parent with respect to the registration of any securities of Parent. As of the date of this Agreement, the The authorized capital stock of Sub consists of 25,000 1,000 shares of common stock, no par value of which 100 1,000 shares have been validly issued, are fully paid and nonassessable nonassessable, were issued in compliance with all applicable state and federal laws concerning the issuance of securities, and are owned by Parent Parent, free and clear of any Lienslien.

Capital Structure. The (i) As of the date hereof, the authorized capital stock of Parent consists of 320,000,000 120,000,000 shares of Parent Common StockStock and 5,000,000 shares of preferred stock, par value $1.00 per share (the "PARENT PREFERRED STOCK"). At the close of business on June 30July 3, 20012003, (iA) 156,074,952 29,550,371 shares of Parent Common Stock were issued and outstanding and no shares of Parent Preferred Stock were issued or outstanding; (B) 780,663 shares of Parent Common Stock were reserved for issuance by Parent pursuant to options or stock awards granted under Parent's stock plans, (iiC) 81,175,767 2,007,864 shares of Parent Common Stock were reserved for issuance pursuant to options or stock awards not yet granted under Parent's stock plans, (D) no shares of Parent Common Stock were reserved for issuance pursuant to outstanding warrants, and (E) 2,359,148 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of . Parent has no outstanding SARs. The Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stockis listed on the Nasdaq National Market. Except as set forth above, at the close of business on June 30, 2001, no shares of capital stock or other equity or voting securities of the Parent were issued, are reserved for issuance or are outstanding. All issued and outstanding shares of capital stock of Parent are, and all such shares which may of the Parent Common Stock issuable upon the exercise of stock options or stock awards will be when issued pursuant to this Agreement will be, when issued, duly authorizedthereunder, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of No capital stock of Parent. There are no bondshas been issued by Parent since the Parent Balance Sheet Date (as defined in SECTION 3.2(g)), debentures, notes other than Parent Common Stock issued pursuant to options outstanding on or other indebtedness of Parent having the right prior to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may votesuch date in accordance with their terms at such date. Except as set forth for options described above described above, as of the date of this Agreement, hereof there are no outstanding or authorized securities, options, warrants, calls, rights, commitments, preemptive rights, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries the Parent Subsidiaries is a party party, or by which any of them is bound bound, obligating Parent or any of its subsidiaries the Parent Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock or other equity or voting securities of of, or other ownership interests in, Parent or of any of its subsidiaries the Parent Subsidiaries or obligating Parent or any of its subsidiaries the Parent 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 Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation not as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this AgreementAgreement and there will not be at the Effective Time any stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the authorized voting of any shares of the capital stock of Sub consists of 25,000 Parent. (ii) The shares of common stockParent Common Stock issued as part of the Merger Consideration will, no par value of which 100 shares have been when issued, be duly authorized, validly issued, are fully paid and nonassessable shares of Parent Common Stock, and not subject to any preemptive rights created by statute, the Parent Charter Documents, or any agreement to which Parent is a party or is bound, and will, when issued, be registered under the Securities Act and the Exchange Act and registered or qualified (or exempt from registration and qualification requirements) under all applicable state "Blue Sky" securities laws. (iii) As of the date hereof, all of the issued and outstanding membership interests of Sub are owned by Parent free Parent. Sub was formed solely for the purpose of participating in the Merger, has no assets and clear of any Lienshas conducted no activities to date, other than in connection with the Merger.

