Common use of Capital Structure Clause in Contracts

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of (i) 100,000,000 Company Shares and (ii) 1,000,000 shares of preferred stock, $0.001 par value per share (“Company Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). At the close of business on November 9, 2009, (i) 42,826,170 Company Shares were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 Company Shares 25,000,000 shares of Common Stock, and (ii) 1,000,000 25,000,000 shares of preferred stockstock of the Company, par value $0.001 par value per share (“Company Preferred Stock”the "PREFERRED STOCK"), issuable in one or more series, of which (A) 400,000 43,600 shares of Preferred Stock have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”)designated. At the close of business on November 9June 6, 20092001, (i) 42,826,170 Company Shares 9,741,016 shares of Common Stock were issued and outstanding and (ii) 11,581,107 shares of Common Stock were reserved for issuance upon the exercise of outstanding options, warrants, convertible securities and stock rights in the Company. At the close of business on June 6, 2001, 22,500 shares of Series C Convertible Preferred Stock were issued and outstanding, all . All outstanding shares of which were capital stock of the Company are validly issued, fully paid, paid and nonassessable and free of not subject to preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury . As of June 6, 2001, the Company and no Company Shares were held by Subsidiaries had granted options to acquire an aggregate of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company 455,002 shares of Common Stock Options”) to purchase Company Shares at $3.25 per share, pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Company's 1998 Stock Incentive Plan (the “Company Stock Option Plan”), warrants or other rights "STOCK PLAN") and options to purchase or otherwise acquire the Company Shares; and (iv) no shares an aggregate of Company Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Common Stock reserved for issuance at $3.25 per share, pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Company's 1997 Informal Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstandingCompensation Plan. Except as otherwise set forth above and except for in this Section 5.2 or in the issuance Company Disclosure Letter (the "COMPANY DISCLOSURE LETTER"), in which the Company shall make the disclosures required by or referred to in this Agreement which shall be listed under headings corresponding to the section references in this Agreement, there are no options, warrants, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Shares upon is a party or by which it is bound obligating the exercise of Company Stock Options outstanding in accordance with the terms thereofto issue, no deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by Subsidiaries, including any securities pursuant to which any of them is bound obligating the Company or any of its Subsidiaries rights to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of acquire capital stock (or other voting securities or equity equivalents) became exercisable only after a change of control of the Company or any of its Subsidiaries or obligating upon the acquisition of a specified amount of the Common Stock or voting power of the Company or any of its Subsidiaries. Except as set forth in the Company Disclosure Letter, since February 28, 2001, no shares of the capital stock of the Company or any of its Subsidiaries have been issued other than pursuant to grantthe exercise of Company stock options and warrants already in existence and outstanding on such date or conversion of Series C Convertible Preferred Stock, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, and neither the Company does not have nor any outstanding bondsof its Subsidiaries has granted any stock options, debentures, notes warrants or other obligations the holders of which have the right rights to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of acquire any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share . Except as specified in the Company Disclosure Letter or as contemplated herein, there are no agreements, arrangements or other understandings in respect of the right to vote any shares of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorizedCompany, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned there are no securities issued by the Company or another Subsidiary agreements, arrangements or other understandings to which the Company is a party giving any person any right to acquire equity securities of the CompanySurviving Corporation at or following the Effective Time and all securities, free agreements, arrangements and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 understandings relating to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required right to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) acquire equity securities of the Company (whether pursuant to the exercise of options, warrants or otherwise) provide that, at and following the Effective Time, such right shall entitle the holder thereof to receive the consideration he would have received in the Merger had he exercised his right immediately before the Effective Time. The Company Disclosure Letter sets forth a complete list as of the date of this Agreement of all Subsidiaries and Joint Ventures options, warrants, convertible or exchangeable securities, or other rights to purchase shares of capital stock or other securities of the Company or any Subsidiary. The Company Disclosure Letter contains a true and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 correct copy of the stock register provided to the Company Letter also sets forth by its transfer agent as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this AgreementMarch 31, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture2001. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreementhereof, the authorized capital stock of the Company consists of (i) 100,000,000 36,000,000 Company Shares and (ii) 1,000,000 150,000 shares of cumulative preferred stock, $0.001 50 par value per share (“the "Company Preferred Stock”)A Shares") and 200,000 shares of cumulative preferred stock, of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock $100 par value per share (the “"Company Series Preferred B Preferred Stock”Shares"). At the close of business on November 9December 12, 2009, 1997 (i) 42,826,170 13,514,094 Company Shares were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no 44,399 shares of Company Preferred Stock A Shares were issued and outstanding; and (iii) 26,989 shares of Company Preferred B Shares were issued and outstanding. The Company has no Company Shares, Company Preferred A Shares or Company Preferred B Shares reserved for issuance, other than 100,000 shares except that, as of December 12, 1997, there were 1,602,752 Company Series B Preferred Stock Shares reserved for issuance pursuant to the Company's Key Employee Stock Option Plan, Profit Sharing Plan and Stock Performance Sharing Plan (the "Company Stock Plans") and the Company's Dividend Reinvestment Plan and 13,514,094 Company Shares reserved for issuance under the Shareholder Rights Agreement, Agreement dated as of March 31November 15, 2009, 1989 between the Company and American Stock Transfer & Trust Company LLC The First National Bank of Boston as rights agent (the “Company "Shareholder Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”"). The Company Stock Option Plan is the only benefit plan of In addition, the Company or its Subsidiaries under which any securities of the has reacquired and holds 1,620 Company or any of its Subsidiaries are issuable. Each Company Share which may be issued Shares in treasury for reissuance pursuant to the Company Stock Option Accumulation Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rightsfor Outside Directors. No All outstanding shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is are duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. No bonds, anddebentures, except for director or qualifying shares, each such share (notes or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) indebtedness of the Company Letter sets forth a list as of conferring the date of this Agreement of all Subsidiaries and Joint Ventures right to vote (or convertible into, or exchangeable for, securities conferring the right to vote) on any matters on which the shareholders of the Company and the jurisdiction in which such Subsidiary may vote are issued or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Ventureoutstanding. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (ai) As of the date of this Agreement, the The authorized capital stock of the Company consists of (iA) 100,000,000 250,000,000 shares of Company Shares Common Stock, of which 36,780,009, shares are issued and outstanding as of the date hereof and of which 36,780,009 shares plus such number of shares as may be issued consistent with Section 4.1(b) shall be issued and outstanding as of the Effective Time, and no shares are held by the Company or its Subsidiaries as treasury stock, (B) 30,000,000 shares of Class B Common Stock, par value $.01 per share, of which no shares are issued or outstanding, and (iiC) 1,000,000 shares of preferred stock, $0.001 par value $.01 per share (“Company Preferred Stock”)share, of which (A) 400,000 no shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”)are issued or outstanding. At the close of business on November 9, 2009, (i) 42,826,170 Company Shares were All issued and outstandingoutstanding shares of the capital stock of the Company are duly authorized, all of which were validly issued, fully paidpaid and nonassessable, nonassessable and free no class of capital stock is entitled to preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares . Except pursuant to the ▇▇▇▇▇▇.▇▇▇Option Agreement or as set forth on Schedule 3.1(b)(i), Inc. Equity Incentive Plan (the “Company Stock Option Plan”)there are no outstanding options, warrants or other rights to purchase or otherwise acquire capital stock from the Company Shares; and (ivor securities convertible into or exchangeable or exercisable for such capital stock) no other than options representing in the aggregate the right to purchase 5,987,693 shares of Company Preferred Common Stock were reserved for issuanceunder the Company Stock Option Plans. (ii) Schedule 3.1(b)(ii) lists all Subsidiaries of the Company as of the date of this Agreement. Except as set forth in Schedule 3.1(b)(ii), other than 100,000 (a) all of the issued and outstanding shares of capital stock of each Subsidiary of the Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreementthat is a corporation are duly authorized, dated as of March 31validly issued, 2009fully paid and nonassessable and are owned, between directly or indirectly, by the Company and American Stock Transfer & Trust where owned by the Company LLC or one or more of its Subsidiaries, are owned free and clear of any liens, claims, encumbrances, restrictions, preemptive rights, security interests, charges, voting and disposition restrictions or any other claims of any third party ("Liens"), (b) all capital, membership or voting interests of each Subsidiary of the “Company Rights Agreement”that is not a corporation have been validly created pursuant to its Organizational Documents and, where owned by the Company or one or more of its Subsidiaries, are owned, directly or indirectly, by the Company free and clear of any Liens and (c) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan none of the Company or its Subsidiaries under which has any securities agreement or obligation to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person or owns any interests in any Person other than a wholly owned Subsidiary (except, as of the Effective Time, as may be agreed or allowed consistent with Section 4.1(d)). (iii) No bonds, debentures, notes or other indebtedness of the Company or having the right to vote on any of its Subsidiaries are issuable. Each matters on which shareholders may vote ("Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock Voting Debt") are issued or outstanding. . (iv) Schedule 3.1(b)(iv) sets forth a true and complete list as of the date hereof of all holders of options to purchase Company Common Stock, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. (v) Except as otherwise set forth in the last sentence of Section 3.1(b)(i) or as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth aboveSchedule 3.1(b)(v), there are no securities, options, warrants, calls, subscriptions, rights, puts commitments, agreements, arrangements or Contracts undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, deliver or sell, redeem or otherwise acquire, or cause to be issued, delivered, delivered or sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, subscriptions, call, right, put commitment, agreement, arrangement or Contractundertaking. As of the date of this AgreementExcept as disclosed on Schedule 3.1(b)(i), the Company does not have any there are no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers its Subsidiaries to repurchase, redeem or directors is a party concerning the voting otherwise acquire any shares of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company International consists of (i) 100,000,000 Company Shares 30,000,000 shares of International Common Stock and (ii) 1,000,000 shares of preferred stock, $0.001 par value per share (“Company Series A Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). At the close of business on November 9April 30, 20091997, (i) 42,826,170 Company Shares 11,148,302 shares of International Common Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury no shares of the Company and no Company Shares International Common Stock were held by Subsidiaries of the Company; International in its treasury, (iii) 6,804,594 Company Shares 1,250,000 shares of International Common Stock were reserved for issuance pursuant to outstanding options (the “Company Benefit Plans and International had commitments to issue up to 768,949 shares of International Common Stock Options”) to purchase Company Shares pursuant under the Benefit Plans, exclusive of shares issuable under the 1996 Employee Stock Purchase Plan with respect to the ▇▇▇▇▇▇.▇▇▇offering period beginning April 1, Inc. Equity Incentive Plan (the “Company Stock Option Plan”)1997, warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no 11,911.565 shares of Company Series A Preferred Stock were reserved for issuanceissued and outstanding, other than 100,000 and (v) contingent warrants to purchase 264,701 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred International Common Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be "International Warrants") were issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for above, at the issuance close of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereofbusiness on April 30, 1997, no shares of capital stock or other voting securities of the Company are International were issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional All outstanding shares of capital stock (or other voting securities or equity equivalents) of International are, and all shares which may be issued pursuant to the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grantBenefit Plans will be, extend or enter into any such optionwhen issued, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. There are not any bonds, anddebentures, except for director notes or qualifying sharesother indebtedness of International having the right to vote (or convertible into, each such share (or exchangeable for, securities having the right to vote) on any matters on which stockholders of International may vote. Except as set forth above or as provided in Section 1.5 hereof, there are not, and immediately prior to the Offer Closing Time there will not be, any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which International is a party or by which it is bound obligating International to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting security securities of International or equity equivalentof Daka or obligating International or Daka to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except regarding the Series A Preferred Stock and the International Warrants or as provided in Section 1.5 hereof, there are not any outstanding contractual obligations of International or its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of International or its Subsidiaries. International has delivered to Compass a complete and correct copy of the Series A Preferred Stock Purchase Agreement, as the case may be) is owned by the Company or another Subsidiary of the Company, free amended and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 supplemented to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of 40,000,000 shares of common stock, par value $.001 per share (i) 100,000,000 the "Company Shares Common Stock"), and (ii) 1,000,000 2,000,000 shares of preferred stock, $0.001 par value $.001 per share (“the "Company Preferred Stock”)" and, of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (together with the “Company Series B Preferred Common Stock”, the "Company Capital Stock"). At the close of business on November 9April 21, 20092003, (i) 42,826,170 20,528,899 shares of Company Shares were issued Common Stock and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuanceissued and outstanding, other than 100,000 (ii) 1,749,141 shares of Company Series B Preferred Common Stock were subject to outstanding Company Employee Stock Options and 4,693,642 additional shares of Company Common Stock were reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company Stock Plans and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”iii) providing for rights to acquire 120,501 shares of Company Series B Preferred Common Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued were reserved for issuance pursuant to the Company's 2000 Employee Stock Purchase Plan (the "Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstandingESPP"). Except as set forth above and except for above, as of the issuance date of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereofthis Agreement, no shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding. As All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Capital Stock may vote. Except as set forth above, as of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no not any options, warrants, calls, rights, puts convertible or Contracts exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, deliver, deliver or sell, redeem or otherwise acquire, or cause to be issued, delivered, delivered or sold, redeemed or otherwise acquired, any 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 equivalents) of interest in, the Company or of any of its Subsidiaries Company Subsidiary or (ii) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, put security, commitment, Contract, arrangement or Contractundertaking. As of the date of this Agreement, the Company does there are not have any outstanding bonds, debentures, notes or other contractual obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its SubsidiariesCompany Subsidiary. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized share capital stock of the Company consists of (i) 100,000,000 Company 500,000,000 Shares and (ii) 1,000,000 50,000,000 preferred shares of preferred stock, $0.001 which 20,000 have par value of $100.00 per share and 49,980,000 have no par value (“Company the "Preferred Stock”Shares"), of which (A) 400,000 5,000,000 shares of Preferred Stock having no par value have been designated as Series Class A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock Shares (the “Company Series B "Junior Preferred Stock”Shares"). At As of the close of business on November 9April 30, 2009, 2001 (i) 42,826,170 Company the "Capitalization Date"): 8,650,602 Shares were issued and outstanding, all ; no shares of which Preferred Stock were validly issued, fully paid, nonassessable issued and free of preemptive rightsoutstanding; (ii) 1,099,335 Company 874,687 Shares were held in the treasury Company's treasury; and there were outstanding Rights with respect to 492,375 Shares as set forth in Section 3.3 of the Disclosure Letter; and there were outstanding rights (the "Rights Agreement Rights") under the Rights Agreement dated January 25, 2001 between the Company and no Company Shares were held by Subsidiaries Fleet National Bank, as rights agent (the "Rights Agreement"). Since the Capitalization Date, except as set forth in Section 3.3 of the Company; Disclosure Letter or in the SEC Reports (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”as defined in Section 3.6), warrants the Company (i) has not issued any Shares other than upon the exercise or other vesting of Rights outstanding on such date, (ii) has not granted any options or rights to purchase or otherwise acquire Shares (under the Company Shares; Company's Share Plans or otherwise) and (iviii) no shares of Company Preferred Stock were reserved for issuancehas not split, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company combined or its Subsidiaries under which any securities of the Company or reclassified any of its Subsidiaries are issuableshares of beneficial interest. Each Company Share which All of the outstanding Shares have been, and all Shares that may be issued pursuant to the Company Stock Option Plan has been duly authorized andRights will be, if and when issued pursuant to in accordance with the respective terms thereof, will be duly authorized and validly issued, issued and are fully paid, paid and nonassessable and are free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for in this Section 3.3 or in Section 3.3 of the issuance of Company Shares upon Disclosure Letter or in the exercise of Company Stock Options SEC Reports, there are outstanding in accordance with the terms thereof, (i) no shares of capital stock beneficial interest or other voting securities of the Company are issuedCompany, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no securities of the Company convertible into or exchangeable for shares of beneficial interest or voting securities of the Company and (iii) no options, warrants, callsrights or other agreements or commitments to acquire from the Company, rights, puts or Contracts to which and no obligation of the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other beneficial interest, voting securities or equity equivalents) securities convertible into or exchangeable for shares of beneficial interest or voting securities of the Company, and no obligation of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such optionsubscription, warrant, calloption, right, put convertible or Contractexchangeable security or other similar agreement or commitment (the items in clauses (i), (ii) and (iii) being referred to collectively as the "Company Securities"). As Except as set forth in Section 3.3 of the date of this AgreementDisclosure Letter, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There there are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock outstanding obligations of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalentsubsidiary to repurchase, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, redeem or otherwise provide assets or cash, to acquire any Joint VentureCompany Securities. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company Purchaser consists of 200,000,000 shares of common stock, par value $.01 per share (i) 100,000,000 Company Shares the "Purchaser Common Stock"), and (ii) 1,000,000 shares of preferred stock, $0.001 par value $.01 per share (“Company the "Purchaser Preferred Stock”)" and, of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (together with the “Company Series B Preferred Purchaser Common Stock”, the "Purchaser Capital Stock"). At the close of business on November 9April 11, 20092003, (i) 42,826,170 Company Shares 89,706,755 shares of Purchaser Common Stock and no shares of Purchaser Preferred Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares 12,728,773 shares of Purchaser Common Stock were held subject to outstanding options to purchase shares of Purchaser Common Stock ("Purchaser Employee Stock Options") issued pursuant to Purchaser's equity incentive plans listed in the treasury Section 4.03 of the Company Purchaser Disclosure Letter (the "Purchaser Stock Plans") and no Company Shares were held by Subsidiaries 2,287,099 additional shares of the Company; (iii) 6,804,594 Company Shares Purchaser Common Stock were reserved for issuance pursuant to outstanding options the Purchaser Stock Plans, (the “Company Stock Options”iii) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no 441,267 shares of Company Preferred Purchaser Common Stock were reserved for issuanceissuance under Purchaser's Employee Stock Purchase Plan, other than 100,000 (iv) 23,790,537 shares of Company Series B Preferred Purchaser Common Stock were subject to options or warrants to purchase shares of Purchaser Common Stock not issued under any Purchaser Stock Plans and (v) 1,011,236 shares of Purchaser Common Stock were reserved for issuance pursuant to the Rights Agreement, dated as upon conversion of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstandingoutstanding convertible debentures. Except as set forth above and except for above, as of the issuance date of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereofthis Agreement, no shares of capital stock or other voting securities of the Company are Purchaser were issued, reserved for issuance or outstanding. As All outstanding shares of Purchaser Capital Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Minnesota Business Corporation Act, the Purchaser Charter, the Purchaser By-laws or any Contract to which Purchaser is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Purchaser having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Purchaser Capital Stock may vote. Except as set forth above, as of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no not any options, warrants, calls, rights, puts convertible or Contracts exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company Purchaser or any of its Subsidiaries Purchaser Subsidiary is a party or by which any of them is bound (i) obligating the Company Purchaser or any of its Subsidiaries Purchaser Subsidiary to issue, deliver, deliver or sell, redeem or otherwise acquire, or cause to be issued, delivered, delivered or sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company interests in, or any security convertible or exercisable for or exchangeable into any capital stock of its Subsidiaries or other equity interest in, Purchaser or of any Purchaser Subsidiary or (ii) obligating the Company Purchaser or any of its Subsidiaries Purchaser Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, put security, commitment, Contract, arrangement or Contractundertaking. As of the date of this Agreement, the Company does there are not have any outstanding bonds, debentures, notes or other contractual obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries Purchaser or any Purchaser Subsidiary to repurchase, redeem or otherwise acquire any shares of their respective officers or directors is a party concerning the voting of any capital stock of the Company Purchaser or any of its SubsidiariesPurchaser Subsidiary. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of (i) 100,000,000 1,000,000,000 shares of Company Shares Common Stock and (ii) 1,000,000 50,000,000 shares of preferred stock, $0.001 par value $0.01 per share (“Company Preferred Stock”)” and, of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (together with the Company Common Stock, the “Company Series B Preferred Capital Stock”). At the close of business on November 9October 11, 2009, 2019 (ithe “Measurement Date”): (A) 42,826,170 213,404,153 shares of Company Shares Common Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable outstanding and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 issued and outstanding; (B) 1,684,659 Company RSUs were issued and outstanding and 1,213,728 Company PSUs were issued and outstanding at target performance levels; and (C) 17,747,482 shares of Company Series B Preferred Common Stock reserved remained available for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC Equity Plan. (the “Company Rights Agreement”b) providing for rights to acquire All outstanding shares of Company Series B Preferred Capital Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. All outstanding shares of Company Capital Stock have been issued and granted in compliance in all material respects with (the “Company Rights”)i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts. The Company Stock Option Plan is the only benefit plan As of the close of business on the Measurement Date, except as set forth in this Section 4.2 and in the Designated Stockholder Voting Agreements and the Company Stockholders’ Agreement, there are no outstanding options, warrants or its Subsidiaries under which any securities of other rights to subscribe for, purchase or acquire from the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to any capital stock of the Company Stock Option Plan has or securities convertible into or exchangeable or exercisable for capital stock of the Company (and the exercise, conversion, purchase, exchange or other similar price thereof). All outstanding shares of capital stock or other equity interests of the Subsidiaries of the Company are owned by the Company, or a direct or indirect wholly owned Subsidiary of the Company, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized andauthorized, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable paid and free of preemptive rights. No shares of Company Preferred Stock are issued or outstandingnonassessable. Except as set forth above in this Section 4.2, and except for changes since the Measurement Date resulting from the vesting of Company RSUs or Company PSUs outstanding at such date (and the issuance of Company Shares upon the exercise of Company Stock Options outstanding shares thereunder), or stock grants or other awards granted in accordance with the terms thereofSection 6.1(b)(ii), there are outstanding: (A) no shares of capital stock Company Capital Stock, Voting Debt or other voting securities of the Company, (B) no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of Company Capital Stock, Voting Debt or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (iiC) as set forth above, there are no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), puts commitments or Contracts agreements to which the Company or any Subsidiary of the Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or any Voting Debt or other voting securities of the Company, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. Other than the Company Stockholders’ Agreement and the Designated Stockholder Voting Agreements, there are not any stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries is a party or by which any of them it is bound obligating relating to the Company or voting of any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) interest of the Company or any of its Subsidiaries or obligating Subsidiaries. No Subsidiary of the Company owns any shares of Company Common Stock or any other shares of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or ContractCompany Capital Stock. As of the date of this Agreement, neither the Company does not have nor any outstanding bondsof its Subsidiaries has any (1) interests in a material joint venture or, debenturesdirectly or indirectly, notes equity securities or other obligations the holders of which have the right similar equity interests in any Person or (2) obligations, whether contingent or otherwise, to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 4.2 of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its SubsidiariesDisclosure Letter. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists solely of (i) 100,000,000 Company Shares 15,000,000 shares of Common Stock, and (ii) 1,000,000 100,000 shares of preferred stock, $0.001 par value $0.01 per share share, of Company (“Company "Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”"). At the close of business on November 9March 15, 2009, 2002 (the "Capital Structure Date"): (i) 42,826,170 Company Shares 6,774,027 shares of Common Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares no shares of Preferred Stock were held in the treasury of the Company issued and no Company Shares were held by Subsidiaries of the Company; outstanding, (iii) 6,804,594 Company Shares 558,000 shares of Common Stock were reserved for issuance pursuant to outstanding options (Options granted under the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇Incentive Plan, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no 1,078,476 shares of Company Preferred Common Stock were reserved for issuance, other than 100,000 shares of held by Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or in its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstandingtreasury. Except as set forth above and except for in the issuance first sentence of Company Shares upon this Section 4.1(f), at the exercise close of Company Stock Options outstanding in accordance with business on the terms thereofCapital Structure Date, no shares of capital stock or other voting equity securities of the Company are were issued, reserved for issuance or outstanding. As Since the close of business on the date of this AgreementCapital Structure Date, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting equity securities of Company have been issued or equity equivalentsreserved for issuance or become outstanding, other than shares of Common Stock described in clause (iii) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date first sentence of this Agreement, Section 4.1(f) that have been issued upon the Company does not have any exercise of outstanding bonds, debentures, notes or other obligations Options granted under the holders Incentive Plan. All outstanding shares of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is are duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. Except as described in this Section 4.1(f), andCompany does not have outstanding any securities convertible into or exchangeable or exercisable for any shares of its capital stock, except for director or qualifying sharesthere are no outstanding options, each such share (warrants or other voting security rights to purchase or equity equivalentacquire any of its capital stock, as the case may be) and there are no contracts, commitments, understandings, arrangements or restrictions by which Company is owned by the Company or another Subsidiary bound to issue additional shares of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoeverits capital stock. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation authorized or outstanding bonds, debentures, notes or other indebtedness that entitle the holders to make vote (or convertible or exercisable for or exchangeable into securities that entitle the holders to vote) with holders of Common Stock on any capital contributions, or otherwise provide assets or cash, to any Joint Venturematter. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 200,000,000 shares of Company Shares Common Stock and (ii) 1,000,000 500,000 shares of preferred stock, $0.001 par value $0.01 per share (the “Company Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (together with the Company Common Stock, the “Company Series B Preferred Capital Stock”). At the close of business on November 9March 31, 20092010 (the “Measurement Date”), (ia) 42,826,170 24,141,919 shares of Company Shares Common Stock (which includes 612,444 shares of Company Common Stock subject to vesting or other forfeiture conditions or repurchase by the Company (such shares, the “Company Restricted Stock”)) were issued and outstanding, all (b) no shares of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares Common Stock were held by Subsidiaries the Company in its treasury, (c) 1,731,521 shares of the Company; Company Common Stock were subject to outstanding Company Employee Stock Options (iiias defined in Section 6.04(f)) 6,804,594 and 2,803,775 additional shares of Company Shares Common Stock were reserved and available for issuance pursuant to outstanding options (the “Company Stock Options”Plans (as defined in Section 6.04) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (ivd) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for above, at the issuance close of Company Shares upon business on the exercise of Company Stock Options outstanding in accordance with the terms thereofMeasurement Date, no shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding. As All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company Bylaws or any Contract (as defined in Section 3.05(a)) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts convertible or Contracts exchangeable securities, commitments, or undertakings of any kind to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, deliver, deliver or sell, redeem or otherwise acquire, or cause to be issued, delivered, delivered or sold, redeemed or otherwise acquired, any 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 equivalents) of interest in, the Company or of any of its Subsidiaries Company Subsidiary or any Voting Company Debt or (ii) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, grant, extend or enter into any such option, warrant, callsecurity, right, put commitment or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matterundertaking. There are no Contracts to which outstanding contractual obligations of the Company, its Subsidiaries Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its SubsidiariesCompany Subsidiary, other than pursuant to the Company Stock Plans or the Company 401(k) and Employee Stock Ownership Plan (the “Company ESOP”). (b) Each outstanding share of capital stock (or other voting security or equity equivalent, Except as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons whoabove, as of the date close of this Agreementbusiness on the Measurement Date, held outstanding there are 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, the Company Stock Options indicatingor any Company Subsidiary, (ii) voting trusts, proxies or other similar agreements or understandings to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound with respect to each the voting of any shares of capital stock of the Company Stock Option then outstandingor any Company Subsidiary, or (iii) contractual obligations or commitments of any character to which the number Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of the Company Shares subject to such or any Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereofSubsidiary.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 Company 500,000 Class A Common Shares, 500,000 Class B Common Shares and (ii) 1,000,000 100,050 shares of preferred stock, $0.001 par value per share (“Company Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (collectively, the “"Company Series B Preferred Stock”Shares"). At As of the close of business on November 9, 2009date hereof, (i) 42,826,170 Company 495,000 Class A Common Shares were issued and outstanding, all of which were validly issued, fully paid, paid and nonassessable and free of preemptive rights; , (ii) 1,099,335 Company no Class B Common Shares were held in the treasury of the Company issued and outstanding, (iii) no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and in its treasury, (iv) no 50,050 shares of Company Series A Preferred Stock were reserved for issuanceissued and outstanding, other than 100,000 shares all of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be were validly issued, fully paid, paid and nonassessable and free of preemptive rights. No , and (v) 50,000 shares of Company Series B Preferred Stock are were issued or and outstanding. Except as set forth above , all of which were validly issued, fully paid and nonassessable and free of preemptive rights, except in each case for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance agreements with the terms thereof, no shares of capital stock or other voting securities stockholders of the Company are issued, reserved for issuance or outstanding. As set forth under Section 4.3 of the date of this Agreement, except Company Disclosure Schedule (the "Existing Stockholder Agreements"). Except for (i) this Agreement and outstanding Company Stock Options covering not in excess of 19,800 Company Shares under the Company Stock Option Plan, (ii) as set forth aboveoutstanding CVC Warrants exercisable for an aggregate 5,000 Common Shares and (iii) the Mezzanine Stock Purchase Warrant, there are no options, warrants, calls, rights, puts rights or Contracts agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, issue or sell, redeem or otherwise acquire, or cause to be issued, delivered, delivered or sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, rightright or agreement. Except for the Existing Stockholder Agreements, put or Contract. As those equity-related agreements with executives of the date Company set forth on Schedule 4.3 of the Company Disclosure Schedule (the "Executive Equity Agreements"), and as provided in this Agreement, the Company does not have any there are no outstanding bonds, debentures, notes or other contractual obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers its Subsidiaries (i) to repurchase, redeem or directors is a party concerning the voting otherwise acquire any shares of any capital stock or other equity securities of the Company or any of its Subsidiaries. , or (bii) Each outstanding share to vote or to dispose of any shares of the capital stock of any of the Company's Subsidiaries. Except for (or other voting security or equity equivalenti) the phantom stock right (the "Phantom Stock Right") granted by Public Sub to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Phantom Right Employment Agreement, (ii) as described in the case may betwo preceding sentences and (iii) registration rights of each Subsidiary certain stockholders of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 pursuant to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC that certain Registration Rights Agreement dated as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of October 14, 1997 between the Company and the jurisdiction in which such Subsidiary signatories thereto, there are no agreements, arrangements or Joint Venture is organized. Section 3.2 commitments of any character (including registration rights) relating to or based upon the issued or unissued capital stock or other securities of the Company Letter also or any of its Subsidiaries. The terms of the Company Stock Option Plan and Company Stock Options permit the Company to terminate unexercised Company Stock Options, whether vested or unvested, upon the Merger, without written consent or approval of the holders of the Company Stock Options, stockholders or otherwise. Section 4.3 of the Company Disclosure Schedule sets forth as a complete and accurate list of all Company stockholders and the number, class and series of capital stock of Company owned, of record and beneficially, by each such Company stockholder. Section 4.3 of the date Company Disclosure Schedule sets forth a complete and accurate list of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreementall warrants, options, "phantom" stock rights, stock appreciation rights or agreements or similar rights to acquire capital stock of, or any economic value in, the Company has no obligation to make or any capital contributionsof its Subsidiaries, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, including as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstandingholder thereof, the number name of Company Shares such holder, the number, class and series of shares of capital stock subject to such Company Stock Optionthereto, the exercisability, exercise price or conversion rate, and the exercise price, date of grant, vesting schedule and expiration termination date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 Company Shares and (ii) 1,000,000 shares of preferred stock, $0.001 par value per share (“Company Preferred Stock”)500,000,000 Shares, of which (A) 400,000 shares have been designated 69,773,183 Shares were outstanding as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). At of the close of business on November 9September 11, 20091997, and 50,000,000 shares of Preferred Stock, par value one-thousandth of one dollar (i$.001) 42,826,170 Company Shares were issued and outstandingper share (the "Preferred Shares"), all of which no shares were outstanding as of the close of business on September 11, 1997. All of the outstanding Shares have been duly authorized and are validly issued, fully paid, nonassessable paid and free of preemptive rights; (ii) 1,099,335 nonassessable. The Company has no Shares were held in the treasury of the Company and no Company or Preferred Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 shares except that, as of Company Series B Preferred Stock September 11, 1997, there were 4,827,730 Shares reserved for issuance pursuant to the Rights AgreementCompany's 1993 Stock and Incentive Plan (the "Stock Plan") and 500,000 Shares reserved for issuance pursuant to the Western Save Plan. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, dated validly issued, fully paid and nonassessable and owned by a direct or indirect wholly-owned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as of March 31, 2009, between set forth above or in the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to acquire issue or sell any shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan capital stock or other securities of the Company or any of its Subsidiaries under which 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 Company or any of its Subsidiaries Subsidiaries, and no securities or obligations evidencing such rights are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized andauthorized, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of Neither the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or nor any of its Subsidiaries is a party or by which has outstanding any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiariesmatter ("Voting Debt"). (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 Company 30,000,000 Shares and (ii) 1,000,000 5,000,000 shares of preferred stock, $0.001 no par value per share (“Company the "Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”"). At the close of business on November 9December 13, 2009, 1996: (i) 42,826,170 Company 12,733,467 Shares were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company 1,863,190 Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company , and 4,312,500 Shares pursuant to were reserved for issuance upon conversion of the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; outstanding Convertible Notes and (ivii) no shares of Company Preferred Stock were outstanding and 18,909,157 shares of Series A Junior Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to under the Rights Agreement, Agreement dated as of March 31December 12, 2009, 1990 between the Company and American Stock Transfer & First Chicago Trust Company LLC of New York (the “Company "Rights Agreement”) providing for rights to acquire "). Except as set forth above, at the close of business on December 13, 1996, no shares of capital stock or other equity securities of G:\LEGAL\AGREEMNT\MERGER\PIONEER.4TH 6 the Company Series B Preferred Stock (the “Company Rights”)were issued, reserved for issuance or outstanding. The Company Stock Option Plan is the only benefit plan All outstanding shares of capital stock of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share are, and all shares which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of any outstanding Company Stock Options outstanding in accordance with the terms thereofwill be, no shares of capital stock or other voting securities of the Company are when issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. Except for $86,250,000 principal amount of Convertible Notes, andno bonds, except for director debentures, notes or qualifying shares, each such share other indebtedness of the Company or any subsidiary of the Company having the right to vote (or other voting security convertible into, or equity equivalentexchangeable for, securities having the right to vote) on any matters on which the stockholders of the Company or any subsidiary of the Company may vote are issued or outstanding. Except as disclosed in Section 2.2 of the case may be) is Disclosure Schedule dated the date hereof and delivered by the Company to Conseco concurrently herewith (the "Disclosure Schedule"), all the outstanding shares of capital stock of each subsidiary of the Company have been validly issued and are fully paid and nonassessable and are owned by the Company, by one or more subsidiaries of the Company or another Subsidiary of by the CompanyCompany and one or more such subsidiaries, free and clear of all security interestspledges, claims, liens, claimscharges, pledges, options, rights of first refusal, limitations on voting rights, charges encumbrances and other encumbrances security interests of any kind or nature whatsoeverwhatsoever (collectively, "Liens") except as may be provided by law. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, Except as filed with the SEC, constituted a true, accurate and correct statement set forth above or in all material respects of all Section 2.2 of the information required to be set forth therein by Disclosure Schedule, neither the regulations of the SEC as of the date thereof. (c) Section 3.2(c) Company nor any subsidiary of the Company Letter sets forth a list as of has any outstanding option, warrant, subscription or other right, agreement or commitment which either (i) obligates the date of this Agreement of all Subsidiaries and Joint Ventures Company or any subsidiary of the Company and to issue, sell or transfer, repurchase, redeem or otherwise acquire or vote any shares of the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 capital stock of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make or any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) subsidiary of the Company Letter sets forth a true, complete and correct list or (ii) restricts the transfer of all persons who, Shares. Except as disclosed in Section 2.2 of the date of this AgreementDisclosure Schedule, held no issued and outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, Shares are owned by the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereofCompany's subsidiaries.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 Company Shares 30,000,000 shares of Common Stock and (ii) 1,000,000 5,000,000 shares of preferred stock, $0.001 par value per share stock (“Company the "Preferred Stock”"), of which (A) 400,000 820,513 shares of Preferred Stock have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B ESOP Preferred Stock”). At the close of business on November 9January 31, 20091997, (i) 42,826,170 Company Shares 5,961,665 shares of Common Stock were issued and outstanding, all of which were validly issued, fully paid, paid and nonassessable and free of preemptive rights; , and (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no 786,869.1221 shares of Company ESOP Preferred Stock were reserved for issuanceissued and outstanding, other than 100,000 shares all of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be were validly issued, fully paid, paid and nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this the rights to purchase shares of Common Stock (the "Rights") issued pursuant to the Rights Agreement dated as of April 26, 1996 (the "Rights Agreement"), between the Company and State Street Bank, as Rights Agent; (ii) as set forth abovethe rights of holders of shares of ESOP Preferred Stock to convert such shares into shares of Common Stock; and (iii) stock options covering not in excess of 1,550,670 shares of Common Stock, including shares offered under the Company's 1980 Nonqualified Stock Option Plan, Stock Option and Stock Appreciation Rights Plan of 1980, 1983 Incentive Stock Option Plan, 1984 Stock Option Plan, 1987 Stock Option and Restricted Stock Plan and 1993 Long-Term Incentive Plan (collectively, the "Company Stock Options"), there are no options, warrants, calls, rights, puts rights or Contracts agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, deliver or sell, redeem or otherwise acquire, or cause to be issued, delivered, delivered or sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries Subsidiary or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put right or Contractagreement. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, Except as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of in the Company Letter sets forth a list as and except in respect of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons whoESOP Preferred Stock, as of the date of this Agreement, held there are no outstanding contractual obligations of the Company Stock Options indicatingor any of its Subsidiaries (i) to repurchase, with respect redeem or otherwise acquire any shares of capital stock of the Company or (ii) to each Company Stock Option then outstanding, vote or to dispose of any shares of the number capital stock of Company Shares subject to such Company Stock Option, and any of the exercise price, date of grant, vesting schedule and expiration date thereofCompany's Subsidiaries.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 40,000,000 shares of Company Shares Common Stock and (ii) 1,000,000 shares of series preferred stock, $0.001 par value $.01 per share (“"Company Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”"). At the close of business on November 928, 20091997, (i) 42,826,170 14,941,227 shares of Company Shares Common Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 470,300 shares of Company Series B Preferred Stock were issued and outstanding (and 1,410,900 shares of Company Common Stock were reserved for issuance upon the conversion thereof), (iii) 872,032 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,378,847 shares of Company Common Stock were reserved for issuance pursuant to ▇▇▇▇▇▇ Inc. 1985 Stock Option and Appreciation Plan and ▇▇▇▇▇▇ Inc. Stock Option Plan for Non-Employee Directors (collectively, the "Stock Plans"), and (v) 200,000 shares of Company Series A Preferred Stock were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Company Series A Preferred Stock issued pursuant to the Renewed Rights Agreement dated September 25, 1996 (as amended from time to time, the "Rights Agreement, dated as of March 31, 2009, ") between the Company and American Stock Transfer & and Trust Company LLC (the “Company Rights Agreement”) providing for Company, as rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstandingagent. Except as set forth above and except for above, at the issuance close of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereofbusiness on December 14, 1997, no shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstandingoutstanding (except for shares of Company Common Stock issued upon conversion of shares of Company Series B Preferred Stock since November 28, 1997). As At the close of business on December 14, 1997, there were no outstanding stock appreciation rights or rights (other than outstanding employee stock options to purchase shares of Company Common Stock ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise. All outstanding shares of capital stock of the date Company are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures or other indebtedness of this Agreementthe Company having the right to vote (or convertible into, except for (ior exchangeable for, securities having the right to vote) this Agreement and (ii) on any matters on which shareholders of the Company may vote. Except as set forth above, at the close of business on December 14, 1997, there are were no outstanding securities, options, warrants, calls, rights, puts commitments, agreements, arrangements or Contracts undertakings of any kind to which the Company or any of its Subsidiaries is subsidiaries was a party or by which any of them is was bound obligating the Company or any of its Subsidiaries subsidiaries to issue, deliver, deliver or sell, redeem or otherwise acquire, or cause to be issued, delivered, delivered or sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or of any of its Subsidiaries subsidiaries or obligating the Company or any of its Subsidiaries subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, put commitment, agreement, arrangement or Contractundertaking. As At the close of business on December 14, 1997, and except as provided pursuant to the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other 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 terms of the Company on any matter. There are Series B Preferred Stock there were no Contracts to which outstanding contractual obligations of the Company, its Subsidiaries Company or any of their respective officers its subsidiaries to repurchase, redeem or directors is a party concerning the voting otherwise acquire any shares of any capital stock of the Company or any of its Subsidiaries. (b) Each subsidiaries. At the close of business on December 14, 1997, there were no outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary contractual obligations of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director to vote or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary to dispose of any shares of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances capital stock of any nature whatsoeverof its subsidiaries. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the The Company has no obligation delivered to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth Bethlehem a true, complete and correct list of all persons who, as copy of the date of this Rights Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of entry into this Agreement, the authorized capital stock of the Company consists of (i) 100,000,000 299,589,834 shares of Company Shares and Class A Common Stock, (ii) 1,000,000 410,166 shares of Company Class B Common Stock and (iii) 50,000,000 shares of preferred stock, $0.001 par value $0.01 per share (“Company Preferred Stock”)” and, of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (together with the Company Common Stock, the “Company Series B Preferred Capital Stock”). At the close of business on November 9August 14, 2009, 2024: (iA) 42,826,170 18,103,020 shares of Company Shares Class A Common Stock were issued and outstanding, all 257 shares of which Company Class B Common Stock were validly issued, fully paid, nonassessable issued and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company outstanding and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 issued and outstanding; (B) 12,701,416 shares of Company Series B Preferred Common Stock were treasury stock; (C) 159,472 shares of Company Common Stock were reserved for issuance upon the vesting of outstanding Company RSU Awards; (D) 405,658 shares of Company Common Stock were reserved for issuance upon the vesting of outstanding Company PSU Awards, assuming maximum performance; and (E) 1,155,105 shares of Company Common Stock remained available for issuance pursuant to the Rights Company’s 2016 Omnibus Incentive Plan, as amended from time to time (“Company Equity Plan”). There are no warrants or similar rights exercisable or otherwise outstanding under the Company Warrant Agreement, dated as of March 31, 2009, between the and there are no Company and American Stock Transfer & Trust Company LLC Convertible Notes outstanding. (the “Company Rights Agreement”b) providing for rights to acquire All outstanding shares of Company Series B Preferred Common Stock have been duly authorized and are validly issued, fully paid and nonassessable and are not subject to preemptive rights. As of the close of business on August 14, 2024, except as set forth in this Section 4.2, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company or any of its Subsidiaries any Company Capital Stock or securities convertible into or exchangeable or exercisable for Company Capital Stock (and the “Company Rights”exercise, conversion, purchase, exchange or other similar price thereof). The All outstanding shares of capital stock or other equity interests of the Subsidiaries of the Company are owned by the Company, or a direct or indirect wholly owned Subsidiary of the Company, are free and clear of all Encumbrances and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 4.2, and except for changes since August 14, 2024 resulting from (i) stock grants or other awards granted, repurchased or redeemed in accordance with Section 6.1(b)(ii) in each case following the entry into this Agreement, (ii) the vesting and settlement of Company Equity Awards or (iii) the conversion of shares of Company Class B Common Stock Option Plan is into shares of Company Class A Common Stock at the only benefit plan option of any holder of Company Class B Common Stock in accordance with the terms of the Company’s Organizational Documents as in effect as of the entry into this Agreement, there are outstanding: (A) no shares of Company Capital Stock, Voting Debt or other voting securities of the Company, (B) no securities of the Company or its Subsidiaries under any Subsidiary of the Company convertible into or exchangeable or exercisable for or valued by reference to shares of Company Capital Stock, Voting Debt or other voting securities of the Company and (C) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which the Company or any Subsidiary of the Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or any Voting Debt or other voting securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to Subsidiaries, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement or obligating Parent to issue additional shares of Parent Common Stock Option Plan has been duly authorized and, if and when issued at the Effective Time pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there . There are no optionsdividends or distributions that have been declared by the Company with respect to the Company Common Stock that have not been paid by the Company. There are no stockholder agreements, warrants, calls, rights, puts voting trusts or Contracts other agreements to which the Company or any of its Subsidiaries is a party or by which any of them it is bound obligating relating to the Company or voting of any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock interest of the Company or any of its Subsidiaries. No Subsidiary of the Company owns any shares of the Company Capital Stock. (bc) Each outstanding share Schedule 4.2(c) of capital stock (or other voting security or equity equivalent, as the case may be) Company Disclosure Letter sets forth a list of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by that constitutes a “significant subsidiary” of the Company or another Subsidiary as defined in Rule 1-02(w) of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10Regulation S-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein X promulgated by the regulations of the SEC as of the date entry into this Agreement, including its outstanding equity interests and the owners thereof. . As of the entry into this Agreement, neither the Company nor any of its Subsidiaries has any (ci) Section 3.2(cinterests in a material joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person other than its Subsidiaries or (ii) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 4.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint VentureDisclosure Letter. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (ai) As of the date of this Agreement, the The authorized capital stock of the Company consists of (iA) 100,000,000 Company Shares and (ii) 1,000,000 250,000 shares of preferred stock, $0.001 par value per share (“Company Preferred Class A Common Stock”), of which 16,361 shares are outstanding (A) 400,000 including 191.18 shares have been designated as Series A Convertible Preferred Stock and held in treasury), (B) 100,000 250,000 shares have been designed as Series of Company Class B Junior Participating Preferred Stock (the “Company Series B Preferred Common Stock”). At the close of business on November 9, 2009, (i) 42,826,170 Company Shares were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; 33,639 shares are outstanding (ii) 1,099,335 Company Shares were including no shares held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iiitreasury) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (ivC) no 250,000 shares of Company Preferred Stock were reserved for issuanceStock, other than 100,000 of which 45,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC are outstanding (the “Company Rights Agreement”) providing for rights to acquire including 143.00 shares of Company Series B Preferred Stock (the “Company Rights”held in treasury). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set Capitalization Side Letter sets forth above and except for the issuance of Company Shares upon the exercise each record holder of Company Stock Options outstanding in accordance with and the terms thereof, no number of shares of capital stock or other voting securities each class of Company Stock held by each such record holder immediately prior to the Management Rollover Transaction. From June 30, 2003, there have been no issuances of shares of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of securities convertible into or exercisable for capital stock (or other voting security or equity equivalent, as of the case may be) Company. All issued and outstanding shares of each Subsidiary the capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying sharesas provided in the Company Stockholders Agreement, each such share (no class of capital stock is entitled to preemptive rights. No options, warrants, calls, commitments, agreements or other voting security or equity equivalent, as the case may be) is owned by rights to acquire capital stock from the Company or another Subsidiary any of its Subsidiaries are outstanding. Except as provided in the Company, free Certificate of Incorporation and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c3.1(c)(ii) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons whoDisclosure Schedule, as of the date of this Agreement, held there are no outstanding obligations of the Company Stock Options indicatingor any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. (ii) Except as disclosed in Section 3.1(c)(iii) of the Company Disclosure Schedule and except for Liens (defined below) granted in connection with respect to the Credit Agreement and the Bonding Agreement, all of the outstanding shares of capital stock of each Company Stock Option then outstandingof the Company’s Subsidiaries are beneficially owned by the Company, the number of Company Shares subject to such Company Stock Optiondirectly or indirectly, and all such shares have been validly issued and are fully paid and nonassessable and are owned by either the exercise priceCompany or one or more of its Subsidiaries, free and clear of all liens, charges, mortgages, pledges, security interests, restrictions on transfer or other encumbrances (collectively, “Liens”). (iii) As of the date of grantthis Agreement, vesting schedule and expiration date thereofno bonds, debentures, notes or other indebtedness of the Company having the right to vote on any matters on which stockholders may vote are issued or outstanding.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 300,000,000 Company Shares, of which 66,666,268 Company Shares were issued and (ii) 1,000,000 outstanding and 2,230,586 Company Shares were held in treasury as of the close of business on December 31, 1997; 2,000,000 shares of preferred stock, $0.001 par value $50.00 per share (“Company the "Preferred Stock”Shares"), of which (A) 400,000 no shares have been designated were outstanding as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). At of the close of business on November 9December 31, 20091997; and 50,000,000 shares of preference stock, par value $1.00 per share (i) 42,826,170 the "Preference Shares"), of which no shares were outstanding as of December 31, 1997. All of the outstanding Company Shares were issued have been duly authorized and outstanding, all of which were are validly issued, fully paidpaid and nonassessable. Other than 2,000,000 Preference Shares, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇designated "Series A Junior Participating Preference Stock", Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31December 11, 20091996, between the Company and American Stock Transfer & State Street Bank and Trust Company LLC Company, as Rights Agent (the “Company "Rights Agreement”) providing "), Company Shares reserved for rights issuance pursuant to acquire the Stock Option Agreement and Company Shares reserved for issuance as set forth below or which may be issued in accordance with Section 6.1(a), the Company has no Company Shares, Preferred Shares or Preference Shares reserved for issuance. As of December 31, 1997, there were not more than 6,650,000 Com pany Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, 1995 Stock Incentive Plan, Non-Employee Director Stock Plan, Incentive Award Deferral Plan and 1996 Non-Employee Director Stock Plan (collectively, the "Stock Plans"). Each of the outstanding shares of capital stock or other securities of each of the Company's Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company Series B Preferred Stock or a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above and except for Company Shares and options to purchase Company Shares which may be issued in accordance with Section 6.1(a), neither the Company nor any of its Subsidiaries has any obligation with respect to any preemptive or other outstanding rights (the “other than stock appreciation rights in respect of not more than 40,000 Company Rights”Shares). The Company Stock Option Plan is the only benefit plan , options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other securities of the Company or any of its Significant Subsidiaries under which 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 Company or any of its Subsidiaries Significant Subsidiaries, and no securities or obligations evidencing such rights are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized andauthorized, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above The Company Shares issuable pursuant to the Stock Option Agreement have been duly reserved for issuance by the Company, and except for the upon any issuance of such Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Stock Option Agreement, except for (i) this Agreement such Company Shares will be duly and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contractvalidly issued and fully paid and nonassessable. As of the date of this Agreement, the The Company does not have outstanding any outstanding bonds, debentures, notes or other 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 shareholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (ai) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 Company Shares, of which 55,515,330 Company Shares were issued and (ii) 1,000,000 outstanding as of the close of business on November 16, 2010, and 10,000,000 shares of preferred stockPreferred Stock, $0.001 par value per share (the “Company Preferred Shares”) (including a series of Preferred Stock constituting 100,000 Company Preferred Shares designated as “Series A Junior Participating Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). At the close of business on November 9, 2009, (i) 42,826,170 Company Shares were issued and outstanding, all none of which were validly issued, fully paid, nonassessable and free outstanding as of preemptive rights; (iithe date of this Agreement. Other than as set forth in Section 5.1(b)(i) 1,099,335 Company Shares were held in the treasury of the Company and Disclosure Letter, no Company Shares were are held in treasury by Subsidiaries the Company or its Subsidiaries. All of the Company; (iii) 6,804,594 outstanding Company Shares have been duly authorized and validly issued and are fully paid and nonassessable. All of the outstanding Company Shares have been issued in material compliance with applicable securities Laws. The Company has no Company Shares or Company Preferred Shares reserved for issuance, except that as of November 16, 2010, there were an aggregate of 5,986,416 Company Shares reserved for issuance pursuant to outstanding options the Company Compensation and Benefit Plans identified in Section 5.1(h)(i) of the Company Disclosure Letter as being the only Company Compensation and Benefit Plans pursuant to which Company Shares may be issued (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option PlanPlans”), warrants or other rights to purchase or otherwise acquire 10,544,000 Company Shares issuable upon exercise of the Company Shares; Warrants and (iv) no shares of 100,000 Company Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock Shares reserved for issuance pursuant to the Rights Agreement (the “Rights Agreement”), dated as of March 31September 29, 20092010, between the Company and American Computershare Trust Company, N.A., as Rights Agent. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list as of October 30, 2010 of (x) each outstanding Company Option and Company Award, (y) each other outstanding right, including those issued under the Company Stock Transfer & Trust Plans or Company LLC Compensation and Benefits Plans, to receive, the value of which is determined by reference to, Company Shares (including restricted stock and restricted stock units) (each a “Common Stock Unit”), and (z) each Company Warrant, including, in each case, the “Company Rights Agreement”) providing for rights to acquire shares holder, date of grant, term, number of Company Series B Preferred Shares subject thereto and, where applicable, exercise price and vesting schedule, including whether the vesting will be accelerated by the execution of this Agreement or consummation of the Merger or by termination of employment or change of position following consummation of the Merger. Since October 30, 2010, the Company has not issued any Company Options, Company Awards or Common Stock Units. All outstanding grants of Company Shares, Company Awards and Common Stock Units were made under the Company Stock Plans or Company Compensation and Benefits Plans. Upon any issuance of Company Shares pursuant to any Company Options, Company Awards or Common Stock Units, such Company Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (the each, a “Company RightsLien”). The Except as set forth in this Section 5.1(b)(i) and pursuant to the Rights Agreement, 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 Company Stock Option Plan is the only benefit plan or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries under which 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 Company or any of its Subsidiaries Subsidiaries, and no securities or obligations evidencing such rights are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized andauthorized, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the The Company does not have outstanding any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries. (bii) Each of the outstanding share shares of capital stock (or other voting security or equity equivalent, as the case may be) securities of each Subsidiary of the Company Company’s Subsidiaries has been duly authorized and validly issued and is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is nonassessable and owned by the Company or another by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoeverLiens. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c5.1(b)(ii) of the Company Disclosure Letter sets forth a list as (x) each of the date of this Agreement of all Company’s Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by interest of the Company in each such Joint VentureSubsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary and (y) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person. As The Company does not own, directly or indirectly, any voting interest in any Person the acquisition of which requires a separate filing by the ultimate parent entity of Parent under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) or any other antitrust or other Laws. (iii) Each Company Option (A) was granted in material compliance with all applicable Laws and all of the terms and conditions of the Company Stock Plan pursuant to which it was issued, (B) has an exercise price per Company Share equal to or greater than the fair market value of a Company Share on the date of this Agreementsuch grant, (C) has a grant date identical to (or later than, as specified by the granting body) the date on which the Company’s Board of Directors or compensation committee actually awarded such Company Option, and (D) qualifies for the Tax and accounting treatment afforded to such Company Option in the Company’s Tax returns and the Company has no obligation to make any capital contributionsReports, or otherwise provide assets or cash, to any Joint Venturerespectively. (div) Other than as set forth in Section 3.2(d5.1(b)(iv) of the Company Letter sets forth a trueDisclosure Letter, complete and correct list to the knowledge of all persons whothe Company, as of the date of this Agreement, held outstanding Company Stock Options indicatingno Person or group beneficially owns 5% or more of the Company’s voting securities, with respect the terms “group” and “beneficially owns” having the meanings ascribed to each them under Rule 13d-3 and Rule 13d-5 under the Exchange Act. As used in this Agreement, “knowledge” of (i) the Company Stock Option then outstanding, means the number actual knowledge of Company Shares subject to the Company’s executive officers after reasonable inquiry of their direct reports and (ii) Parent or Merger Sub means the actual knowledge of such Company Stock Option, and the exercise price, date party’s executive officers after reasonable inquiry of grant, vesting schedule and expiration date thereoftheir direct reports.

Capital Structure. (a) As There are 245,000,000 shares of the date of this Agreement, the authorized capital stock of the Company consists authorized, comprised of (i) 100,000,000 200,000,000 Company Shares Common Shares, of which 160,000,000 are issued and outstanding as of the date hereof and (ii) 1,000,000 45,000,000 Company Preferred Shares, none of which are issued and outstanding as of the date hereof. As of immediately prior to the issuance of the Series A Preferred Stock of the Company pursuant to the terms of the Debt Exchange Agreement, but following the filing of the Company Certificate of Designations (as defined below), in each case as contemplated by the Debt Exchange Agreement, there will be 245,000,000 shares of preferred stockcapital stock of the Company authorized, $0.001 par value per share (“Company Preferred Stock”), comprised of which (A) 400,000 shares have been designated 200,000,000 authorized Company Common Shares of which 160,000,000 are and will be issued and outstanding as Series A Convertible Preferred Stock of immediately prior to the Effective Time and (B) 100,000 45,000,000 authorized Company Preferred Shares, of which not more than 6,000,000 shares have been designed will be designated and issued as Series B Junior Participating A Preferred Stock (the “Company Series B Preferred Stock”). At the close of business on November 9, 2009, (i) 42,826,170 Company Shares were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be of the Debt Exchange Agreement as of immediately prior to the Effective Time. All of the issued and outstanding Company Common Shares have been duly authorized and validly issued, are fully paidpaid and non-assessable, nonassessable and free are not subject to any preemptive rights and have not been issued in violation of any preemptive rights. No shares or similar rights of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstandingany Person. As of the date hereof, all of this Agreement, except for (i) this Agreement the issued and (ii) as outstanding Company Common Shares are owned legally and beneficially by the Persons set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalentson Schedule 5.5(a) of the Company or any of its Subsidiaries or obligating Disclosure Schedules. Except for the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, Common Shares and the Company does not have any outstanding bondsPreferred Shares, debentures, notes or no other obligations class in the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders share capital of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries is authorized or any of their respective officers issued or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiariesoutstanding. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, Except as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(con Schedule 5.5(b) of the Company Letter sets forth a list as Disclosure Schedules, there are no: (i) outstanding options to purchase Company Common Shares; (ii) outstanding subscriptions, options, warrants, rights (including phantom stock rights), calls, commitments, understandings, conversion rights, rights of exchange, plans or other agreements of any kind providing for the purchase, issuance or sale of any share of the date of this Agreement of all Subsidiaries and Joint Ventures Company; or (iii) agreements with respect to any of the Company and the jurisdiction in which such Subsidiary Common Shares, including any voting trust, other voting agreement or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, proxy with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereofthereto.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 900,000,000 shares of Company Common Stock and 100,000,000 Company Shares and (ii) 1,000,000 shares of preferred stock, $0.001 0.01 par value per share (“Company Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). At the close of business on November 9October 23, 20092025, (i) 42,826,170 44,551,164 shares of Company Shares Common Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 issued and outstanding; (iii) 706,350 shares of Company Series B Preferred Common Stock were reserved for issuance pursuant to the Rights Agreement, dated as terms of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued outstanding awards granted pursuant to the Company Stock Option Plan has been Equity Incentive Plan; (iv) 44,551,164 Operating Partnership Units were issued and outstanding and held by the general partner of the Operating Partnership; (v) 140,000 Series C Preferred Units were issued and outstanding and 490,299 Operating Partnership Units were issued and outstanding and held by limited partners (including the Original Limited Partner) of Operating Partnership; and (vi) 12,541,909 Partnership Units were issuable upon full exercise of the Operating Partnership Warrants. (b) Company is the sole general partner of Operating Partnership. Section 4.3(b) of the Company Disclosure Letter sets forth, as of the date hereof, the name of, and the number and class of limited partnership interests held by, each partner in Operating Partnership (other than Company, the Original Limited Partner or any wholly-owned Company Subsidiary). (c) All issued and outstanding shares of the capital stock of Company are duly authorized andauthorized, if and when issued pursuant to the terms thereof, will be validly issued, fully paidpaid and nonassessable and no class of capital stock is entitled to preemptive rights. All shares of Company Common Stock reserved for issuance as noted above, nonassessable shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. No There are no outstanding bonds, debentures, notes or other Indebtedness of Company or Operating Partnership having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Company Preferred Common Stock may vote or holders of or other equityholders of Operating Partnership or any Company Subsidiary may vote. (d) All of the outstanding shares of capital stock of each of the Company Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Company 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 Company Subsidiaries that may be issued upon exercise of outstanding options, conversion rights or outstandingexchange rights are duly authorized and, upon issuance will be validly issued and, if applicable, fully paid and nonassessable. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities Section 4.3(d) of the Company are issuedDisclosure Letter, reserved for issuance Company owns, directly or outstanding. As indirectly, all of the date issued and outstanding capital stock and other ownership interests of this Agreementeach of the Company Subsidiaries, except for free and clear of all Liens other than Permitted Liens. (ie) this Agreement Other than pursuant to the Company Equity Incentive Plan (including in connection with the satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the Company Equity Incentive Plan in the event that the grantees fail to satisfy withholding Tax obligations), the Series C Preferred Units, the Operating Partnership Warrants and (ii) as set forth abovethe organizational documents of the Company Subsidiaries and other entities in which Company directly or indirectly owns an interest, there are no outstanding subscriptions, securities options, warrants, calls, rights, puts profits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal or Contracts other similar rights, agreements, arrangements, undertakings or commitments of any kind to which the Company or any of its the Company Subsidiaries is a party or by which any of them is bound obligating the Company or any of its the Company Subsidiaries to (i) issue, deliver, sell, redeem transfer or otherwise acquiresell or create, or cause to be issued, delivered, sold, redeemed delivered or otherwise acquired, sold or created any additional shares of capital stock (or other voting equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Company, Operating Partnership or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity equivalentsinterests, (ii) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such optionsubscriptions, warrantoptions, callwarrants, rightcalls, put rights, profits interests, stock appreciation rights, phantom stock, convertible securities or Contract. As other similar rights, agreements, arrangements, undertakings or commitments, or (iii) redeem, repurchase or otherwise acquire any such shares of capital stock or other equity interests. (f) Other than pursuant to the organizational documents of Company, Operating Partnership, the Company Subsidiaries and other entities in which Company directly or indirectly owns an interest, neither Company, Operating Partnership nor any Company Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any equity interests of Company, Operating Partnership or any of the date Company Subsidiaries or which restricts the transfer of this Agreementsuch equity interests. (g) Except as set forth in Section 4.3(a), as of the close of business on October 23, 2025, Company and the Operating Partnership do not have any shares of beneficial interests, shares of capital stock, equity-based awards or other rights with respect to equity or voting interests issued and outstanding (including under the Company Equity Incentive Plan) or which are convertible into or exercisable or exchangeable for such shares of capital stock or other equity or voting interests. (h) Company does not have any outstanding bonds, debentures, notes a “poison pill” or other obligations the holders of which have the right to vote similar stockholder rights plan or anti-takeover plan in effect. (or convertible into or exercisable for securities having the right to votei) with the stockholders of Except as publicly disclosed in the Company on any matter. There are no Contracts to which the SEC Documents, neither Company, its Subsidiaries Operating Partnership nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their respective officers or directors is a party concerning securities under the voting of any capital stock of the Company or any of its SubsidiariesSecurities Act. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (cj) Section 3.2(c4.3(j) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Disclosure Letter sets forth a true, complete and correct list of all persons Persons who, as of the date of this AgreementOctober 23, 2025, held outstanding Company Restricted Stock Options or Company Performance Stock Units, indicating, with respect to each share of Company Restricted Stock Option or Company Performance Stock Unit then outstanding, the type of award granted, the number of shares of Company Shares Common Stock subject to such Company Performance Stock Option, Unit and the exercise price, date of grant, vesting schedule and expiration date thereof. All shares of Company Restricted Stock and Company Performance Stock Units, as applicable, were (i) granted, accounted for, reported and disclosed in accordance with the applicable Laws and accounting rules, and (ii) validly issued and properly approved by the Company Board (or a duly authorized committee or subcommittee thereof) in compliance with all applicable Law and recorded on Company’s financial statements in accordance with GAAP. (k) All dividends or other distributions on the shares of Company Common Stock and any material dividends or other distributions on any securities of any Company Subsidiary which have been authorized or 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. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 Company Shares and (ii) 1,000,000 250,000,000 shares of preferred stockCommon Stock and 100,000,000 shares of Preferred Stock, $0.001 par value $.01 per share (“Company Preferred Stock”), share. As of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). At the close of business on November 9June 25, 20092007, (i) 42,826,170 Company Shares there were issued and outstandingoutstanding 47,541,916 shares of Common Stock, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were outstanding, (iii) 2,500,000 shares of Series A Junior Participating Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B issuance in connection with the Preferred Stock reserved for issuance pursuant to Purchase Rights, associated with each outstanding share of Common Stock, which are governed by the terms of the Rights Agreement, Agreement dated as of March 31May 1, 2009, 2000 between the Company and American Stock Transfer & EquiServe Trust Company LLC N.A. (the “Company Rights AgreementPlan”) providing for rights and which under certain circumstances give the holder thereof the right to acquire shares of Company purchase Series B A Junior Participating Preferred Stock Stock, and (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be iv) options, issued pursuant to the Company Stock Option Plan has been duly authorized andPlans, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free purchase an aggregate of preemptive rights. No 5,143,138 shares of Company Preferred Common Stock are issued or outstanding. Except and 628,657 restricted stock units as set forth above in Section 3.2 of the Disclosure Schedule and except for exercisable at the issuance prices specified therein. All of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock Common Stock are duly authorized and are validly issued and outstanding, fully paid and non-assessable and are not subject to or other voting securities issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Company are issuedDGCL, reserved for issuance the Company’s articles of incorporation or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts bylaws or Contracts any contract to which the Company is or was a party or otherwise bound. Neither the Company nor any of its Subsidiaries is a party or by which has outstanding any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into into, or exercisable for or exchangeable for, securities having the right to vote) with the stockholders of the Company or any such Subsidiary on any matter. There are Except as otherwise set forth in this Section 3.2, the Company has no Contracts to which the Companyoutstanding stock or securities convertible into or exchangeable for any shares of its equity securities, its Subsidiaries or any of their respective officers outstanding rights (either preemptive or directors is a party concerning the voting other and including any “phantom stock rights”, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any capital kind) to subscribe for or to purchase or the value of which is based on, or any outstanding options or warrants for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or any of its Subsidiaries. . The Company is not subject to any obligation (bcontingent or otherwise) Each outstanding share to repurchase or otherwise acquire or retire any shares of capital stock (its equity securities or other voting security any convertible securities, rights or equity equivalent, as the case may be) of each Subsidiary options of the Company is duly authorizedtype described in the preceding sentence (except for the withholding of shares of Common Stock in connection with Taxes payable in respect of the exercise of Options or the conversion of Restricted Stock Units). Since June 25, validly issued, fully paid and nonassessable, and2007, except for director as permitted by this Agreement or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned required by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this AgreementEmployee Stock Purchase Plan, the Company has no obligation not (i) issued any shares of capital stock except in connection with the conversion or exercise of securities referred to make above or in connection with the Company’s Employee Stock Purchase Plan or (ii) issued or granted any capital contributionsoptions, warrants, or otherwise provide assets securities convertible into or cash, to any Joint Ventureexercisable for shares of its capital stock (other than Preferred Stock Purchase Rights associated with shares of Common Stock). (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 Company Shares and (ii) 1,000,000 30,000,000 shares of preferred stockCompany Common Stock, 800,000 shares of Class A Preferred Stock, $0.001 1.00 par value per share (“Company value, and 2,000,000 shares of Class B Preferred Stock”), $1.00 par value, of which (Ai) 400,000 333,333 shares have been designated as Class B Preferred Stock, Series 1987, $1.00 par value, (ii) 152,321 shares have been designated as Series A Convertible C Preferred Stock and Stock, $1.00 par value, (Biii) 100,000 shares have been designed designated as Series B Junior Participating 1996 Preferred Stock, $1.00 par value, (iv) 100,000 shares have been designated as Series 1997 Preferred Stock, $1.00 par value and (v) 4,000 shares have been designated as Series 1997-A Preferred Stock (collectively, the “"Company Series B Preferred Stock”"). At the close of business on November 9April 8, 20092003, (i) 42,826,170 9,304,159 shares of Company Shares Common Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 193,850 shares of Company Shares were held in the treasury of the Company and no Company Shares Common Stock were held by Subsidiaries of the Company; Company in its treasury and (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 issued and outstanding or held in the Company's treasury. All issued and outstanding shares of Company Series B Preferred Common Stock reserved for issuance are duly authorized, validly issued and fully paid and nonassessable. Schedule 4.01(c) sets forth a complete and correct list, as of the close of business on April 8, 2003, of the plans pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company which Options have been granted and American Stock Transfer & Trust Company LLC are outstanding (the “"Company Rights Agreement”) providing for rights to acquire Stock Plans"), the number of shares of Company Series B Preferred Common Stock (subject to Options and Warrants, and the “Company Rights”exercise prices thereof. Except as set forth on Schedule 4.01(c). The Company Stock Option Plan is the only benefit plan , as of the Company close of business on April 8, 2003, there were no outstanding securities, options, warrants, calls, rights or its Subsidiaries under agreements to which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to subsidiaries is a party obligating the Company Stock Option Plan has been duly authorized andor any of its subsidiaries to issue, if and when issued pursuant deliver, sell, or cause to the terms thereof, will be validly issued, fully paiddelivered or sold, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no additional shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstandingof any of its subsidiaries. As of the date close of this Agreementbusiness on April 8, except for (i) this Agreement and (ii) as set forth above2003, there are were no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) outstanding contractual obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or obligating the Company or otherwise acquire any shares of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share subsidiaries. The Company has made available to Purchaser a complete and correct copy of capital stock (or other voting security or equity equivalentthe Rights Agreement dated as of August 1, 1995, as amended to date (the case may be) of each Subsidiary of the "Company is duly authorizedRights Agreement"), validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of between the Company and the jurisdiction in which such Subsidiary or Joint Venture is organizedrights agent thereunder relating to rights to purchase Company Common Stock (the "Company Rights"). Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held All outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number shares of Company Shares subject to such Company Common Stock Option, and are duly included for trading on the exercise price, date of grant, vesting schedule and expiration date thereofNasdaq SmallCap Market.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company Parent consists of (i) 100,000,000 Company Shares and (ii) 1,000,000 50,000,000 shares of preferred stockCommon Stock, $0.001 par value $0.01 per share (“Company the "Parent Common Stock"), and 3,000,000 shares of Preferred Stock”), par value $0.01 per share, of which (A) 400,000 shares 100,000 have been designated as Series A D Convertible Preferred Stock and (B) 100,000 shares have been designed as designated Series B Junior Participating E Preferred Stock (the “Company Series B "Permanent Preferred Stock”"). At the close of business on November 9July 12, 2009, 2002: (i) 42,826,170 Company Shares 24,911,352 shares of Parent Common Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held 52,600 shares of Parent Common Stock in the treasury of the Company and no Company Shares aggregate were held by Subsidiaries of the CompanyParent and its subsidiaries in their treasuries; (iii) 6,804,594 Company Shares no shares of Preferred Stock were issued and outstanding; and (iv) 3,631,506 shares of Common Stock were reserved for issuance pursuant to outstanding options the plans set forth in Section 3.02(c) of the Parent Disclosure Schedule (collectively, the “Company "Parent Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”Plans"), warrants of which 3,357,000 shares are subject to outstanding employee stock options or other rights to purchase or otherwise acquire receive Parent Common Stock granted under the Company Shares; and Parent Stock Plans (iv) no collectively, "Parent Employee Stock Options"). All outstanding shares of Company Preferred Stock were reserved for issuancecapital stock of Parent are, other than 100,000 and all shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant (including the Bridge Preferred Stock and Parent Common stock to be issued hereunder and the Company Permanent Preferred Stock Option Plan has been and the Conversion Shares issuable upon conversion thereof) will be, when issued, duly authorized andauthorized, if and when issued pursuant to the terms thereof, will be validly issued, fully paidpaid and nonassessable and not subject to preemptive rights, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstandingrestrictions on transfer other than restrictions on transfer under applicable state and federal securities laws and under the Management Rights and Standstill Agreement. Except as set forth above and in this Section 3.02(c), except for changes since July 12, 2002 resulting from the issuance of Company Shares upon shares of Parent Common Stock pursuant to the exercise of Company Parent Employee Stock Options Options, (x) there are not issued, reserved for issuance or outstanding in accordance with the terms thereof, no (A) any shares of capital stock or other voting securities of the Company are issuedParent, reserved (B) any securities of Parent convertible into or exchangeable or exercisable for issuance shares of capital stock or outstanding. As voting securities of the date of this Agreement, except for (i) this Agreement Parent and (iiC) as set forth above, there are no options, any warrants, calls, rights, puts options or Contracts other rights to which the Company acquire from Parent or any Parent subsidiary, and no obligation of its Subsidiaries is a party or by which any of them is bound obligating the Company Parent or any of its Subsidiaries Parent subsidiary to issue, deliverany capital stock, sellvoting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent and (y) there are no outstanding obligations of Parent or any Parent subsidiary to repurchase, redeem or otherwise acquireacquire any such securities or to issue, deliver or sell, or cause to be issued, delivered, delivered or sold, redeemed any such securities. Neither Parent nor any Parent subsidiary is a party to any voting or otherwise acquired, registration rights agreement with respect to the voting or registration of any additional such securities. There are no outstanding (A) securities of Parent or 24. any Parent subsidiary convertible into or exchangeable or exercisable for shares of capital stock (or other voting securities or equity equivalentsownership interests in any Parent subsidiary, (B) of the Company warrants, calls, options or other rights to acquire from Parent or any Parent subsidiary, and no obligation of its Subsidiaries or obligating the Company Parent or any of its Subsidiaries Parent subsidiary to grantissue, extend or enter into any such optioncapital stock, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes voting securities or other obligations the holders of which have the right to vote (ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities having or ownership interests in, any Parent subsidiary or (C) obligations of Parent or any Parent subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of Parent subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Other than the right to voteParent subsidiaries, Parent does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity. All outstanding shares of Parent Common Stock and all outstanding Parent Employee Stock Options have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in applicable Parent Material Contracts. All securities reacquired by Parent were reacquired in compliance with (i) the stockholders applicable provisions of the Company on any matter. There are no Contracts to which the CompanyDGCL and all other applicable Legal Requirements, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital and (ii) all requirements set forth in applicable restricted stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges purchase agreements and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereofapplicable Parent Material Contracts. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As The authorized shares of the date of this Agreement, the authorized capital stock beneficial interest of the Company consists of (i) 100,000,000 240,000,000 Company Common Shares and (ii) 1,000,000 10,000,000 preferred shares of preferred stockbeneficial interests, $0.001 0.01 par value per share (“Company Preferred StockShares”), of which (A) 400,000 shares have been 2,000,000 are designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B D Preferred Stock”)Shares. At the close of business on November 9August 25, 20092023 (the “Company Capitalization Date”), (i) 42,826,170 85,703,504 Company Common Shares were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 3,960,067 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Common Shares were reserved for issuance pursuant to the terms of outstanding options Company Equity Awards granted pursuant to the Company Equity Incentive Plans (in the case of Company Equity Awards subject to performance-based vesting, with the number of Company Common Shares determined using the methodology set forth in Section 4.3(c) hereof), (iii) 6,051,232 Company Common Shares were available for grant under the Company Equity Incentive Plans, (iv) 2,000,000 Company Preferred Shares were issued, of which 1,848,539 Company Series D Preferred Shares were issued and outstanding, which are convertible into 7,017,424 Company Common Shares and (v) 1,604,394 Company Common Shares were reserved for issuance upon redemption of Partnership OP Units. All the outstanding Company Common Shares and Company Series D Preferred Shares are, and all Company Common Shares and Company Series D Preferred Shares that may be issued prior to the Company Merger Effective Time shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. (b) As of the Company Capitalization Date, the Company is the sole general partner of the Partnership, and the Partnership had outstanding 1,604,394 Partnership OP Units and 1,848,539 units of preferred limited partnership interests (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option PlanPartnership Preferred OP Units”). All of the outstanding Partnership OP Units and Partnership Preferred OP Units have been duly authorized and validly issued, warrants and are fully paid and nonassessable, and are not subject to and were not issued in violation of any preemptive or other rights to similar right, purchase option, call or otherwise acquire right of first refusal or similar right. (c) Section 4.3(c) of the Company SharesDisclosure Letter sets forth a true and complete list, as of the Company Capitalization Date, of (i) each Company Restricted Share Award, Company RSU Award, Company Dividend Equivalent, Company Phantom Share Award and any other Company Equity Award, (ii) the name of the holder thereof, (iii) the number of Company Common Shares underlying each such award (indicating, in the case of Company Equity Awards subject to performance-based vesting, maximum-level performance if performance for the performance period has not been certified or the actual level of performance if the performance period has been certified; and provided that the number of Company Common Shares underlying each Company RSU Award granted in 2018 will be set forth at target performance level) or in the case of each Company Dividend Equivalent, the accrued but unpaid cash amount underlying such award, (iv) no the grant date and (v) the vesting schedule applicable to each such award. (d) All of the outstanding shares of capital stock of each of the Company Preferred Stock were reserved for issuanceSubsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Company 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 Company Subsidiaries 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. The Company owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Company Subsidiaries, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between ownership interests in the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of Joint Ventures that are owned by Persons who are not the Company or any of its Subsidiaries are issuable. Each Subsidiaries, free and clear of all Liens other than Company Share which may be issued pursuant to Permitted Liens and transfer restrictions imposed by any applicable Law or the organizational documents of such Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rightsSubsidiary. No shares of capital stock of the Company or equity interests of the Partnership were held by any Subsidiaries of the Company or the Partnership, respectively. (e) Except for the Company Equity Awards set forth on Section 4.3(c) of the Company Disclosure Letter, as of the Company Capitalization Date, the redemption and conversion features of Company Series D Preferred Stock are issued or outstanding. Except Shares set forth in the Company Charter, the redemption and conversion features of the Partnership OP Units and the Partnership Preferred OP Units set forth in the Partnership Agreement and as set forth above and except for in the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities organizational documents of the Company are issuedJoint Ventures, reserved for issuance or outstanding. As as of the date of this Agreement, except for (i) this Agreement and (ii) as set forth aboveCompany Capitalization Date, there are no outstanding subscriptions, securities, options, warrants, calls, rights, puts profits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal or Contracts other similar rights, agreements, arrangements, undertakings or commitments of any kind to which the Company or any of its the Company Subsidiaries is a party or by which any of them is bound obligating the Company or any of its the Company Subsidiaries to (i) issue, delivertransfer, sell, redeem deliver or otherwise acquiresell or create, or cause to be issued, deliveredtransferred, sold, redeemed delivered or otherwise acquired, sold or created any additional shares of capital stock (or other voting securities equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity equivalents) security of the Company or any of its Subsidiaries Company Subsidiary or obligating the Company securities convertible into or any of its Subsidiaries to exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such optionsubscriptions, warrantsecurities, calloptions, rightwarrants, put calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal or Contract. As other similar rights, agreements, arrangements, undertakings or commitments or (iii) redeem, repurchase or otherwise acquire any such shares of the date of this Agreement, beneficial interest or other equity interests. (f) Neither the Company does not have nor any outstanding bondsCompany Subsidiary is a party to or, debentures, notes or other obligations to the holders Knowledge of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries bound by any agreements or any of their respective officers or directors is a party understandings concerning the voting (including voting trusts and proxies) of any capital stock of the Company or any of its the Company Subsidiaries. (bg) Each outstanding share The Company does not have a “poison pill” or similar stockholder rights plan. (h) Neither the Company nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of capital stock any contract to register the offer and sale or resale of any of their securities under the Securities Act. (i) All dividends or other voting security distributions on the Company Common Shares and Company Series D Preferred Shares and any dividends or equity equivalent, as the case may be) of each Subsidiary other distributions on any securities of the Company is duly authorized, validly issued, fully or any Company Subsidiary other than Company Dividend Equivalents which have been authorized or declared prior to the date hereof have been paid and nonassessable, and, in full (except for director or qualifying shares, each to the extent such share (dividends or other voting security distributions have been publicly announced and are not yet due and payable) and all accumulated dividends for Company Series D Preferred Shares for all dividend periods ending on or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 prior to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement date hereof have been paid in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereoffull. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 Company Shares 30,000,000 shares of Common Stock, par value $0.001 per share and (ii) 1,000,000 10,000,000 shares of preferred stock, par value $0.001 par value per share (“Company Preferred Stock”)share, of which (A) 400,000 shares have been designated there were issued and outstanding as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). At of the close of business on November 9September 30, 20091999, (i) 42,826,170 Company Shares were issued 3,307,318 shares of Common Stock and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 preferred stock. All outstanding shares of Company Series B Preferred Common Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has have been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, are nonassessable and free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoeverliens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof and have been issued in compliance with all federal and state securities laws. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, The Company has no subsidiaries. Except as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as Disclosure Schedule, there are no (a) options, warrants, stock appreciation rights or other similar rights, agreements, arrangements or commitments of the date of this Agreement the nature and extent of the ownership and voting interests held by any character obligating the Company in each such Joint Venture. As to issue or sell shares of the date of this Agreementits capital stock, the Company has no obligation to make any capital contributions(b) notes, bonds, debentures or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) other indebtedness of the Company Letter sets forth a truehaving the right to vote (or convertible into, complete and correct list of all persons whoor exchangeable for, as securities having the right to vote) on any matters on which the shareholders of the date Company may vote or (c) outstanding contractual obligations of this Agreementthe Company to repurchase, held outstanding Company redeem or otherwise acquire any shares of Common Stock Options indicatingor any other capital stock of, with respect to each Company Stock Option then outstandingor any equity interest in, the number Company. The Shares, the Warrant and the Warrant Shares (collectively, the "SECURITIES") have been duly authorized for issuance and sale to the Purchaser pursuant to this Agreement and are validly issued. The Shares are, and, when issued pursuant to the terms and conditions set forth in the Warrant, the Warrant Shares will be, fully paid and non-assessable, and no holder of Company Shares Securities is or will be subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.personal

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 Company Shares and (ii) 1,000,000 shares of preferred stock, $0.001 par value per share (“Company Preferred Stock”)Shares, of which (A) 400,000 shares have been designated 14,292,155 Shares were outstanding as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). At of the close of business on November 9December 31, 20092000, and 5,000,000 shares of Preferred Stock, par value $1.00 per share (i) 42,826,170 Company Shares were issued and outstandingthe "PREFERRED SHARES"), all of which none were outstanding as of the close of business on December 31, 2000. All of the outstanding Shares have been duly authorized and are validly issued, fully paid, nonassessable paid and free of preemptive rights; (ii) 1,099,335 nonassessable. The Company has no Shares were held in the treasury of the Company and no Company or Preferred Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 shares except that, as of Company Series B Preferred Stock December 31, 2000, there were 2,177,228 Shares reserved for issuance pursuant to the Rights AgreementCompany's 1986 and 2000 Stock Incentive Plans (collectively, dated the "COMPANY STOCK PLANS"). Section 5.1(b) of the Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase or acquire Shares under each of the Company Stock Plans (each a "COMPANY OPTION") as of March the close of business on December 31, 20092000, between including the holder, date of grant, exercise price and number of Shares subject thereto. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or a direct or indirect wholly owned Subsidiary of the Company, free and American Stock Transfer & Trust Company LLC clear of any lien, pledge, security interest, claim, third-party right or other encumbrance ("LIENS") except for immaterial Liens imposed under local Laws that do not relate to obligations that are past due. Except as set forth above, as of the “Company Rights Agreement”) providing for rights date hereof there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to acquire issue or sell any shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan capital stock or other securities of the Company or any of its Subsidiaries under which 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 Company or any of its Subsidiaries Subsidiaries, and no securities or obligations evidencing such rights are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized andauthorized, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the The Company does not have outstanding any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or are exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As 3.4.1. The authorized capital stock of WSI as of the date of this Agreement, the authorized capital stock of the Company Agreement consists of (i) 100,000,000 Company Shares 166,666,666 shares of WSI Common Stock, par value $0.01 per share and (ii) 1,000,000 5,000,000 shares of preferred stock, $0.001 par value $0.01 per share (“Company WSI Preferred Stock”), . 3.4.2. As of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). At the close of business on November 9, 2009, the day prior to the date hereof: (i) 42,826,170 Company Shares 46,253,107 shares of WSI Common Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares no shares of WSI Preferred Stock were issued or outstanding; (iii) no shares of WSI Common Stock were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the CompanyWSI; (iiiiv) 6,804,594 Company Shares 2,262,191 shares of WSI Common Stock were duly reserved for future issuance pursuant to outstanding options (the “Company WSI Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company SharesAwards; and (ivv) no 2,804,694 shares of Company Preferred WSI Common Stock were duly reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for future issuance pursuant to the Rights Agreementexercise of WSI Warrants. Except as described above, dated as of March 31the close of business on the day prior to the date hereof, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire there were no shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company voting or its Subsidiaries under which any non-voting capital stock, equity interests or other equity securities of the Company WSI authorized, issued, reserved for issuance or any otherwise outstanding. 3.4.3. All outstanding shares of its Subsidiaries are issuable. Each Company Share WSI Common Stock are, and all shares which may be issued pursuant to the Company WSI Stock Option Plan has been duly authorized andOptions, if and when issued restricted stock units granted pursuant to the terms thereofWSI Stock Plans (“WSI RSUs”) and the WSI Warrants will be, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are when issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding against payment therefor in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable, and not subject to, or issued in violation of, any preemptive, subscription or any kind of similar rights. WSI has no outstanding shares of capital stock WSI Common Stock that are subject to a right of repurchase. 