Capital Structure. (a) The authorized capital stock of Parent consists of 320,000,000 575,000,000 shares of Parent Common StockStock and 5,000,000 shares of preferred stock, par value $0.01 per share. At As of the close of business on June 30May 31, 20012010, (i) 156,074,952 459,949,694 shares of Parent Common Stock were issued and outstanding, (ii) 81,175,767 no shares of preferred stock were outstanding, (iii) an aggregate of 40,736,541 shares of Parent Common Stock were held by Parent in its treasuryissuable upon exercise of then outstanding stock options (whether or not exercisable as of such date) and the vesting of restricted stock units, and (iiiiv) 5,233,644 35,000 shares of Parent Common Stock were reserved for issuance issuable upon the exercise of then outstanding employee stock options warrants. In addition to purchase the shares of Parent Common Stock. Except Stock referred to in clauses (i) and (iii), as set forth above, at of the close of business on June 30May 31, 20012010, no 20,935,840 shares of capital Parent Common Stock were available for additional grants under Parent’s stock option or other voting securities equity incentive plans. All of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, Common Stock are validly issued and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issuedoutstanding, fully paid and nonassessable non assessable and are not subject free of preemptive rights. (b) Except as otherwise set forth in this Section 4.2, as of the date of this Agreement, Parent has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to and were not issued in violation subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any preemptive rights. To the knowledge equity securities or any stock or securities convertible into or exchangeable for any equity securities of Parent, there are no voting trusts, voting agreements, irrevocable proxies Parent or other agreements with respect to any voting shares of capital stock of Parent. There are no (iii) outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, into or exchangeable for, for securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth aboveFrom June 25, as of 2010 to the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent 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 Parent or of any of its subsidiaries or obligating Parent 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 Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire has not (i) issued any shares of capital Parent Common Stock except in connection with the conversion, exercise or settlement of any stock options or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Parent Common Stock other than in the ordinary course of business. (c) The shares of Parent or its subsidiaries. There are no agreementsCommon Stock to be issued in the Merger have been duly authorized and, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated when issued and delivered in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of with the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date terms of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares will have been validly issued, are issued and will be fully paid and nonassessable and are owned by Parent free and clear of the issuance thereof is not subject to any Lienspreemptive or other similar right.

Capital Structure. The authorized capital stock of the Parent consists of 320,000,000 Eight Hundred Million (800,000,000) shares of Parent Common Stock. At the close , and Ten Million (10,000,000) shares of business on June 30preferred stock, 2001par value $0.001 per share, of which (i) 156,074,952 2,326,557 shares of Parent Common Stock were are issued and outstanding, outstanding (ii) 81,175,767 One Million Five Hundred Thousand (1,500,000) shares of Preferred Stock are designated as Series A Convertible Preferred Stock, all of which are outstanding and which are convertible into an aggregate of One Hundred and Fifty Million (150,000,000) shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 no shares of Parent Common Stock were reserved or preferred stock are held by the Parent in its treasury. Parent also has stock purchase warrants for issuance upon exercise the purchase of outstanding employee stock options to purchase 989,449 shares of Parent Common Stock, 436,377 shares of Parent Common Stock reserved for issuance under existing stock incentive plans and stock options for the purchase of 237,554 shares of Parent Common Stock outstanding. Except as set forth above, at the close of business on June 30, 2001, no No other shares of capital stock or other voting securities of the Parent were are issued, reserved for issuance or outstanding. All issued and outstanding shares of the capital stock of the Parent, including the Parent Stock, are, and all such shares which that may be issued pursuant prior to this Agreement the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to and were not or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. To right, subscription right or any similar right under any provision of the knowledge of ParentNRS, there are no voting truststhe Parent Charter, voting agreements, irrevocable proxies the Parent Bylaws or other agreements with respect any Contract to any voting shares of capital stock of Parentwhich the Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Parent Stock may votevote (“Voting Parent Debt”). Except as set forth abovein the Parent SEC Documents or the Parent Disclosure Schedule, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which any of them it is bound (i) obligating the Parent 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 equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Parent or of any of its subsidiaries or obligating other equity interest in, the Parent or any of its subsidiaries Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. There are no outstanding contractual obligations undertaking 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 occurring to holders of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of the capital stock of the Parent. Except as set forth in the Parent SEC Documents or its subsidiaries. There are no agreementsthe Parent Disclosure Schedule or as otherwise contemplated hereby, arrangements or commitments of the Parent is not a party to any character (contingent or otherwise) pursuant to which agreement granting any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result security holder of the transactions contemplated hereby) or Parent the right to cause the Parent to register shares of the capital stock or any other securities of its subsidiaries to file a registration statement the Parent held by such security holder under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liens.

Capital Structure. (a) The authorized capital stock of Parent consists of 320,000,000 250,000,000 shares of Parent Common Stock and 50,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”). At the close of business on June 30, 2001Measurement Date, (i) 156,074,952 35,665,907 shares of Parent Common Stock were issued and outstanding, of which 1,122,248 shares of Parent Common Stock were Parent Restricted Shares (ii) 81,175,767 zero (0) shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 6,570,020 shares of Parent Common Stock were subject to outstanding rights under the Parent Warrant Agreement, (iv) 2,989,092 additional shares of Parent Common Stock were reserved and available for issuance upon exercise of outstanding employee stock options pursuant to purchase the Parent Stock Plan, and (v) zero (0) shares of Parent Common StockPreferred Stock were issued and outstanding. Except as set forth above, at the close of business on June 30, 2001the Measurement Date, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding From the Measurement Date to the date of this Agreement, there have been no issuances by Parent of shares of capital stock of Parent areor options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of Parent or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Parent Common Stock, other than the rights under the Parent Warrant Agreement or rights under the Parent Stock Plan. (b) All outstanding shares of Parent Common Stock, and all such shares which that may be issued pursuant prior to this Agreement the Effective Time when issued, (i) are or will be, when issuedas applicable, duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and were not (ii) issued in violation compliance in all material respects with applicable securities Laws and other applicable Law and all requirements set forth in applicable Contracts. (c) As of any preemptive rights. To the knowledge date of Parentthis Agreement, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness Indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Parent Common Stock may vote. vote (“Voting Parent Debt”). (d) Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsconvertible or exchangeable securities, rights, commitments, agreements, arrangements stock-based performance units or undertakings of any kind other rights or Contracts to which Parent or any of its subsidiaries is a party or by which any of them Parent is bound (i) obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other voting securities any security convertible or exchangeable for any shares of Parent or of any of its subsidiaries or obligating capital stock of, Parent or any of its subsidiaries Voting Parent Debt, (ii) obligating Parent to issue, grant, extend grant or enter into into, as applicable, any such security, option, warrant, callsecurity, rightunit, commitmentright or Contract or (iii) that give any person the right to receive any economic interest of any nature accruing to the holders of Parent Common Stock. As of the date of this Agreement, agreement, arrangement or undertaking. There there are no outstanding contractual obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreementsoptions, arrangements warrants, convertible or commitments exchangeable securities, stock-based performance units or other rights to acquire shares of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists Parent, except for (A) the withholding of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid Parent Common Stock to satisfy tax obligations with respect to awards granted pursuant to the Parent Stock Plan and nonassessable and are owned (B) the acquisition by Parent free and clear of any LiensParent Restricted Shares in connection with the forfeiture of awards of such. (e) All Parent Restricted Shares are evidenced by written award agreements.

Capital Structure. The authorized capital stock of the Parent consists of 320,000,000 120,000,000 shares of Common Stock, par value $0.001 per share (“Parent Common Stock”), and 30,000,000 shares of preferred stock, par value $0.001 per share. At As of the close of business on June 30, 2001, date hereof (i) 156,074,952 28,965,000 shares of Parent Common Stock were are issued and outstanding, (ii) 81,175,767 no shares of preferred stock are outstanding and (iii) no shares of Parent Common Stock were or preferred stock are held by the Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at in the close of business on June 30, 2001Parent Disclosure Letter, no shares of capital stock or other voting securities of the Parent were are issued, reserved for issuance or outstanding. All issued and outstanding shares of the capital stock of the Parent are, and all such shares which that may be issued pursuant prior to this Agreement the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. To right, subscription right or any similar right under any provision of the knowledge of ParentNevada Revised Statutes, there are no voting truststhe Parent Charter, voting agreements, irrevocable proxies the Parent Bylaws or other agreements with respect any Contract to any voting shares of capital stock of Parentwhich the Parent is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Parent Common Stock may votevote (“Voting Parent Debt”). Except as set forth abovein the Parent Disclosure Letter, as of the date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which any of them it is bound (a) obligating the Parent 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 equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Parent or of any of its subsidiaries or obligating other equity interest in, the Parent or any of its subsidiaries Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. There As of the date of this Agreement, there are no not any outstanding contractual obligations of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. Except as set forth in the Parent or its subsidiaries. There are no agreementsDisclosure Letter, arrangements or commitments of the Parent is not a party to any character (contingent or otherwise) pursuant to which agreement granting any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result securityholder of the transactions contemplated hereby) or Parent the right to cause the Parent to register shares of the capital stock or any other securities of its subsidiaries to file a registration statement the Parent held by such securityholder under the Securities Act, or which otherwise relate . The stockholder list provided to the registration of any securities of Parent. As Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 issued and outstanding shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liensthe Parent’s Common Stock.