3.4.4. There are no bonds, debentures, notes or other voting indebtedness of WSI having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of the Company are issued, reserved for issuance or outstandingWSI may vote. As of the date of this Agreement, except for (i) this Agreement and (ii) Except as set forth abovedescribed in Schedule 3.4 hereto, there are no outstanding securities, options, warrants, calls, rights, puts commitments, agreements, arrangements or Contracts undertakings of any kind (contingent or otherwise) to which WSI is a party or bound obligating WSI to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting or equity securities of WSI or obligating WSI to issue, grant, extend or enter into any agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking relating to the Company issuance of any such shares of capital stock or other voting or equity securities of WSI. 3.4.5. Schedule 3.4 hereto contains a complete and correct list of all WSI Stock Options, WSI RSUs and WSI Warrants outstanding as of the date hereof, including the number of underlying securities and applicable strike prices (in each case in the aggregate amounts shown). The WSI Disclosure Letter will contain a complete and correct list of the holders of all WSI Stock Options, WSI RSUs and WSI Warrants 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) all other material terms, including any terms regarding the acceleration of vesting. 3.4.6. All of the issued and outstanding shares of WSI Common Stock and all of the issued and outstanding WSI Warrants, WSI Stock Options and WSI RSUs were issued in material compliance with all applicable securities Laws. 3.4.7. Except as disclosed in Section 3.4.7 of the WSI Disclosure Letter, there are no outstanding contractual obligations of WSI 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 WSI. 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 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 WSI or any of its Subsidiaries or assets or calculated in accordance therewith of WSI or to cause WSI or any of its Subsidiaries to file a registration statement under securities Laws, or which otherwise relate to the registration of any securities of WSI or any of its Subsidiaries. 3.4.8. Other than the voting agreements referred to in the Recitals, there are no voting trusts, proxies or other agreements, commitments or understandings to which WSI or any of its Subsidiaries or, to WSI’s Knowledge, any of the stockholders of WSI, is a party or by which any of them is bound obligating with respect to the Company issuance, holding, acquisition, voting or disposition of any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities security or equity equivalents) interest of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company WSI or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company Ashland consists of (i) 100,000,000 Company Shares and (ii) 1,000,000 300,000,000 shares of preferred stock, $0.001 par value per share (“Company Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Common Stock and (B) 100,000 30,000,000 shares have been designed as Series B Junior Participating of Cumulative Preferred Stock (“Ashland Preferred Stock” and, together with the Ashland Common Stock, the “Company Series B Preferred Ashland Capital Stock”). At the close of business on November 9February 29, 20092004, (i) 42,826,170 Company Shares 69,599,791 shares of Ashland Common Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury 9,926,276 shares of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares Ashland Common Stock were reserved for issuance pursuant to outstanding options Ashland Stock Plans (as defined in Section 14.02) and (iii) 500,000 shares of Series A Participating Cumulative Preferred Stock (“Ashland Series A Preferred Stock”) were reserved for issuance in connection with the rights (the “Company Stock OptionsAshland Rights”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance issued pursuant to the Rights Agreement, Agreement dated as of March 31May 16, 20091996 (as amended from time to time, between the Company and American Stock Transfer & Trust Company LLC (the “Company Ashland Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if between Ashland and when issued pursuant to the terms thereofNational City Bank, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstandingas Rights Agent. Except as set forth above and except for above, at the issuance close of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereofbusiness on February 29, 2004, no shares of capital stock or other voting securities of the Company are Ashland were issued, reserved for issuance or outstanding. There are no outstanding Ashland SARs (as defined in Section 14.02) that were not granted in tandem with a related Ashland Employee Stock Option. No shares of Ashland Capital Stock are held by Ashland as treasury stock. All outstanding shares of Ashland Capital Stock are, and all such shares that may be issued prior to the Closing will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the KBCA, the Ashland Charter, the Ashland By-laws or any Contract (as defined in Section 6.05(a)) to which Ashland is a party or otherwise bound. As of the date of this Agreement, except for there are not any bonds, debentures, notes or other indebtedness of Ashland having the right to vote (ior convertible into, or exchangeable for, securities having the right to vote) this Agreement and on any matters on which holders of Ashland Common Stock may vote (ii) “Voting Ashland Debt”). None of HoldCo, New Ashland Inc. or New Ashland LLC owns or holds any shares of Ashland Capital Stock or any Voting Ashland Debt. Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, calls, rights, puts convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company Ashland or any of its Subsidiaries Ashland Subsidiary is a party or by which any of them is bound (i) obligating the Company Ashland or any of its Subsidiaries Ashland Subsidiary to issue, deliver, deliver or sell, redeem or otherwise acquire, or cause to be issued, delivered, delivered or sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company interests in, or any security convertible or exercisable for or exchangeable into any capital stock of its Subsidiaries or obligating the Company other equity interest in, Ashland or any of its Subsidiaries Ashland Subsidiary or any Voting Ashland Debt or (ii) obligating Ashland or any Ashland Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, put security, commitment, Contract, arrangement or Contractundertaking. As of the date of this Agreement, the Company does there are not have any outstanding bonds, debentures, notes contractual obligations or other obligations the holders commitments of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries Ashland or any Ashland Subsidiary to repurchase, redeem or otherwise acquire any shares of their respective officers or directors is a party concerning the voting of any capital stock of the Company Ashland or any of its SubsidiariesAshland Subsidiary. (b) Each outstanding share of The authorized capital stock (or other voting security or equity equivalentof HoldCo consists of 300,000,000 shares of HoldCo Common Stock, as the case may be) 100 shares of each Subsidiary of the Company is which have been duly authorized, authorized and validly issued, are fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is nonassessable and are owned by the Company or another Subsidiary of the Company, Ashland free and clear of all security interests, liens, claims, pledges, options, rights any Lien. No shares of first refusal, limitations on voting rights, charges and other encumbrances capital stock of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, HoldCo are held by HoldCo as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereoftreasury stock. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation authorized capital stock of New Ashland Inc. consists of 1,000 shares of Common Stock, of which 100 shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and are owned by HoldCo free and clear of any Lien. Immediately prior to make the Acquisition Merger Effective Time, the authorized capital stock of New Ashland Inc. will consist of 300,000,000 shares of Common Stock and 30,000,000 shares of preferred stock, of which 100 shares of Common Stock will have been duly authorized and validly issued, fully paid and nonassessable and owned by HoldCo free and clear of any capital contributionsLien, other than any Lien (i) pursuant to the HoldCo Borrowing arrangements or otherwise provide assets (ii) in favor of any Marathon Party or cash, to any Joint Ventureof their respective subsidiaries or affiliates. (d) Section 3.2(d) All of the Company Letter sets forth a truemembership interests in New Ashland LLC are owned by HoldCo free and clear of any Lien, complete other than any Lien (i) pursuant to the HoldCo Borrowing arrangements or (ii) in favor of any Marathon Party or any of their respective subsidiaries or affiliates. (e) Immediately prior to the MAP Partial Redemption, all of Ashland’s Membership Interest will be owned by Ashland free and correct list clear of any Lien. Immediately prior to the Acquisition Merger, all persons whoof Ashland’s Membership Interest that has not been redeemed pursuant to the MAP Partial Redemption will be owned by HoldCo free and clear of any Lien, as other than any Lien (i) pursuant to the HoldCo Borrowing arrangements or (ii) in favor of any Marathon Party or any of their respective subsidiaries or affiliates. Upon consummation of the date Transactions, all of this AgreementAshland’s Membership Interest shall be vested in one or more of the Marathon Parties and shall thereafter be the property of one or more of the Marathon Parties (assuming such Marathon Parties have the requisite power and authority to be the lawful owners of Ashland’s Membership Interest), held outstanding Company Stock Options indicatingfree and clear of any Lien, with respect other than any Lien (i) pursuant to each Company Stock Option then outstandingthe HoldCo Borrowing arrangements, (ii) in favor of any Marathon Party or any of their respective subsidiaries or affiliates or (iii) arising from actions or inactions of any of the number Marathon Parties or their affiliates (and not of Company Shares subject to such Company Stock Option, and any of the exercise price, date of grant, vesting schedule and expiration date thereofAshland Parties or their affiliates).

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 Company Shares and (ii) 1,000,000 30,000,000 shares of preferred Company Stock and 20,000,000 shares of undesignated stock, $0.001 par value $0.01 per share (“Company Preferred Undesignated Stock”), ) of which two (A2) 400,000 million shares have been designated as Series A 7% Convertible Preferred Stock and (B) 100,000 Stock, 3,500,000 shares have been designed as Series designated Class B Junior Participating Preferred Stock (the “Company Series B common stock and 10,000 were designated 8% Convertible Preferred Stock”). At the close of business on November 9January 11, 2009, 2007 (i) 42,826,170 12,002,015 shares of Company Shares Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 no shares of Company Shares Stock were issued but not outstanding (i.e., held in the as treasury of the Company and no Company Shares were held by Subsidiaries of the Company; stock), (iii) 6,804,594 363,645 shares of Company Shares Stock were reserved and available for issuance pursuant to outstanding options (the “Company Stock Options”, (iv) to purchase 192,167 shares of Company Shares Stock were reserved and available for issuance pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “outstanding Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; Warrants and (ivv) no shares of Company Preferred Stock were reserved for issuanceissued or outstanding (including, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreementwithout limitation, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”treasury shares). The All Company Stock Options and awards of restricted stock under the PW Eagle, Inc. 1997 Stock Option Plan is the only benefit plan are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements. All outstanding shares of capital stock of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share are, and all shares which may be issued pursuant to the Company Stock Option Plan has been duly authorized andOptions or Company Warrants will be, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above in this Section 4.03, and subject to Section 6.01, (A) there are not issued, reserved for issuance or outstanding (1) any shares of capital stock or other voting securities or equity interests of the Company, (2) any securities of the Company are issued, reserved convertible into or exchangeable or exercisable for issuance shares of capital stock or outstanding. As other voting securities or equity interests of the date of this AgreementCompany, except for (i3) this Agreement and (ii) as set forth above, there are no options, any warrants, calls, rights, puts options or Contracts other rights to which acquire from the Company or any of its Subsidiaries is a party or by which any Subsidiaries, and no obligation of them is bound obligating the Company or any of its Subsidiaries to issue, deliverany capital stock, sellvoting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or (4) any stock appreciation rights, “phantom” stock rights, restricted stock units, performance units, rights to receive shares of Company Stock on a deferred basis or other rights (other than as set forth above) that are linked to the value of Company Stock (collectively, “Company Stock-Based Awards”) and (B) there are not any outstanding obligations to repurchase, redeem or otherwise acquireacquire any such securities or to issue, deliver or sell, or cause to be issued, delivered, delivered or sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of such securities. Neither the Company or nor any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning to any voting Contract with respect to the voting of any capital stock of the Company or any of its Subsidiariessuch securities. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 115,000,000 shares of Company Shares Common Stock and (ii) 1,000,000 shares of preferred stock, $0.001 without par value per share value, of the Company (“the "Company Authorized Preferred Stock”"), of which (A) 400,000 175,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock Stock, par value $1.00 per share (the “"Company Series B Junior Preferred Stock”"). At the close of business on November 920, 2009, 1997: (i) 42,826,170 54,883,087 shares of Company Shares Common Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 8,405,267 shares of Company Shares Common Stock were issued and held in the treasury of by the Company and no Company Shares were held by Subsidiaries of the Companyin its treasury; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no 175,000 shares of Company Junior Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC ; (the “Company Rights Agreement”iv) providing for rights to acquire 13,065,951 shares of Company Series B Preferred Common Stock (were reserved for issuance pursuant the “Company Rights”). The Company Stock Option Plan is the only benefit plan stock-based plans identified in Section 3.2(c) of the Company Disclosure Schedule (such plans, collectively, the "Company Stock Plans"), of which (A) 8,678,216 shares are subject to issuance pursuant to outstanding employee or its Subsidiaries director stock options granted under which any securities the Company Stock Plans, (B) up to 55,000 shares are subject to purchase under the Company's 1997 Employee Stock Purchase Plan (the "ESPP") based on employee elections made through the date hereof, (C) no other shares are issuable pursuant to existing grants, and (v) other than as set forth above, no other shares of Company Authorized Preferred Stock have been designated or issued. All outstanding shares of capital stock of the Company or any of its Subsidiaries are issuable. Each Company Share are, and all shares thereof which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth in this Section 3.2(c) and except for changes since November 20, 1997 resulting from the issuance of shares of Company Common Stock pursuant to the Company Stock Option Plan has been duly authorized andOptions or as permitted by Section 4.1(a), if and when issued pursuant to the terms thereof, will be validly (x) there are not issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued reserved for issuance or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no (A) any shares of capital stock or other voting securities of the Company are issuedCompany, reserved for issuance or outstanding. As of the date of this Agreement, except for (iB) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any Company subsidiary convertible into or exchangeable or exercisable for shares of its Subsidiaries capital stock or obligating voting securities of the Company, (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries to grantCompany subsidiary, extend or enter into and any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock obligation of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalentCompany subsidiary to issue, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.stock,

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 400,000,000 shares of Company Shares Common Stock and (ii) 1,000,000 50,000,000 shares of preferred stock, $0.001 par value $0.01 per share (“Company Preferred Stock”), . As of which the date of this Agreement (Ai) 400,000 31,840,651 shares have been designated as Series A Convertible Preferred of Company Common Stock were issued and outstanding (Bincluding the restricted shares of Company Common Stock set forth in Section 3.3(a) 100,000 shares have been designed as Series B Junior Participating Preferred Stock of the Company Disclosure Letter (the “Company Series B Preferred StockRestricted Shares”). At the close of business on November 9, 2009), (i) 42,826,170 Company Shares were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuanceissued and outstanding, other than 100,000 (iii) 687,934 shares of Company Series B Preferred Common Stock were reserved for issuance pursuant to the Rights Agreement, dated as settlement of March 31, 2009, between outstanding restricted stock unit awards granted pursuant to the Company and American Stock Transfer & Trust Company LLC Equity Incentive Plan (the “Company Rights AgreementRSUs”), and (iv) providing for rights to acquire 2,134,091 additional shares of Company Series B Preferred Common Stock were reserved for issuance pursuant to the terms of the Company Equity Incentive Plan (together with the shares described in (i), (ii) and (iii) the “Company RightsSigning Capitalization”). The total number of Company Stock Option Plan shares of capital stock issued and outstanding and/or reserved for issuance, calculated immediately prior to the Merger Effective Time, will not exceed the Signing Capitalization, other than any excess which is the only benefit plan result of any action or inaction by the Company or its Subsidiaries under which any securities Parties that is consented to by Parent in accordance with this Agreement. All issued and outstanding shares of the Company or any of its Subsidiaries Common Stock are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized andauthorized, if and when issued pursuant to the terms thereof, will be validly issued, fully paidpaid and non-assessable, nonassessable and free no class of capital stock is entitled to preemptive rights. No There are no outstanding bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Company Preferred Common Stock are issued or outstandingmay vote. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities Section 3.3(a) of the Company are issuedDisclosure Letter sets forth a true, reserved for issuance or outstanding. As complete and correct list, as of the date of this Agreement, except of the outstanding Company Restricted Shares and Company RSUs, including the name of the Person to whom such Company Restricted Shares and Company RSUs have been granted and the date on which such Company Restricted Shares and Company RSUs were granted. (b) All equity interests in each of the Company Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. The Company owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the Company Subsidiaries set forth in Section 3.1(c) of the Company Disclosure Letter as owned by the Company or a Company Subsidiary, free and clear of all Liens (other than Company Permitted Liens), and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding securities of any Company Subsidiary or which would require any Company Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such Company Subsidiary ownership interests (iother than the issuance of units of limited partnership interest in the Company Operating Partnership to the Company upon vesting of the Company RSUs). (c) this Agreement and (ii) Except as set forth abovein this Section 3.3 or Section 3.3(a) of the Company Disclosure Letter, and except as permitted to be issued pursuant to Section 5.1 hereof, there are no securities, options, warrants, calls, rights, puts commitments, agreements, rights of first refusal, arrangements or Contracts undertakings of any kind to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them is bound bound, obligating the Company or any of its Subsidiaries Company Subsidiary to issue, deliver, sell, redeem deliver or otherwise acquiresell or create, or cause to be issued, delivereddelivered or sold or created, sold, redeemed or otherwise acquired, any additional shares of capital stock (Company Common Stock, shares of Company Preferred Stock or other voting equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity equivalents) security of the Company or any of its the Company Subsidiaries or obligating the Company or any of its Subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, put commitment, agreement, right of first refusal, arrangement or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matterundertaking. There are no Contracts outstanding contractual obligations of the Company or any Company Subsidiary to which repurchase, redeem or otherwise acquire any shares of Company Common Stock, shares of Company Preferred Stock, or other equity securities of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary is a party to or, to the Knowledge of the Company, its Subsidiaries bound by any agreements or any of their respective officers or directors is a party understandings concerning the voting (including voting trusts and proxies) of any capital stock of the Company or any of its the Company Subsidiaries. (b) Each . All outstanding share shares of Company Common Stock, all outstanding Company equity awards, and all outstanding shares of capital stock (stock, voting securities, or other voting security ownership interests in any Company Subsidiary, have been issued or equity equivalentgranted, as the case may be) of each Subsidiary of the Company is duly authorizedapplicable, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in compliance in all material respects of with all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Ventureapplicable Laws. (d) The Company does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth in Section 3.2(d3.3(e) of the Company Letter sets forth a trueDisclosure Letter, complete neither the Company nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and correct list sale or resale of all persons who, as any of their securities under the Securities Act. (f) All dividends or distributions on the Company Common Stock and any material dividends or distributions on any securities of any Company Subsidiary which have been authorized or declared prior to the date hereof have been paid in full. (g) The Company is the sole member of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, General Partner and the exercise priceCompany owns, date directly or indirectly, all of grant, vesting schedule and expiration date thereofthe partnership interests in the Company Operating Partnership.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 990,000,000 shares of Company Shares Common Stock and (ii) 1,000,000 10,000,000 shares of preferred stock, $0.001 0.01 par value per share (“Company Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). At the close of business on November 9October 22, 20092013, (i) 42,826,170 473,649,295 shares of Company Shares Common Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuanceissued and outstanding, other than 100,000 (iii) 2,283,744 shares of Company Series B Preferred Common Stock were reserved for issuance pursuant to upon the Rights Agreementsettlement of outstanding Company RSUs, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”iv) providing for rights to acquire 591,929 shares of Company Series B Preferred Common Stock were reserved for issuance upon the settlement of outstanding Company PSUs (which number assumes a maximum percentage), and (v) 37,820,861 shares of Company Common Stock were available for grant under the “Company Rights”)Equity Plans. The Company Stock Option Plan is All issued and outstanding shares of the only benefit plan capital stock of the Company or its Subsidiaries under which any securities are duly authorized, validly issued, fully paid and non-assessable, and no class of capital stock of the Company is entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of its Subsidiaries shares of Company Common Stock may vote. Section 4.3(a) of the Company Disclosure Letter, sets forth for each holder of Company RSUs or Company PSUs outstanding as of the date of this Agreement (A) the name with respect to the holder of Company RSUs or Company PSUs, as applicable, (B) the maximum number of shares of Company Common Stock issuable in respect of such Company RSUs or Company PSUs, (C) the date of grant of such Company RSUs or Company PSUs, and (D) the vesting schedule and/or performance metrics, as applicable, for such Company RSUs or PSUs. There are issuableno other rights, options, stock or unit appreciation rights, phantom stock or units, restricted stock units, dividend equivalents or similar rights with respect to the Company Common Stock other than the Company RSUs and Company PSUs disclosed on Section 4.3(a) of the Company Disclosure Letter. Each Company Share which RSU grant and each Company PSU grant was made in accordance in all material respects with the terms of the Company Equity Plans and applicable Law. Prior to the Closing (and as close to Closing as reasonably practicable), the Company will provide to Parent a complete and correct list that contains the information required to be provided in Section 4.3(a) of the Company Disclosure Letter, that is correct and complete as of the date such list is provided; provided, however, that delivery of such updated schedule shall not cure any breach of this Section 4.3(a) for purposes of determining whether the applicable closing condition has been satisfied. (b) All of the outstanding shares of capital stock of each of the Company Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Company 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 Company Subsidiaries that may be issued pursuant to the Company Stock Option Plan has been upon exercise of outstanding options or exchange rights are duly authorized and, if and when issued pursuant to the terms thereof, upon issuance will be validly issued, fully paid, nonassessable paid and free of preemptive rights. No shares of Company Preferred Stock are issued or outstandingnonassessable. Except as set forth above in Section 4.1(c) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and except outstanding capital stock and other ownership interests of each of the Company Subsidiaries, 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 issuance validity of Company Shares upon which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of any Company Subsidiary or which would require any Company Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (c) Except as set forth in this Section 4.3 or in Section 4.3(a) of the Company are issuedDisclosure Letter, reserved for issuance or outstanding. As as of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no securities, options, warrants, calls, rights, puts commitments, agreements, rights of first refusal, arrangements or Contracts undertakings of any kind to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them is bound bound, obligating the Company or any of its Subsidiaries Company Subsidiary to issue, deliver, sell, redeem deliver or otherwise acquiresell or create, or cause to be issued, delivereddelivered or sold or created, sold, redeemed or otherwise acquired, any additional shares of capital stock (Company Common Stock, shares of Company Preferred Stock or other voting equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity equivalents) security of the Company or any of its the Company Subsidiaries or obligating the Company or any of its Subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, put commitment, agreement, right of first refusal, arrangement or Contractundertaking. As Except as set forth in Section 4.3(c) of the Company Disclosure Letter, as of the date of this Agreement, the Company does not have any there are no outstanding bonds, debentures, notes or other contractual obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of their respective officers Company Common Stock, shares of Company Preferred Stock or directors other equity securities of the Company or any Company Subsidiary (other than in satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the Company Equity Plans in the event the grantees otherwise fail to satisfy withholding Tax obligations). Neither the Company nor any Company Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint VentureSubsidiaries. (d) Section 3.2(d) All dividends or other distributions on the shares of the Company Letter sets forth a true, complete Common Stock and correct list Company Preferred Stock and any material dividends or other distributions on any securities of all persons who, as of any Company Subsidiary which have been authorized or declared prior to the date of this Agreement, held outstanding Company Stock Options indicating, with respect hereof have been paid in full (except to each Company Stock Option then outstanding, the number of Company Shares subject to extent such Company Stock Option, dividends have been publicly announced and the exercise price, date of grant, vesting schedule are not yet due and expiration date thereofpayable).