Capital Structure. (a) The authorized capital stock of Parent as of the date of this Agreement consists of 320,000,000 50,000,000 shares of Parent Common Stock. At , and 5,000,000 shares of preferred stock of Parent, par value $0.001 per share. (b) As of the close of business on June 30November 9, 2001, 2007: (i1) 156,074,952 29,879,664 shares of Parent Common Stock were issued and outstanding, ; (ii2) 81,175,767 no shares of Parent Common Stock were held by Parent in its treasurythe treasury of Parent; and, and (iii3) 5,233,644 3,732,991 shares of Parent Common Stock were duly reserved for future issuance upon exercise of pursuant to outstanding employee stock options to purchase shares of Parent Common StockStock (“Parent Stock Options”) granted pursuant to the Parent 1998 Stock Option Plan, the 2004 Equity Incentive Plan and the Parents Omnibus Stock Plan (“Parent Stock Plans”). Except as set forth described above, at as of the close of business on June 30the day prior to the date hereof, 2001, there were no shares of voting or non-voting capital stock stock, equity interests or other voting securities of the Parent were authorized, issued, reserved for issuance or otherwise outstanding. . (c) All issued and outstanding shares of capital stock of Parent Common Stock are, and all shares which may be issued pursuant to this Agreement Parent Stock Plans and Parent Stock Options will be, when issuedissued against payment therefor in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable non-assessable, and are not subject to and were not to, or issued in violation of, any preemptive, subscription or any kind of any preemptive similar rights. To the knowledge of Parent, there are Parent has no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting outstanding shares of capital stock Parent Common Stock that are subject to a right of Parent. repurchase that will survive the Merger. (d) There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth described in subsection (b) above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent 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 Parent or of any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Neither Parent nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) in any Person. (e) Parent has previously made available to the Company a complete and correct list of the holders of all Parent Stock Options outstanding as of the date specified therein, including: (i) the date of grant or issuance; (ii) the exercise price; (iii) the vesting schedule and expiration date; and (iv) any other material terms, including any terms regarding the acceleration of vesting. The date of grant or issuance of each Parent Stock Option set forth on this list is the date such option would be considered granted or issued under the DGCL, the Code, and GAAP (that is, no such option has had its exercise or grant date delayed or “backdated”), and the exercise price of each such Parent Stock Option is equal to or greater than the closing price of Parent Common Stock on the NGM upon the date its grant or issuance was approved by the Parent Board of Directors. (f) All of the issued and outstanding shares of Parent Common Stock and all of the issued and outstanding Parent Stock Options were issued in compliance in all material respects with all applicable federal and state securities Laws and the applicable Parent Stock Plan. (g) There are no outstanding contractual obligations of Parent 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) or other security or equity interests of Parent, other than rights of repurchase of Parent or its subsidiariesCommon Stock pursuant to agreements entered into in connection with Parent Stock Plans and between Parent and the holder of such shares of Parent Common Stock. There Except as described in this Section 4.2, there are no stock-appreciation rights, security-based performance units, phantom stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person 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 Parent or any of its subsidiaries Subsidiaries or assets or calculated in accordance therewith (other than ordinary course cash payments or commissions to sales representatives of Parent or any of its Subsidiaries based upon revenues generated by them without augmentation as a result of the transactions contemplated herebyTransactions) of Parent or to cause Parent or any of its subsidiaries Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent or any of its Subsidiaries. (h) There are no voting trusts, proxies or other agreements, commitments or understandings to which Parent or any of its Subsidiaries or, to the knowledge of Parent. As , any of the date stockholders of this AgreementParent, is a party or by which any of them is bound with respect to the authorized issuance, holding, acquisition, voting or disposition of any shares of capital stock or other security or equity interest of Sub consists Parent or any of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liensits Subsidiaries.

Capital Structure. The authorized capital stock of the Parent consists of 320,000,000 One Hundred Fifty Million (150,000,000) shares of Parent Common Stock. At the close of business on June 30common stock, 2001, par value US$ 0.0001 per share and Five Million (i5,000,000) 156,074,952 shares of Parent Common Stock were issued and outstanding, (ii) 81,175,767 shares preferred stock with a par value of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common StockUS $0.0001. Except as set forth above, at in the close of business on June 30, 2001Parent SEC Documents, no other shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of the capital stock of the Parent are, and all such shares which that may be issued pursuant prior to this Agreement the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to and were not or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the laws of the ▇▇▇▇▇▇▇▇ Islands, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. To Except as set forth in the knowledge of ParentSEC Documents, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Parent Stock may votevote (“Voting Parent Debt”). Except in connection with the Transactions or as set forth abovedescribed in the SEC Documents, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which any of them it is bound (i) obligating the Parent 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 equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Parent or of any of its subsidiaries or obligating other equity interest in, the Parent or any of its subsidiaries Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking 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 occurring to holders of the capital stock of the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. Other than as set forth in the SEC Documents, the Parent or its subsidiaries. There are no agreements, arrangements or commitments of is not a party to any character (contingent or otherwise) pursuant to which agreement granting any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result security holder of the transactions contemplated hereby) or Parent the right to cause the Parent to register shares of the capital stock or any other securities of its subsidiaries to file a registration statement the Parent held by such security holder under the Securities Act, or which otherwise relate . The stockholder list provided to the registration of any securities of Parent. As Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 issued and outstanding shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by the Parent free and clear of any LiensStock as at the Closing.

Capital Structure. The authorized capital stock of Parent consists of 320,000,000 500,000,000 shares of Parent Common Stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share ("Preferred Stock"). At the close of business on June 30April 1, 20012000, (ia) 156,074,952 128,601,855 shares of Parent Common Stock were issued and outstanding, (iib) 81,175,767 no shares of Parent Common Stock were held by the Parent in its treasury, and (iiic) 5,233,644 14,754,919 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding pursuant to Parent's stock option and employee stock options to purchase shares plans ("Parent Equity Incentive Plans"). Parent has outstanding $350,000,000 in convertible subordinated debentures due May 2004, which are convertible into common stock at a conversion price of Parent Common Stock$44.334 per share (the "Convertible Notes"). Except as set forth aboveabove or in the Parent SEC Documents, at the close of business on June 30April 1, 20012000, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement the Parent Equity Incentive Plans will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party party, or by which any of them it is bound bound, obligating the Parent 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 Parent or of any of its subsidiaries or obligating the Parent 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 Except for the convertible notes, there are no not any outstanding contractual obligations of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other securities of Parent or its subsidiariesthe Parent. There Except for the Stockholders Agreement contemplated hereby, there are no shareholder agreements, arrangements voting trusts or commitments other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance shares of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities capital stock of Parent. As The shares of the date of Parent Common Stock will, when issued pursuant to this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been be duly and validly issued, are fully paid and nonassessable and are will be issued free of any preemptive rights or other Liens. All of the outstanding capital stock of Parent's subsidiaries is owned by Parent (other than directors' qualifying shares), directly or indirectly, free and clear of any LiensLien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of Parent or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of Parent.