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 Company Shares and (ii) 1,000,000 25,000,000 shares of preferred stockPreferred Stock, par value $0.001 par value per share (“Company Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred StockShares”). At the close of business on November 9August 30, 20092019 (the “Capitalization Date”), (i) 42,826,170 Company 11,038,737 Shares were issued and outstanding, all outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, nonassessable and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of preemptive rights; any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) 1,099,335 Company Shares were held in for the treasury authorization and issuance of the Company and Series A Preferred Stock in accordance with Section 5.19, there are no Company Shares were held by Subsidiaries outstanding shares of capital stock of, or other equity or other interests in, the Company; (iii) 6,804,594 , and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company Shares were reserved for issuance pursuant or any of its Subsidiaries to outstanding options (the “Company Stock Options”) issue or sell to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants any Person any shares of capital stock or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan securities of the Company or any of its Subsidiaries under which or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstandingSubsidiaries. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or outstanding Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sellrepurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, acquire any additional shares of capital stock (the Shares or other voting outstanding securities or equity equivalents) of the Company or any of its Subsidiaries or obligating Subsidiaries. To the Company or Knowledge of the Company, no Shares are held by any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any outstanding bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the stockholders of the Company Stockholders on any matter. There are no Contracts matter or the right to which the Companysubscribe for or acquire, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock equity securities of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (cf) Section 3.2(c3.2(f) of the Company Letter Disclosure Schedule sets forth a list forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of this Agreement grant, vesting schedule and, where applicable, the exercise price and term of all Subsidiaries such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and Joint Ventures the terms and conditions of the Company Stock Plan and does not trigger liability for the jurisdiction in which such Subsidiary or Joint Venture is organized. holder thereof under Section 3.2 409A of the Code. (g) Section 3.2(g) of the Company Letter also Disclosure Schedule sets forth as of the date of this Agreement the nature and extent Agreement: (i) each Subsidiary of the Company, the percentage of ownership and voting interests held interest held, directly or indirectly, by the Company in each such Joint Venture. As Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the date Company, the name(s) of this and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company has no obligation is not a party to make or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital contributions, stock or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) other equity interests of the Company Letter sets forth a true, complete and correct list or any of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereofits Subsidiaries.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 300,000,000 shares of Company Shares Common Stock and (ii) 1,000,000 50,000,000 shares of preferred stock, $0.001 0.01 par value per share (“Company Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). At the close of business on November 9May 30, 20092014, (i) 42,826,170 169,316,257 shares of Company Common Stock were issued and outstanding (including 225,905 Company Restricted Shares), and (iii) 17,576,015 shares of Company Common Stock were available for grant under the Company Equity Plans. All issued and outstanding shares of the capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable, and no class of capital stock of the Company is entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Company Common Stock may vote. Section 4.3(a) of the Company Disclosure Letter, sets forth for each holder of Company Restricted Shares were outstanding as of the date of this Agreement (A) the name with respect to the holder (B) the number of such Company Restricted Shares held by such holder, (C) the date of grant of such Company Restricted Shares, and (D) the vesting schedule for such Company Restricted Shares. There are no other rights, options, stock or unit appreciation rights, phantom stock or units, restricted stock units, dividend equivalents or similar rights with respect to the Company Common Stock other than as disclosed on Section 4.3(a) of the Company Disclosure Letter. Each Company Restricted Share grant and each LTIP Unit grant was made in accordance in all material respects with the terms of the Company Equity Plans and applicable Law. Prior to the Closing (and as close to Closing as reasonably practicable), the Company will provide to Parent a complete and correct list that contains the information required to be provided in Section 4.3(a) of the Company Disclosure Letter, that is correct and complete as of the date such list is provided; provided, however, that delivery of such updated schedule shall not cure any breach of this Section 4.3(a) for purposes of determining whether the applicable closing condition has been satisfied. There are 1,443,897 OP Units issued and outstanding (other than 5,613,374 OP Units to be issued in respect of the termination of the Listing Agreement), (ii) no Class B OP Units issued and outstanding and (iii) 9,219,108 LTIP Units issued and outstanding, all each of which were LTIP Units is owned of record and beneficially by the Company Advisor, and each of which LTIP Units shall be forfeited immediately prior to the Effective Time. Except as set forth in the preceding sentence, there are no other partnership interests or other equity or ownership interests in the Company Operating Partnership and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the partnership interests or other equity or ownership interests in the Company Operating Partnership or other securities which would require the Company Operating Partnership to issue or sell any partnership interests or other equity or ownership interests in the Company Operating Partnership. (b) All of the outstanding shares of capital stock of each of the Company Subsidiaries that is a corporation are duly authorized, validly issued, fully paid, nonassessable paid and free of preemptive rights; (ii) 1,099,335 Company Shares were held nonassessable. All equity interests in the treasury each of the Company Subsidiaries that is a partnership or limited liability company are duly authorized and no Company Shares were held by Subsidiaries validly issued. All shares of the Company; capital stock of (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (ivownership interests in) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan each of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which that may be issued pursuant to the Company Stock Option Plan has been upon exercise of outstanding options or exchange rights are duly authorized and, if and when issued pursuant to the terms thereof, upon issuance will be validly issued, fully paid, nonassessable paid and free of preemptive rights. No shares of Company Preferred Stock are issued or outstandingnonassessable. Except as set forth above in Section 4.1(c) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and except outstanding capital stock and other ownership interests of each of the Company Subsidiaries, 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 issuance validity of Company Shares upon which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of any Company Subsidiary or which would require any Company Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (c) Except as set forth in this Section 4.3 or in Section 4.3(a) of the Company are issuedDisclosure Letter, reserved for issuance or outstanding. As as of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no securities, options, warrants, calls, rights, puts commitments, agreements, rights of first refusal, arrangements or Contracts undertakings of any kind to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them is bound bound, obligating the Company or any of its Subsidiaries Company Subsidiary to issue, deliver, sell, redeem deliver or otherwise acquiresell or create, or cause to be issued, delivereddelivered or sold or created, sold, redeemed or otherwise acquired, any additional shares of capital stock (Company Common Stock, shares of Company Preferred Stock or other voting equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity equivalents) security of the Company or any of its the Company Subsidiaries or obligating the Company or any of its Subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, put commitment, agreement, right of first refusal, arrangement or Contractundertaking. As Except as set forth in Section 4.3(c) of the Company Disclosure Letter, as of the date of this Agreement, the Company does not have any there are no outstanding bonds, debentures, notes or other contractual obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of their respective officers Company Common Stock, shares of Company Preferred Stock or directors other equity securities of the Company or any Company Subsidiary (other than in satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the Company Equity Plans in the event the grantees otherwise fail to satisfy withholding Tax obligations). Neither the Company nor any Company Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint VentureSubsidiaries. (d) Section 3.2(d) All dividends or other distributions on the shares of the Company Letter sets forth a true, complete Common Stock and correct list Company Preferred Stock and any material dividends or other distributions on any securities of all persons who, as of any Company Subsidiary which have been authorized or declared prior to the date of this Agreement, held outstanding Company Stock Options indicating, with respect hereof have been paid in full (except to each Company Stock Option then outstanding, the number of Company Shares subject to extent such Company Stock Option, dividends have been publicly announced and the exercise price, date of grant, vesting schedule are not yet due and expiration date thereofpayable).

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 250,000,000 shares of Company Shares Common Stock and (ii) 1,000,000 10,000,000 shares of preferred stock, par value $0.001 par value per share (“Company share, 44,248 shares of which are designated as shares of Series A-1 Preferred Stock”), 44,248 shares of which (A) 400,000 shares have been are designated as shares of Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B A-2 Preferred Stock”), 4,868 shares of which are designated as shares of Series B-1 Preferred Stock, and 4,868 shares of which are designated as shares of Series B-2 Preferred Stock. At As of the close of business on November 9December 8, 2009, (i) 42,826,170 2006: 62,212,369 shares of Company Shares Common Stock were issued and outstanding, all 23,441 shares of which Series A-1 Preferred Stock were issued and outstanding, 44,242 shares of Series A-2 Preferred Stock were issued and outstanding, 4,835 shares of Series B-1 Preferred Stock were issued and outstanding, and 4,862 shares of Series B-2 Preferred Stock were issued and outstanding. There are no shares of Company capital stock were held by the Company in its treasury and no shares of Company capital stock are owned or held by any Subsidiary of the Company. All of the outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid, paid and nonassessable and free of not subject to any preemptive rights. (b) Section 3.2(b) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the close of business on December 8, 2006 of: (i) the number of shares of Company Common Stock subject to outstanding options under each Company Stock Plan and the number of shares of Company Common Stock available for grant under each Company Stock Plan; and (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to all outstanding options to acquire shares of Company Common Stock (the “Company Stock Options”) ), indicating with respect to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “each such Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan name of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if holder thereof and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries whether such holder is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock an employee of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete Stock Plan under which it was granted and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each whether such Company Stock Option then outstandingis an “incentive stock option” (as defined in Section 422 of the Code) or a non-qualified stock option, the number of shares of Company Shares Common Stock subject to such Company Stock Option, the exercise price and the exercise price, date of grantgrant thereof, the applicable vesting schedule of such Company Stock Option and the extent to which such Company Stock Option was vested and exercisable as of December 8, 2006, whether such Company Stock Option was granted with a per share exercise price lower than the fair market value of one share of Company Common Stock on the date of grant as determined in good faith by the Administrator of the Company Stock Plan (as defined in each such plan), and the expiration date thereofof such Company Stock Option. As of the close of business on December 8, 2006, approximately 63,000 shares of Company Common Stock were issuable pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”). For purposes of this Agreement, “Company Stock Plans” means the Company’s 1996 Stock Option Plan, the Company’s 2000 Stock Option Plan, the Company’s 2005 Stock Option Plan and the Company’s 2000 Directors’ Stock Option Plan, and all sub-plans relating thereto, taken together.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 1,000,000,000 shares of Common Stock, of which 155,597,952 shares (including 918,928 Company Shares Stock-Based Awards) were issued and outstanding as of November 1, 2020 (the “Measurement Date”) and (ii) 1,000,000 100,000,000 shares of preferred stock, $0.001 par value per share (“Company Preferred Stock”), none of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). At the close of business on November 9, 2009, (i) 42,826,170 Company Shares were are issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury outstanding as of the date of this Agreement. All of the issued and outstanding Shares have been, and the Shares which may be issued pursuant to the exercise (as applicable) and settlement of Company Stock Awards will be, when issued in accordance with the terms of the applicable Company Stock Awards, duly authorized and no Company Shares validly issued and are fully paid and nonassessable. As of October 30, 2020, 50,612,813 shares of Common Stock were held by Subsidiaries the Company as treasury shares. As of the Company; (iii) 6,804,594 Company Measurement Date, an aggregate of 2,888,503 Shares were reserved for issuance pursuant to outstanding options awards and rights under the Company Stock Plans, of which (A) 2,683,294 Shares were issuable upon the exercise of outstanding Company Stock Options, (B) 205,209 Shares were underlying outstanding Company Units, and (C) 16,953 Shares had been contractually committed pursuant to the grants of Company Stock-Based Awards set forth on Section 4.2(a) of the Company Disclosure Schedule that have not yet been made (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Committed Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Board has not authorized any issuances of Common Stock Option Plan is to occur on or after the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Measurement Date. (b) Except as set forth above described in this Section 4.2 and except for the issuance of Company Shares upon changes resulting from the exercise of Company Stock Options or the vesting and settlement of Company Stock-Based Awards or Company Units, in each case outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities as of the Company are issuedMeasurement Date, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) issued hereunder as set forth abovepermitted pursuant to Section 6.1(d), there are no outstanding options, warrants, calls, rights, puts rights or Contracts to which the Company other securities convertible into or any of its Subsidiaries is a party exchangeable or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquireexercisable for, or cause to be issuedvalued by reference to, delivered, sold, redeemed or otherwise acquiredshares of the capital stock of the Company, any other commitments or agreements providing for the issuance of additional shares of capital stock (of the Company, the sale of treasury shares or other voting securities for the repurchase or equity equivalents) redemption of shares of the capital stock of the Company or any other agreements of its Subsidiaries or obligating any kind which may obligate the Company to issue, purchase, redeem or otherwise acquire any of its capital stock. (c) The outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable. The Company or one or more of its direct or indirect wholly owned Subsidiaries owns of record and beneficially all the issued and outstanding shares of capital stock of such Subsidiaries free and clear of any Liens, other than Permitted Liens. Except as described in this Section 4.2, there are no outstanding options, warrants, rights or other securities exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares or for the repurchase or redemption of shares of such Subsidiaries’ capital stock or any other agreements of any kind which may obligate any Subsidiary of the Company to grantissue, extend purchase, register for sale, redeem or enter into otherwise acquire any such optionof its capital stock. (d) Except for the issuance of shares of Common Stock that were reserved for issuance as set forth in Section 4.2(a), warrant, call, right, put or Contract. As of from the Measurement Date to the date of this Agreement, the Company does has not have declared or paid any dividend or distribution in respect of the Shares, and has not issued, sold, repurchased, redeemed or otherwise acquired any Shares, and its Board has not authorized any of the foregoing. (e) Except for awards to acquire or receive shares of Common Stock under a Company Stock Plan, neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other obligations obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company Stockholders on any matter. . (f) There are no Contracts voting trusts or other agreements or understandings to which the Company, its Subsidiaries Company or any of their respective officers or directors its Subsidiaries is a party concerning with respect to the voting of any the capital stock or other equity interest of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (ai) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 Company Shares and (ii) 1,000,000 25,000,000 shares of preferred stock, $0.001 par value $0.01 per share (“Company Preferred Stock”)) and (ii) 500,000,000 Shares. As of June 17, of which 2022: (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). At the close of business on November 9, 2009, (i) 42,826,170 Company 73,194,171 Shares were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (ivB) no shares of Company Preferred Stock were reserved for issuanceissued and outstanding, other than 100,000 shares of (C) 5,636,129 Shares were subject to outstanding Company Series B Preferred Stock reserved for issuance pursuant Options, (D) 2,660,447 Shares were subject to the Rights Agreementoutstanding Company RSU Awards, dated as of March 31, 2009, between the and (E) 1,245,120 Shares were subject to outstanding Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstandingPSU Awards. Except as set forth above in this Section 5.01(b) and except for the issuance of Company Shares issuable upon the exercise or settlement of Company Stock Options Equity Awards outstanding on the date hereof or granted following the date hereof pursuant to Section 6.01(b), the Company has no other equity or equity-based interests authorized, issued and/or outstanding. (ii) Section 5.01(b)(ii) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date hereof of all outstanding Company Equity Awards granted under the Company Equity Plan or otherwise, indicating, with respect to each Company Equity Award then outstanding, the type of award granted, the target number of Shares subject to such Company Equity Award, date of grant, vested status, and in the case of any Company Option, the exercise price. Each Company Option was granted in compliance with Section 409A of the Code. (iii) All of the outstanding Shares are duly authorized and validly issued in accordance with the terms thereofCompany’s organizational documents, no shares as applicable, and are, or will be when issued, fully paid and nonassessable. All of capital stock the outstanding Shares have not been, or will not be when issued, issued in violation of any applicable securities Laws or preemptive rights, rights of first refusal or other voting similar rights of any Person. All of the issued and outstanding equity interests in each of the Company’s Subsidiaries are authorized and validly issued in accordance with the respective organizational documents of such Subsidiaries and are fully paid (to the extent required under such Subsidiaries’ organizational documents) and nonassessable and have not been issued in violation of any applicable securities Laws or preemptive rights, rights of first refusal or other similar rights of any Person. The Company owns, directly or indirectly, all of the outstanding equity interests in each of its Subsidiaries free and clear of all Liens other than (A) transfer restrictions imposed by federal and state securities Laws and (B) any transfer restrictions contained in the organizational documents of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for and its Subsidiaries. (iiv) this Agreement and (ii) Except as set forth abovein the organizational documents of the Company and except as otherwise provided in Section 5.01(b)(i), there are no preemptive rights or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, phantom equity interests, redemption rights, repurchase rights, agreements, arrangements, calls, rightssubscription agreements, puts commitments or Contracts to which the Company or rights of any of its Subsidiaries is a party or by which any of them is bound obligating kind that obligate the Company or any of its Subsidiaries to issueissue or sell any equity interests or any securities or obligations convertible or exchangeable into or exercisable for, deliver, sell, redeem giving any Person a right to subscribe for or otherwise acquire, acquire or cause to be issued, delivered, sold, redeemed or otherwise acquiredmeasured by reference to, any additional shares of capital stock (or other voting securities or equity equivalents) of interests in the Company or any of its Subsidiaries Subsidiaries, and no securities or obligating obligations evidencing such rights are authorized, issued or outstanding. (v) Neither the Company or nor any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have has any outstanding bonds, debentures, notes or other 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 holders of equity interests in the Company or any of its Subsidiaries on any matter. . (vi) There are no Contracts voting trusts, voting proxies or other agreements or understandings to which the Company, its Subsidiaries Company or any of their respective officers or directors its Subsidiaries is a party concerning with respect to the voting or registration of any capital stock the Shares or other equity interest of the Company or any of its Subsidiaries. (bvii) Each outstanding share Except with respect to the ownership of capital stock (any equity or other voting security long-term debt securities between or equity equivalentamong the Company or any of its Subsidiaries, as the case may be) of each Subsidiary none of the Company is duly authorizedor any of its Subsidiaries owns, validly issueddirectly or indirectly, fully paid and nonassessable, and, except for director any equity or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances long-term debt securities of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereofPerson. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this AgreementExecution Date, the authorized capital stock of the Company Buyer consists of (ia) 100,000,000 Company Shares 400,000,000 shares of Buyer Class A Common Stock, (b) 50,000,000 shares of Buyer Class B Common Stock and (iic) 1,000,000 shares of preferred stock, par value $0.001 par value per share (“Company Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Buyer Preferred Stock”). At the close of business on November 9August 11, 2009, 2017: (i) 42,826,170 Company Shares 103,500,000 shares of Buyer Class A Common Stock were issued and outstanding, all (ii) 25,875,000 shares of which Buyer Class B Common Stock were issued and outstanding, (iii) no shares of Buyer Preferred Stock were issued and outstanding, and (iv) 49,633,333 warrants, each entitling the holder thereof to purchase one share of Buyer Class A Common Stock at an exercise price of $11.50 per share of Buyer Class A Common Stock (the “Buyer Warrants”) were issued and outstanding. All outstanding shares of Buyer Class A Common Stock and Buyer Class B Common Stock are validly issued, fully paid, nonassessable paid and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company non-assessable and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant are not subject to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Except for the Buyer Class B Common Stock are issued or outstanding. Except and the Buyer Warrants, as set forth above and except in the Organization Documents of Buyer, there are no outstanding (a) securities of Buyer convertible into or exchangeable for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other equity interest or voting securities of Buyer, (b) options, warrants or other rights (including preemptive rights) or agreements, arrangement or commitments of any character, whether or not contingent, of Buyer to acquire from any Person, and no obligation of Buyer to issue, any shares of capital stock or other equity interest or voting securities of Buyer or any securities convertible into or exchangeable for such shares of capital stock or other equity interest or voting securities, other than pursuant to the Company are issuedForward Purchase Agreements and the rights of Contributor, reserved for issuance or outstanding. As the ▇▇▇▇ ▇▇▇▇ Contributor, Bayou City, Highbridge, Management and the Kingfisher Contributors to acquire shares of the date of Buyer Class C Common Stock, Buyer Series A Preferred Stock and Buyer Series B Preferred Stock pursuant to this Agreement, except for (i) this the ▇▇▇▇ ▇▇▇▇ Contribution Agreement and the Kingfisher Contribution Agreement, as applicable, (iic) equity equivalents or other similar rights of or with respect to Buyer, or (d) obligations of Buyer to repurchase, redeem, or otherwise acquire any of the foregoing securities, shares of capital stock, options, equity equivalents, interests or rights. Buyer has no direct or indirect equity interests, participation or voting right or other investment (whether debt, equity or otherwise) in any Person (including any Contract in the nature of a voting trust or similar agreement or understanding) or any other equity equivalents in or issued by any other Person other than the General Partner and the Partnership or as set forth abovemay be acquired pursuant to this Agreement, there are no the ▇▇▇▇ ▇▇▇▇ Contribution Agreement or the Kingfisher Contribution Agreement. The Class C Common Stock to be issued to Contributor hereunder upon Closing, when delivered, shall be duly authorized and validly issued, fully paid and non-assessable, and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights), puts Organizational Documents, commitments or Contracts agreements to which the Company or any of its Subsidiaries Buyer is a party or by which any of them it is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause bound. The Buyer Series B Preferred Stock to be issuedissued to Contributor hereunder upon Closing, when delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is shall be duly authorized, authorized and validly issued, fully paid and nonassessablenon-assessable, andand issued in compliance with all applicable state and federal securities Laws and not subject to, except for director or qualifying sharesand not issued in violation of, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, any options, warrants, calls, rights of first refusal, limitations on voting (including preemptive rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement), the Company has no obligation Organizational Documents, commitments or agreements to make any capital contributions, which Buyer is a party or otherwise provide assets or cash, to any Joint Ventureby which it is bound. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company AIC consists of (i) 100,000,000 Company Shares and (ii) 1,000,000 35,000,000 shares of preferred stock, $0.001 par value per share (“Company AIC Common Stock and 15,000,000 shares of AIC Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). At the close of business on November 9June 30, 2009, 1999: (i) 42,826,170 Company Shares 5,585,697 shares of AIC Common Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares 868,869 shares were reserved for issuance pursuant to outstanding employee or director stock options granted under the AIC's employee stock option plans (the “Company "AIC Stock Options”"); (iii) to purchase Company Shares pursuant to 1,000,067 shares were reserved for issuance upon the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan exchange of units of limited partnership (the “Company Stock Option Plan”"OP Units") in Asset Investors Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company AIC Preferred Stock were reserved for issuance, other than 100,000 had been designated or issued. All outstanding shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreementcapital stock of AIC are, dated as of March 31and all shares thereof which may be issued without violating this Agreement (including, 2009without limitation, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire all shares of Company Series B Preferred AIC Common Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may to be issued pursuant to the Company Stock Option Plan has been Merger) will be, when issued, duly authorized andauthorized, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, paid and nonassessable and free of not subject to preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above in this Section 3.3(b), and except for changes since June 30, 1999 resulting from the issuance of Company Shares shares of AIC Common Stock (x) upon the exercise of Company AIC Stock Options outstanding in accordance with as of June 30, 1999 or (y) upon the terms thereofredemption of OP Units outstanding as of June 30, no 1999 (i) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of the Company are issuedAIC, reserved (B) any securities of AIC or any AIC Subsidiary convertible into or exchangeable or exercisable for issuance shares of capital stock or outstanding. As voting securities of the date AIC, (C) any warrants, calls, options or other rights to acquire from AIC or any AIC Subsidiary, and any obligation of this AgreementAIC or any AIC Subsidiary to issue, except any capital stock, voting securities or securities convertible into or exchangeable or exercisable for (i) this Agreement capital stock or voting securities of AIC or any AIC Subsidiary, and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company outstanding obligations of AIC or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries AIC Subsidiary to issue, deliver, sellrepurchase, redeem or otherwise acquireacquire any such securities or to issue, deliver or sell, or cause to be issued, delivered, delivered or sold, redeemed any such securities. There are no outstanding (A) securities of AIC or otherwise acquired, any additional AIC Subsidiary convertible into or exchangeable or exercisable for shares of capital stock (or other voting securities in any AIC Subsidiary, (B) warrants, calls, options or equity equivalents) of the Company other rights to acquire from AIC or any AIC Subsidiary, and any obligation of its Subsidiaries or obligating the Company AIC or any of its Subsidiaries AIC Subsidiary to grantissue, extend or enter into any such optioncapital stock, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes voting securities or other obligations the holders of which have the right to vote (ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities having or ownership interests in, any AIC Subsidiary or (C) obligations of AIC or any AIC Subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of AIC Subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Other than as set forth in the right to vote) with certificate of incorporation of AIC and the stockholders Agreement of Limited Partnership of the Company on Operating Partnership, neither AIC nor any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors AIC Subsidiary is a party concerning to any agreement restricting the transfer of, relating to the voting of or granting any capital stock preemptive or, except as provided by the terms of the Company or AIC Stock Options, antidilutive rights with respect to, any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary securities of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as type referred to in the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereoftwo preceding sentences. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 50,000,000 shares of Company Shares Common Stock and (ii) 1,000,000 10,000,000 shares of preferred stock, $0.001 par value $.01 per share (“Company "Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”"). At the close of business on November 9April 24, 20091998, (i) 42,826,170 25,520,763 shares of Company Shares Common Stock and no shares of Preferred Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 18,845 shares of Company Shares were held in the treasury of the Company and no Company Shares Common Stock were held by Subsidiaries of the Company; Company in its treasury, (iii) 6,804,594 5,484,329 shares of Company Shares Common Stock were reserved for issuance pursuant to outstanding options (Stock Options under the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan Plans (the “Company Stock Option Plan”each as defined in Section 7.04), warrants or other rights to purchase or otherwise acquire the Company Shares; and 17 (iv) no 180,816 shares of Company Preferred Common Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights AgreementYurie Systems, dated as of March 31Inc., 2009, between the Company and American Employee Stock Transfer & Trust Company LLC Purchase Plan (the “Company Rights Agreement”"ESPP") providing for rights to acquire and (v) 191,374 shares of Company Series B Preferred Common Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued were reserved for issuance pursuant to the Company Stock Option Yurie Systems, Inc. 401(k) Savings Plan has been duly authorized and, if and when issued pursuant to (the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding"401(k) Plan"). Except as set forth above and except for above, at the issuance close of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereofbusiness on April 24, 1998, no shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding. As All outstanding shares of capital stock of the date Company are, and all shares which may be issued pursuant to the Company Stock Plans, the ESPP and the 401(k) Plan will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of this Agreementany purchase option, except for call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company's Certificate of Incorporation or By-laws or any Contract (ias defined in Section 4.04) this Agreement and to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (iior convertible into securities having the right to vote) on any matters on which stockholders of the Company may vote ("Voting Company Debt"). Except as set forth above, there are no securities, options, warrants, calls, rights, puts commitments, agreements, arrangements, or Contracts undertakings of any kind to which the Company or any of its Subsidiaries subsidiaries is a party or by which any of them is bound (i) obligating the Company or any of its Subsidiaries subsidiary to issue, deliver, deliver or sell, redeem or otherwise acquire, or cause to be issued, delivered, delivered or sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities equity interests in, or any security convertible into or exercisable for or exchangeable into any capital stock of or other equity equivalents) of interest in, the Company or of any of its Subsidiaries subsidiary or any Voting Company Debt or (ii) obligating the Company or any of its Subsidiaries subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, put security, commitment, Contract, arrangement or Contractundertaking. As of the date of this Agreement, the The Company does is not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning to any voting agreement with respect to the voting of any of its securities. There are not any outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. (b) Each subsidiaries. The outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid was issued in compliance with all applicable Federal and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as state securities laws and regulations. The shares of Company Common Stock set forth in Exhibit A to the case may be) is owned by the Company or another Subsidiary Stockholders Agreement represent in excess of a majority of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number shares of Company Shares subject to such Company Common Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.on a fully diluted basis. 18

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company as of the date of this Agreement consists of (i) 100,000,000 shares of Company Shares Common Stock and (ii) 1,000,000 5,000,000 shares of preferred stockPreferred Stock, par value $0.001 par value per share (“Company Preferred Stock”), . (b) As of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). At the close of business on November February 9, 2009, 2006: (i) 42,826,170 20,259,819 shares of Company Shares Common Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 issued or outstanding; (iii) no shares of Company Series B Preferred Common Stock were held in the treasury of the Company; (iv) 2,432,011 shares of Company Common Stock were duly reserved for future issuance pursuant to outstanding Company Stock Options granted pursuant to the Company Stock Plans; and (v) 2,110,698 shares of Company Common Stock were duly reserved for future issuance pursuant to the Rights Agreementexercise of Company Warrants. Except as described above, dated as of March 31the close of business on the day prior to the date hereof, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire there were no shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company voting or its Subsidiaries under which any non-voting capital stock, equity interests or other securities of the Company authorized, issued, reserved for issuance or any otherwise outstanding. (c) All outstanding shares of its Subsidiaries are issuable. Each Company Share Common Stock are, and all shares which may be issued pursuant to the Company Stock Option Plan has been duly authorized andPlans, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding and the Company Warrants will be, when issued against payment therefor in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable, and not subject to, or issued in violation of, any preemptive, subscription or any kind of similar rights. The Company has no outstanding shares of Company Common Stock that are subject to a right of repurchase that will survive the Merger. (d) There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as described in subsection (b) above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company is a party or bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company are issuedor obligating the Company to issue, reserved grant, extend or enter into any agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Neither the Company nor the Company Subsidiary is subject to any obligation or requirement to provide funds for issuance or outstanding. As to make any investment (in the form of a loan or capital contribution) in any Person (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). (e) The Company has previously made available to Parent a complete and correct list of the holders of all Company Stock Options and Company Warrants outstanding as of the date of this Agreementspecified therein, except for including: (i) this Agreement and 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 (other than those set forth in the Company Stock Plans). (f) All of the issued and outstanding shares of Company Common Stock and all of the issued and outstanding Company Warrants and Company Stock Options were issued in compliance in all material respects with all applicable federal and state securities Law. (g) There are no outstanding contractual obligations of the Company 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 the Company, other than rights of repurchase of Company Common Stock pursuant to agreements entered into in connection with the Company Stock Plans between the Company and the holder of such shares of Company Common Stock. Except as described in this Section 2.3, and except as set forth aboveon Schedule 2.3(g) of the Company Disclosure Schedule, there are no options, warrants, calls, stock-appreciation rights, puts security-based performance units, phantom stock or Contracts other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or the Company Subsidiary or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company or the Company Subsidiary based upon revenues generated by them without augmentation as a result of the Merger or other transactions contemplated hereby) of the Company or to cause the Company or the Company Subsidiary to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company or the Company Subsidiary. (h) Other than the Company Voting Agreements, there are no voting trusts, proxies or other agreements, commitments or understandings to which the Company or the Company Subsidiary or, to the knowledge of the Company, any of its Subsidiaries the stockholders of the Company, is a party or by which any of them is bound obligating with respect to the Company issuance, holding, acquisition, voting or disposition of any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities security or equity equivalents) interest of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its SubsidiariesSubsidiary. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the ------------------ Company consists of (i) 100,000,000 200,000,000 shares of Company Shares Common Stock and (ii) 1,000,000 15,000,000 shares of preferred stock, $0.001 par value $.01 per share (“the "Company Preferred ----------------- Stock”)", of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (together with the “Company Series B Preferred Common Stock”, the "Company Capital ----- --------------- Stock"). At the close of business on November 9, 2009, (i) 42,826,170 March 31, 1998, 85,248,101 shares of Company Shares Common Stock and 1,750,000 shares of Series A Preferred were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 March 31, 1998, 2,581,182 shares of Company Shares were held in the treasury of the Company and no Company Shares Common Stock were held by Subsidiaries of the Company; Company in its treasury, (iii) 6,804,594 April 20, 1998, 6,033,471 shares of Company Shares Common Stock were subject to outstanding Company Stock Options and not more than 4,250,475 additional shares of Company Common Stock were reserved for issuance pursuant to outstanding options (the “Company's 1994 Incentive Plan, as amended, for stock options, SARs, and other awards of Company Common Stock Options”) to purchase Company Shares pursuant to which had not been granted as of the ▇▇▇▇▇▇.▇▇▇date of this Agreement, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no March 31, 1998, 45,000,000 shares of Company Preferred Common Stock were reserved for issuanceissuance in connection with the rights (the "Company Rights") issued pursuant to the Company Rights Agreement -------------- (as defined in Section 6.10) and (v) March 31, other than 1998, 100,000 shares of Company Series B Preferred Common Stock were reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company Company's Amended and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire Restated Deferred Compensation Plan and 45,000 shares of Company Series B Preferred Common Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued were reserved for issuance pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free defined contribution retirement plan for employees of preemptive rights. No shares of Company Preferred Stock are issued or outstandingVirginia Indonesia Company. Except as set forth above and except with respect to the Company's Savings Plan for Salaried Employees, at the issuance close of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereofbusiness on May 1, 1998, no shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding. As There are no outstanding Company SARs (as defined in Section 6.04) that were not granted in tandem with a related Company Stock Option. All outstanding shares of Company Capital Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the date DGCL, the Company Charter, the Company By-laws or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of this Agreementthe Company having the right to vote (or convertible into, except for or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote (i) this Agreement and (ii) "Voting Company Debt"). Except as set forth above, as of the date ------------------- of this Agreement, there are no not any options, warrants, calls, rights, puts convertible or Contracts exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, deliver, deliver or sell, redeem or otherwise acquire, or cause to be issued, delivered, delivered or sold, redeemed or otherwise acquired, any 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 equivalents) of interest in, the Company or of any of its Subsidiaries Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, put security, commitment, Contract, arrangement or Contractundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Company Capital Stock. As of the date of this Agreement, except as disclosed in the Company does Disclosure Letter and as contemplated by Section 1.02(d), there are not have any outstanding bonds, debentures, notes or other contractual obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its SubsidiariesCompany Subsidiary. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company Lucent consists of (i) 100,000,000 Company Shares 3,000,000,000 shares of Lucent Common Stock and (ii) 1,000,000 250,000,000 shares of preferred stock, $0.001 par value $1.00 per share share, of Lucent (“Company "Lucent Authorized Preferred Stock”"), of which (A) 400,000 7,500,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B "Lucent Junior Preferred Stock”"). At the close of business on November 930, 20091998, (i) 42,826,170 Company Shares 1,318,615,011 shares of Lucent Common Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury approximately 105,351,000 shares of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares Lucent Common Stock were reserved for issuance pursuant to outstanding stock options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire receive Lucent Common Stock granted under the Company Shares; 1996 Long Term Incentive Program, the 1997 Long Term Incentive Plan, the Global Founders Grant, the 1998 Global Ownership Grant and various plans of companies acquired by Lucent (such plans, collectively, the "Lucent Stock Plans"), (iii) no shares of Lucent Junior Preferred Stock were issued and outstanding and (iv) other than the Lucent Junior Preferred Stock, no other shares of Company Lucent Authorized Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company have been designated or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders indebtedness of which have Lucent having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the on any matters on which stockholders of the Company on any matterLucent may vote are issued or outstanding. There are no Contracts to which the Company, its Subsidiaries or any All outstanding shares of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalentLucent are, as the case and all shares which may be issued will be) of each Subsidiary of the Company is , when issued, duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free nonassessable and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting not subject to preemptive rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 Lucent has made available to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted Ascend a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list copy of all persons whothe Rights Agreement dated as of April 4, 1996, as amended (the "Lucent Rights Agreement") between Lucent and The Bank of the date of this AgreementNew York, held outstanding Company Stock Options indicatingas Rights Agent, with respect relating to each Company Stock Option then outstanding, the number of Company Shares subject rights ("Lucent Rights") to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereofpurchase Lucent Junior Preferred Stock.

Capital Structure. (ai) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 Company Shares and (ii) 1,000,000 20,000,000 shares of preferred stock, $0.001 par value per share (“Company Preferred Common Stock”), of which (A) 400,000 12,625,693 shares have been designated were issued and outstanding as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). At of the close of business on November 91, 20092005, (i) 42,826,170 Company Shares were and 5,000,000 shares of preferred stock, no par value per share, of which 300,000 shares have been designated Series A Preferred Stock and no shares of which are issued and outstanding, all . All of which were the outstanding Shares have been duly authorized and are validly issued, fully paid, paid and nonassessable and free were issued in compliance with all applicable Laws. Other than 1,415,728 shares of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were Common Stock reserved for issuance pursuant to outstanding options (under the “Company Company’s 1993 Employee Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇Purchase Plan, Inc. Equity 1988 Stock Option Plan and 1998 Stock Incentive Plan (the “Company Stock Option PlanPlans”), warrants or other rights and 650,000 shares of Company Common Stock reserved for issuance upon exercise of options granted to purchase or otherwise acquire executives upon commencement of their employment, the Company Shares; and (iv) has no shares of Company Preferred Common Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”. Section 5.1(b)(i) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries Disclosure Letter contains a correct and complete list of options and restricted stock, under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized andPlans, if including the holder, date of grant, term, number of shares and when issued pursuant to exercise price and vesting schedule, including whether the terms thereof, vesting will be accelerated by the execution of this Agreement or consummation of the Merger or by termination of employment or change of position following consummation of the Merger. Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paidpaid and nonassessable, nonassessable were issued in compliance with all applicable Laws and, except for director qualifying shares in jurisdictions in which such shares are required, owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and free clear of preemptive rights. No shares of Company Preferred Stock are issued any lien, charge, pledge, security interest, claim or outstandingother encumbrance (each, a “Lien”). Except as set forth above and except for the issuance rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of February 18, 2003, between the Company Shares upon and Registrar and Transfer Company (the exercise “Rights Agreement”), 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 Company Stock Options outstanding in accordance with the terms thereof, no to issue or sell any shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company 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 its Subsidiaries the Company, and no securities or obligating obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Company or Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or ContractLiens. As of the date of this Agreement, the The Company does not have outstanding any outstanding bonds, debentures, notes or other 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 shareholders of the Company on any matter. There are no Contracts to which . (ii) Section 5.1(b)(ii) of the Company Disclosure Schedule sets forth (x) each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, its Subsidiaries or any of their respective officers or directors is a party concerning as well as the voting ownership interest of any other Person or Persons in each such Subsidiary and (y) the Company’s or its Subsidiaries’ capital stock of stock, equity interest or other direct or indirect ownership interest in any other Person other than securities in a publicly traded company held for investment by the Company or any of its Subsidiaries. (b) Each Subsidiaries and consisting of less than 1% of the outstanding share of capital stock (of such company. The Company does not own, directly or other indirectly, any voting security or equity equivalentinterest in any Person that requires an additional filing by Parent under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof“HSR Act”). (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 Company shares of Common Shares and (ii) 1,000,000 10,000,000 shares of preferred stock, $0.001 par value per share (“Company Preferred Stock”)Shares, of which (A) 400,000 500,000 shares have been designated classified as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (and the “Company Series B Preferred Stock”)remaining 9,500,000 shares remain unclassified. At On the close of business on November 9, 2009date hereof, (i) 42,826,170 Company 13,409,642 shares of Common Shares and no shares of Preferred Shares were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury 900 shares of the Company and no Company Common Shares were held by Subsidiaries of the Company; Company in its treasury, (iii) 6,804,594 260,000 shares of Common Shares were issuable under the Company's employee benefit or incentive plans pursuant to awards granted by the Company (the "Company Employee Stock Plans"), (iv) 1,940,000 shares of Common Shares were issuable upon exercise of outstanding options (the "Company Options") to purchase Common Shares, (v) 937,496 shares of Common Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Company's Amended and Restated Dividend Reinvestment Share Purchase Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (ivvi) no 83,898 shares of Company Preferred Stock Common Shares were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Company's Employee Share Purchase Plan. On the date of this Agreement, dated except as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company set forth in this SECTION 3.1.3 or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant in SCHEDULE 3.1.3 to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereofDisclosure Letter, no shares of capital stock beneficial interest or other voting securities of the Company are were issued, reserved for issuance or outstanding. As The Company has no outstanding stock appreciation rights relating to the beneficial shares of interest of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional Company. All outstanding beneficial shares of capital stock (or other voting securities or equity equivalents) interest of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. There are no bonds, anddebentures, except for director or qualifying shares, each such share (notes or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except (A) as set forth above in this SECTION 3.1.3, (B) as set forth in SCHEDULE 3.1.3 to the Company Disclosure Letter sets forth a list or (C) as otherwise permitted under SECTION 4.1, as of the date of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of all Subsidiaries and Joint Ventures any kind to which the Company or any Company Subsidiary is a party or by which such entity is bound, obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, voting securities or other ownership interests of the Company and the jurisdiction in which such or any Company Subsidiary or Joint Venture is organizedobligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to the Company or a Company Subsidiary). Section 3.2 Except as set forth on SCHEDULE 3.1.3 to the Company Disclosure Letter, there are no outstanding contractual obligations of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the or any Company in each such Joint Venture. As of the date of this AgreementSubsidiary to repurchase, the Company has no obligation to make any capital contributions, redeem or otherwise provide assets or cash, to acquire any Joint Venture. (d) Section 3.2(d) beneficial shares of interest of the Company Letter sets forth or any capital stock, voting securities or other ownership interests in any Company Subsidiary or make any investment (in the form of a trueloan, complete and correct list of all persons who, as of the date of this Agreement, held outstanding capital contribution or otherwise) in any Person (other than a Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereofSubsidiary).