Capital Structure. (i) The authorized capital stock of Parent consists of 320,000,000 5,000,000,000 shares of Parent Common Stock. At , of which 2,331,018,041 shares were outstanding as of the close of business on June 30March 31, 2001, and 6,000,000 shares of Serial Preferred Stock, par value $5.00 per share (i) 156,074,952 the "Parent Preferred Stock"), none of which was outstanding as of the close of business on March 31, 2001. All of the outstanding shares of Parent Common Stock were issued are duly authorized, validly issued, fully paid and outstandingnonassessable. As of March 31, (ii) 81,175,767 2001, 144,645,878 shares of Parent Common Stock were held in treasury by Parent in its treasuryor Parent Subsidiaries. As of the date hereof, Parent has no commitments (including contingent or conditional commitments) to issue or deliver shares of Parent Common Stock or Parent Preferred Stock except that, as of March 31, 2001, there were outstanding options or other rights to purchase or receive up to 39,248,712 shares of Parent Common Stock granted pursuant to compensation, incentive and benefit plans, programs, agreements and arrangements ("Parent Plans"), and (iii) 5,233,644 up to approximately 52,813,243 shares of Parent Common Stock were reserved for issuance upon exercise of or held for delivery pursuant to the Parent Plans (including pursuant to such outstanding employee stock options to purchase shares of Parent Common Stock. options). (ii) Except as set forth aboveabove and for changes since March 31, at 2001 resulting from the close exercise of business stock options or other rights outstanding on June 30such date, 2001, as of the date hereof (i) there are no shares of capital stock or other voting securities of the Parent were issuedauthorized, reserved for issuance reserved, issued or outstanding. All issued and outstanding shares , (ii) neither Parent nor any of capital stock of Parent are, and all shares which may be issued pursuant its Subsidiaries is a party to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any agreement creating preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no bondsoutstanding rights, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securitiessubscriptions, options, warrants, calls, stock appreciation rights, commitmentsredemption rights, agreementsrepurchase rights, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock convertible securities or other voting securities of Parent or of any of its subsidiaries or obligating Parent 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 Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character relating to, or the value of which is determined by reference to, the issued or unissued share capital or other ownership interest of Parent, and (contingent or otherwiseiii) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of neither Parent or nor any of its subsidiaries Subsidiaries is a party to any agreement creating any other securities or assets obligations convertible or calculated in accordance therewith (other than ordinary course payments exchangeable into or commissions exercisable for, or giving any Person a right to sales representatives subscribe for or acquire, any equity securities of Parent, and no equity securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or nor any of its subsidiaries to file a registration statement under Subsidiaries has any outstanding bonds, debentures, notes or other obligations the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value holders of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of Parent free and clear of on any Liensmatter.

Capital Structure. The authorized capital stock of the Parent consists of 320,000,000 One Hundred Million (100,000,000) shares of common stock, par value $0.001 per share, of which Seven Million One Hundred Eighty Seven Thousand Four Hundred Ninety Eight (7,187,498) shares of Parent Common Stock. At Stock are issued and outstanding (before giving effect to the close of business on June 30, 2001, issuances to be made at Closing) and Five Million (i5,000,000) 156,074,952 shares of Parent Common Stock were issued and outstanding, (ii) 81,175,767 shares preferred stock of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stockwhich none are issued. Except as set forth above, at the close of business on June 30, 2001, no No other shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of the capital stock of the Parent are, and all such shares which that may be issued pursuant prior to this Agreement the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to and were not or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. To right, subscription right or any similar right under any provision of the knowledge of ParentNevada Revised Statutes, there are no voting truststhe Parent Charter, voting agreements, irrevocable proxies the Parent Bylaws or other agreements with respect any Contract to any voting shares of capital stock of Parentwhich the Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Parent Stock may votevote (“Voting Parent Debt”). Except as set forth abovein connection with the Transactions, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which any of them it is bound (i) obligating the Parent 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 equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Parent or of any of its subsidiaries or obligating other equity interest in, the Parent or any of its subsidiaries Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking 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 occurring to holders of the capital stock of the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. The Parent or its subsidiaries. There are no agreements, arrangements or commitments of is not a party to any character (contingent or otherwise) pursuant to which agreement granting any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result security holder of the transactions contemplated hereby) or Parent the right to cause the Parent to register shares of the capital stock or any other securities of its subsidiaries to file a registration statement the Parent held by such security holder under the Securities Act, or which otherwise relate . The stockholder list provided to the registration of any securities of Parent. As Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 issued and outstanding shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by the Parent free and clear of any LiensStock as at the Closing.

Capital Structure. The authorized capital stock of Parent consists of 320,000,000 70,000,000 shares of Parent Common Capital Stock. At the close , $0.001 par value, of business on June 30, 2001, (i) 156,074,952 which 10,873,750 shares of Parent Common Capital Stock were are issued and outstanding prior to the cancellation of 9,773,750 Capital Shares of Parent as set forth in 4.09 hereof. At Closing, immediately prior to the issuance of the Merger Consideration to the LLC Unit Holders, the Parent will have 1,100,000 shares of the Capital Stock outstanding. The authorized capital stock of Dissolving Corporation consists of eighteen million (18,000,000) shares of Capital Stock and no preferred stock of which eighteen million (18,000,000) will be issued to the LLC Unit Holders and cancelled in exchange for eighteen million (18,000,000) shares of Capital Stock of Parent. The Parent is also authorized to issue 5,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding, (ii) 81,175,767 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of business on June 30, 2001herein, no shares of capital stock or other voting equity securities of the Parent were are issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are and, not subject to preemptive rights, and were not issued in violation compliance with all applicable state and federal laws concerning the issuance of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parentsecurities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date of this Agreement, there Parent. There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities of Parent or any of its subsidiaries or obligating Parent 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 equity securities of Parent or of any of its subsidiaries or obligating Parent 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 obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance other Securities of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Lienssubsidiaries.

Capital Structure. The authorized capital stock of the Parent consists of 320,000,000 900,000,000 shares of Parent Common Stock. At the close , par value $0.0001 per share, and 100,000,000 shares of business on June 30preferred stock, 2001par value $0.0001 per share, of which (i) 156,074,952 94,234,136 shares of Parent Common Stock were are issued and outstandingoutstanding (before giving effect to the issuances to be made at Closing), (ii) 81,175,767 no shares of Parent Common Stock were held by Parent in its treasurypreferred stock are outstanding, and (iii) 5,233,644 no shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee or preferred stock options to purchase shares of are held by the Parent Common Stockin its treasury. Except as set forth above, at the close of business on June 30, 2001, no No other shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of the capital stock of the Parent are, and all such shares which that may be issued pursuant prior to this Agreement the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to and were not or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. To right, subscription right or any similar right under any provision of the knowledge of ParentNevada Revised Statutes, there are no voting truststhe Parent Charter, voting agreements, irrevocable proxies the Parent Bylaws or other agreements with respect any Contract to any voting shares of capital stock of Parentwhich the Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Parent Stock may votevote (“Voting Parent Debt”). Except as set forth abovein connection with the Transactions, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which any of them it is bound (i) obligating the Parent 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 equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Parent or of any of its subsidiaries or obligating other equity interest in, the Parent or any of its subsidiaries Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking 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 occurring to holders of the capital stock of the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. The Parent or its subsidiaries. There are no agreements, arrangements or commitments of is not a party to any character (contingent or otherwise) pursuant to which agreement granting any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result securityholder of the transactions contemplated hereby) or Parent the right to cause the Parent to register shares of the capital stock or any other securities of its subsidiaries to file a registration statement the Parent held by such securityholder under the Securities Act, or which otherwise relate . The stockholder list provided to the registration of any securities of Parent. As Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 issued and outstanding shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by the Parent free and clear of any LiensStock as at the Closing.

Capital Structure. The (i) As of April 16, 2004, the authorized capital stock of Parent consists consisted of 320,000,000 (A) 75,000,000 shares of Parent Common Stock, $0.02 par value, of which 6,078,585 shares were outstanding and (B) 25,000,000 shares of preferred stock, $0.001 par value, none of which is outstanding. At the close of business on June 30, 2001, (i) 156,074,952 The shares of Parent Common Stock were to be issued and outstanding, (ii) 81,175,767 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance the Merger or upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at converted in the close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Parent are, and all shares which may be issued Merger pursuant to this Agreement Section 1.9 will be, when issued, be duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to and were not issued in violation free of any preemptive rights. To the knowledge There were outstanding as of ParentApril 16, there are 2004 no voting trustsoptions, voting agreements, irrevocable proxies warrants or other agreements with respect rights to any voting shares of acquire capital stock of Parent. There are no bonds, debentures, notes or from Parent other indebtedness of than options to acquire capital stock from Parent having representing in the aggregate the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders purchase approximately 513,900 shares of Parent may vote. Common Stock under Parent's stock option plans and agreements. (ii) Except as otherwise set forth abovein this Section 3.1(b) and as contemplated by Section 1.8 and Section 1.9, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries Subsidiaries is a party or by which any of them is bound obligating Parent or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or of any of its subsidiaries Subsidiaries or obligating Parent or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There As of the date of this Agreement, there are no outstanding contractual obligations of Parent or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any LiensSubsidiaries.