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company Buyer consists of (i) 100,000,000 Company Shares and shares of Buyer Class A Stock, (ii) 1,000,000 10,000,000 shares of Class B common stock, $0.001 par value (the “Buyer Class B Stock”) and (iii) 100,000,000 shares of preferred stock, $0.001 par value per share (“Company Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Buyer Preferred Stock”). At As of the close of business on November 9August 14, 20092014, (iA) 42,826,170 Company Shares 65,272,174 shares of Buyer Class A Stock were issued and outstanding, all (B) one share of which Buyer Class B Stock was issued and outstanding, and (C) 14,657,980 shares of Buyer Preferred Stock were validly issued, fully paid, nonassessable issued and free of preemptive rights; outstanding. (iib) 1,099,335 Company Shares were held Except as set forth in the treasury Section 4.2(b) of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance Buyer Disclosure Letter or pursuant to this Agreement, Buyer does not have and is not bound by any outstanding options (subscriptions, options, warrants, calls, commitments or agreements of any character calling for the “Company Stock Options”) to purchase Company Shares pursuant to or issuance of any shares of any capital stock of Buyer or any other equity securities of Buyer or any securities representing the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights right to purchase or otherwise acquire the Company Shares; and (iv) no receive any shares of Company Preferred Stock were reserved for issuancecapital stock of Buyer or any other equity securities of Buyer. Buyer has not issued or awarded, or authorized the issuance or award of, any options, restricted stock or other than 100,000 equity-based awards under any Buyer Benefit Plan or otherwise, and there are no options, restricted stock or other equity-based awards issued by Buyer or any Subsidiary of Buyer currently outstanding under the Buyer Benefit Plans or otherwise. All issued and outstanding shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreementcapital stock of Buyer are duly authorized, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there There are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders Indebtedness of which have Buyer having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to matter on which the Company, its Subsidiaries or any holders of their respective officers or directors is a party concerning the voting shares of any Buyer capital stock of the Company or any of its Subsidiariesmay vote. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of ------------------ the Company consists of (i) 100,000,000 200,000,000 shares of Company Shares Common Stock and (ii) 1,000,000 10,000,000 shares of preferred stock, $0.001 par value $1.00 per share (“the "Company ------- Authorized Preferred Stock”)" and, of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (together with the “Company Series B Preferred Common Stock”, the -------------------------- "Company Stock"). At the close of business on November 917, 20091999, (i) 42,826,170 -------------- 18,351,054 shares of Company Shares Common Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 1,097,719 shares of Company Shares Authorized Preferred Stock were held in the treasury issued and outstanding, consisting entirely of the shares of Company and no Preferred Stock, (iii) 2,837,558 shares of Company Shares Common Stock were held by Subsidiaries the Company in its treasury, (iv) 1,097,719 shares of the Company; (iii) 6,804,594 Company Shares Common Stock were reserved for issuance upon conversion of outstanding shares of Company Preferred Stock, 1,671,436 shares of Company Common Stock were reserved for issuance pursuant to exercise of outstanding options Company Employee Stock Options (the “Company Stock Options”as defined in Section 6.04(d)) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no 550,564 additional shares of Company Preferred Common Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Company Stock Plans (as defined in Section 6.04(d)), and (v) 185,000 shares of Series A Junior Participating Preferred Stock, par value $1.00 per share (the "Junior Preferred Stock"), of the Company were ---------------------- reserved for issuance in connection with the rights (the "Company Rights") -------------- issued pursuant to the Rights Agreement, Agreement dated as of March 31August 26, 20091999, between the Company and American Stock Transfer & First Chicago Trust Company LLC of New York, as Rights Agent (as amended from time to time, the “"Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”"). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as ------------------------ set forth above and except for at the issuance close of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereofbusiness on November 17, 1999, no shares of capital stock Company Capital Stock or other equity securities or voting securities of the Company are were issued, reserved for issuance or outstanding. As There are no outstanding Company SARs (as defined in Section 6.04) that were not granted in tandem with a related Company Employee Company Stock Option. All outstanding shares of Company Capital Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable. There are not any bonds, debentures, notes or other indebtedness of the date Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of this Agreement, except for Company Stock may vote (i) this Agreement and (ii) "Voting Company Debt"). Except as ------------------- set forth above, except pursuant to the ESOP (as defined in Section 3.03(c)), a true and complete copy of which has been previously provided to Parent, and except for the transactions contemplated by this Agreement, there are no not any options, warrants, calls, rights, puts convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts (as defined in Section 3.05(a)), arrangements or undertakings of any kind to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, deliver, deliver or sell, redeem or otherwise acquire, or cause to be issued, delivered, delivered or sold, redeemed or otherwise acquired, any 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 equivalents) of interest in, the Company or of any of its Subsidiaries Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, put security, commitment, Contract, arrangement or Contractundertaking 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 Company Capital Stock. As of the date of this Agreement, except as set forth in the Company does Partnership Agreement (as defined in Section 6.12(a)), there are not have any outstanding bonds, debentures, notes or other contractual obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary Company Subsidiary. The Company has delivered to Parent a complete and correct copy of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereofRights Agreement. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (i) 100,000,000 shares of Company Shares Common Stock and (ii) 1,000,000 5,000,000 shares of preferred stock, $0.001 par value $0.01 per share (the “Company Preferred Stock”)” and together with the Company Common Stock, of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Capital Stock”). At the close of business on November 9December 31, 20092016, (i) 42,826,170 32,240,404 shares of Company Shares Common Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuanceissued and outstanding, other than 100,000 (iii) 4,485,836 shares of Company Series B Preferred Common Stock were reserved and available for issuance pursuant to the Rights Agreement, dated as Company Stock Plans and (iv) 612,813 shares of March 31, 2009, between Company Common Stock were reserved for issuance under the Company and American Employee Stock Transfer & Trust Company LLC Purchase Plan (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company RightsESPP”). The At the close of business on December 31, 2016, there were (A) 819,764 shares issuable upon settlement of outstanding Company Stock Option Plan is the only benefit plan of the RSUs and (B) 97,912 shares potentially issuable under outstanding Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstandingPSUs. Except as set forth above and except for in this Section 4.03(a), at the issuance close of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereofbusiness on December 31, 2016, no shares of capital stock or other voting securities of of, or other equity interests in, the Company are were issued, reserved for issuance or outstanding. As From the close of business on December 31, 2016 to the date of this Agreement, except for (i) this Agreement there have been no issuances by the Company of shares of capital stock or voting securities of, or other equity interests in, the Company, other than the issuance of Company Common Stock upon the settlement of Company RSUs or Company PSUs outstanding at the close of business on December 31, 2016 and (ii) in accordance with their terms in effect at such time. Except as set forth aboveabove in this Section 4.03(a), there are no optionsnot issued, warrantsreserved for issuance or outstanding, calls, rights, puts or Contracts to which and there are not any outstanding obligations of the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries Subsidiary to issue, deliver, deliver or sell, redeem or otherwise acquire, or cause to be issued, delivered, delivered or sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalentsx) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any Company Subsidiary or any securities of its Subsidiariesthe Company or any Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary, (y) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, or any other obligation of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary or (z) any rights issued by or other obligations of the Company or any Company Subsidiary that are linked in any way to the price of any class of Company Capital Stock or any shares of capital stock of any Company Subsidiary, the value of the Company, any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of the Company or any Company Subsidiary (whether payable in cash, stock or otherwise). (b) Each All outstanding share shares of capital stock (Company Common Stock are, and all shares of Company Common Stock that may be issued upon the settlement of Company RSUs and Company PSUs or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is ESPP, will be, at the time of issuance, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to, andor issued in violation of, except for director or qualifying sharesany purchase option, each such share (or other voting security or equity equivalentcall option, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights right of first refusal, limitations on voting rightspreemptive right, charges subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any Contract to which the Company is a party or otherwise bound. Except for acquisitions, or deemed acquisitions, of Company Common Stock or other equity securities of the Company in connection with (i) required tax withholding in connection with the vesting or settlement of Company RSUs or Company PSUs and the vesting or delivery of other encumbrances of any nature whatsoever. Exhibit 21.1 awards pursuant to the Company’s Annual Report on Form 10-K for the year ended December 31Company Stock Plans and (ii) forfeitures of Company RSUs and Company PSUs, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all there are not any outstanding obligations of the information required to be set forth therein by the regulations Company or any of the SEC as Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of the date thereof. Company or any Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (cx), (y) Section 3.2(cor (z) of the Company Letter sets forth a list as last sentence of the date of this Agreement of all Subsidiaries and Joint Ventures Section 4.03(a). There are no debentures, bonds, notes or other Indebtedness of the Company and or of any Company Subsidiary having the jurisdiction in right to vote on any matters on which such Subsidiary or Joint Venture is organized. Section 3.2 stockholders of the Company Letter also sets forth as or any Company Subsidiary may vote (“Company Voting Debt”). Neither the Company nor any of the date Company Subsidiaries is a party to any voting agreement with respect to the voting of this Agreement the nature and extent of the ownership and any capital stock or voting securities of, or other equity interests held by the Company in each such Joint Venture. As of the date of this Agreementin, the Company has no obligation to make or any capital contributions, or otherwise provide assets or cash, to Company Subsidiary. Neither the Company nor any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth Subsidiaries is a trueparty to any agreement pursuant to which any Person is entitled to elect, complete and correct list of all persons who, as designate or nominate any director of the date Company or any of this Agreement, held outstanding the Company Stock Options indicating, with respect Subsidiaries. There are no stockholder rights plans (or similar plans containing any aspects commonly referred to each as a “poison pill”) under which the Company Stock Option then outstanding, or any of the number Company Subsidiaries is or may become obligated to sell or otherwise issue any shares of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereofcapital stock or any other securities.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 45,000,000 shares, divided into the following: (i) 100,000,000 Company Shares and (ii) 1,000,000 5,000,000 shares of preferred stock, $0.001 par value $0.01 per share (“the "Company Preferred Stock”"), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock ; and (Bii) 100,000 40,000,000 shares have been designed as Series B Junior Participating Preferred Stock (the “of Company Series B Preferred Common Stock”). At the close of business on November 9August 1, 2009, 1997: (i) 42,826,170 10,101,915 shares of Company Shares Common Stock were issued and outstanding, all 27,825 of which were validly issued, fully paid, nonassessable and free of preemptive rightsare restricted shares; (ii) 1,099,335 815,902 shares of Company Shares Common Stock were held reserved for issuance in connection with the treasury of the Company and no Company Shares were held by Subsidiaries of the CompanyStock Option Plan; (iii) 6,804,594 122,457 shares of Company Shares Common Stock were reserved for issuance pursuant to outstanding options (in connection with the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Directors' Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) 491,222 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Warrants; (v) no shares of Company Common Stock were held in treasury; (vi) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company issued and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company outstanding or its Subsidiaries under which any securities of held by the Company or any Subsidiary of its Subsidiaries are issuable. Each Company Share the Company; and (vii) no bonds, debentures, notes or other instruments or evidence of indebtedness having the right to vote (or convertible into, or exercisable or exchangeable for securities having the right to vote) on any matters on which may be issued pursuant to the Company shareholders may vote ("Company Voting Debt") were issued or outstanding. All outstanding shares of Company Common Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be are validly issued, fully paid, paid and nonassessable and free of are not subject to preemptive or other similar rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except in Section 3.1(b) of the Disclosure Memorandum, there are outstanding: (i) no securities of the Company convertible into or exchangeable or exercisable for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock stock, Company Voting Debt or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement Company; and (ii) as set forth aboveno stock awards, there are no options, warrants, calls, rights (including stock purchase or preemptive rights), puts commitments or Contracts agreements to which the Company or any of its Subsidiaries is a party or by which it is bound, in any of them is bound case obligating the Company or any of its Subsidiaries to issue, deliver, sell, purchase, redeem or otherwise acquire, or cause to be issued, delivered, sold, purchased, redeemed or otherwise acquired, any additional shares of its capital stock (stock, any Company Voting Debt or other voting securities or equity equivalents) securities convertible into or exchangeable or exercisable for voting securities of the Company or any of its Subsidiaries Company, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put commitment or Contractagreement. As Except as set forth in Section 3.1(b) of the Disclosure Memorandum, since December 31, 1996, the Company has not (i) granted any options, warrants or rights to purchase shares of Company Common Stock or (ii) amended or repriced, as applicable, any Company Option, any Company Warrant, the Stock Option Plan or the Directors' Stock Option Plan. Section 3.1(b) of the Disclosure Memorandum sets forth the following information with respect to each Company Option and Company Warrant outstanding on the date of this Agreement: (A) the name of the optionee or warrantholder, (B) the number of shares of Company does not have any outstanding bondsCommon Stock subject to such Company Option or Company Warrant, debentures, notes and (C) the exercise price of such Company Option or other 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 Company Warrant. None of the Company on any matterOptions are "incentive stock options" (within the meaning of Section 422 of the Code). There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list not as of the date of this Agreement and there will not be on the date of all Subsidiaries and Joint Ventures the Shareholders' Meeting any shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any shares of the capital stock of the Company and which will limit in any way the jurisdiction in which such Subsidiary solicitation of proxies by or Joint Venture is organized. Section 3.2 on behalf of the Company Letter also sets forth as from, or the casting of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreementvotes by, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) shareholders of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each the Merger. True and correct copies of all agreements relating to the Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, Warrants and the exercise price, date Company Options and the issuance of grant, vesting schedule and expiration date thereofany restricted stock have previously been provided or made available to Parent.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company Allied consists of the following: (ia) 100,000,000 Company Shares 525,000,000 shares of Allied Common Stock; and (iib) 1,000,000 10,000,000 shares of preferred stock, $0.001 par value per share (“Company Allied Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). At the close of business on November 9June 19, 20092008, (i) 42,826,170 Company Shares 433,093,702 shares of Allied Common Stock and no shares of Allied Preferred Stock were issued and outstandingoutstanding (excluding shares held by Allied in its treasury), all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury 1,201,063 shares of the Company and no Company Shares Allied Common Stock were held by Subsidiaries of the Company; Allied in its treasury, (iii) 6,804,594 Company Shares 31,455,382 shares of Allied Common Stock were reserved for issuance pursuant under the Allied Plans (of which 20,380,462 shares of Allied Common Stock were subject to outstanding options (the “Company Allied Stock Options”, Allied Restricted Shares, Allied RSUs or Allied DSUs) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no 11,257,948 shares of Company Preferred Allied Common Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan issuable upon conversion of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstandingAllied Convertible Debt. Except as set forth above and except for above, as of the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereofdate hereof, no shares of capital stock or other voting securities of the Company Allied are issued, reserved for issuance or outstanding. As All outstanding shares of Allied Common Stock have been duly authorized and validly issued and are fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the date DGCL, the Allied Charter, the Allied By-laws or any Contract to which Allied is a party or by which Allied is otherwise bound. Allied has made available to Republic a true and complete list, as of June 19, 2008, of all outstanding Allied Stock Options or other rights to purchase or receive shares of Allied Common Stock granted under the Allied Stock Plans, any other Allied Plan or otherwise by Allied or any of the Allied Subsidiaries, the number of shares of Allied Common Stock subject thereto and, if applicable, the expiration dates and exercise prices thereof. There are no preemptive or similar rights on the part of any holder of any class of securities of Allied or any Allied Subsidiary. Other than the Allied Convertible Debt, there is no Voting Allied Debt issued and outstanding. Other than as contemplated by this AgreementSection 4.03, except for (i) this Agreement and (ii) changes since June 19, 2008 resulting from the exercise of Allied Stock Options, the vesting of Allied RSUs or Allied DSUs or from the issuance of Allied Stock Options, Allied RSUs, Allied DSUs or Allied Restricted Stock as set forth abovepermitted by Section 6.01(a), there are no (A) options, warrants, calls, rights, puts convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company Allied or any of its Subsidiaries Allied Subsidiary is a party or by which any of them is bound (x) obligating the Company Allied or any of its Subsidiaries Allied Subsidiary to issue, deliver, deliver or sell, redeem or otherwise acquire, or cause to be issued, delivered, delivered or sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company interests in, or any security convertible or exercisable for or exchangeable into any capital stock of its Subsidiaries or obligating the Company other equity interest in, Allied or any of its Subsidiaries Allied Subsidiary or any Voting Allied Debt, (y) obligating Allied or any Allied Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, put security, commitment, Contract, arrangement or Contract. As of the date of this Agreement, the Company does not have undertaking or (z) that give any outstanding bonds, debentures, notes or other obligations the holders of which have Person the right to vote receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Allied Common Stock, (B) outstanding contractual obligations of Allied or convertible into any Allied Subsidiary to repurchase, redeem or exercisable for securities having the right to voteotherwise acquire any shares of capital stock of Allied or any Allied Subsidiary or (C) with the stockholders of the Company on any matter. There are no Contracts voting trusts or other agreements or understandings to which the Company, its Subsidiaries Allied or any of their respective officers or directors the Allied Subsidiaries is a party concerning with respect to the voting or transfer of any capital stock of the Company Allied or any of its the Allied Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Company Alive consists of (i) 100,000,000 Company Shares and (ii) 1,000,000 20,000,000 shares of preferred stockCommon Stock, $0.001 par value $0.01 per share (“Company share, and 10,000,000 shares of Preferred Stock”), par value $0.01 per share, 902,886 of which (A) 400,000 shares have been are designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company 1,867,233 of which are designated Series B Preferred Stock”). At the close of business on November 9, 2009, (i) 42,826,170 Company Shares were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for there were issued and outstanding 2,322,752 shares of Alive Common Stock, 902,886 shares of Series A Preferred Stock (the "Alive Series A Preferred") and 1,867,233 shares of Series ------------------------ B Preferred Stock (the "Alive Series B Preferred" and together with the Alive ------------------------ Series A Preferred and Alive Common Stock, the "Alive Capital Stock"). The ------------------- issued and outstanding shares of Alive Capital Stock are held of record by the shareholders of Alive as set forth and identified in the shareholder list attached as Schedule 2.3(a) to the Alive Disclosure Schedule. All outstanding shares of Alive Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Articles of Incorporation or Bylaws of Alive or any agreement to which Alive is a party or by which it is bound. All outstanding shares of Alive Capital Stock were issued in compliance with all applicable federal and state securities laws. Of the issued and outstanding shares of Alive Capital Stock, 820,034 shares will be subject, as of the Effective Date (after giving effect to the Merger), to Alive's right of repurchase at a weighted average repurchase price of $0.18 per share. (b) October 31, 1999, Alive has not issued or granted additional options under the Alive Stock Option Plan. Alive is not in active discussion, formal or informal, with any person or entity regarding the issuance of any form of additional Alive equity that has not been issued or committed to prior to the date of this Agreement. Schedule 2.3(b) of the Alive Disclosure Schedule sets forth the number of outstanding Alive Options and all other rights to acquire shares of Alive Common Stock pursuant to the Alive Stock Option Plan and the applicable exercise prices. Except (i) for the rights created pursuant to this Agreement Agreement, (ii) for Alive's right to repurchase any unvested shares under the Alive Stock Option Plan, (iii) for such rights as to which waivers have been or will be obtained as set forth on Schedule 2.3(b) hereto, (iv) the acceleration provisions of the Alive Stock Option Plan and related option agreements, and (iiv) as set forth abovein this Section 2.3, there are no options, warrants, calls, rights, puts commitments, agreements or Contracts arrangements of any character to which the Company or any of its Subsidiaries Alive is a party or by which any of them Alive is bound relating to the issued or unissued capital stock of Alive or obligating the Company or any of its Subsidiaries Alive to issue, deliver, sell, redeem repurchase or otherwise acquireredeem, or cause to be issued, delivered, sold, redeemed repurchased or otherwise acquiredredeemed, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries Alive or obligating the Company or any of its Subsidiaries Alive to grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, put commitment or Contract. As of the date of this Agreement, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matteragreement. There are no Contracts contracts, commitments or agreements relating to which the Companyvoting, its Subsidiaries purchase or any sale of their respective officers or directors is a party concerning the voting of any Alive's capital stock of the Company (i) between or among Alive and any of its Subsidiaries. stockholders and (bii) Each outstanding share to the knowledge of capital stock (Alive, between or other voting security or equity equivalent, as the case may be) among any of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, andAlive's stockholders, except for director the stockholders delivering Irrevocable Proxies (as defined below). The terms of the Alive Stock Option Plan permit the assumption or qualifying sharessubstitution of options to purchase ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as provided in this Agreement, each without the consent or approval of the holders of such share (securities, the Alive stockholders, or other voting security otherwise. True and complete copies of all agreements and instruments relating to or equity equivalentissued under the Alive Stock Option Plan have been made available to ▇▇▇▇▇▇▇▇.▇▇▇ and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments in any case from the form made available to ▇▇▇▇▇▇▇▇.▇▇▇. Except as set forth on Schedule 2.3(b) to the Alive Disclosure Schedule, there are no agreements or arrangements pursuant to which Alive is required to register shares of its capital stock under the Securities Act of 1933, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereofamended. (c) To Alive's knowledge, all applicable elections with respect to issued capital stock of Alive under Section 3.2(c83(b) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries Code have been duly made and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venturetimely filed. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (ai) As of the date of this Agreement, the The authorized capital stock of the Company consists of (iA) 100,000,000 250,000,000 shares of Company Shares Common Stock, of which 36,780,009, shares are issued and outstanding as of the date hereof and of which 36,780,009 shares plus such number of shares as may be issued consistent with Section 4.1(b) shall be issued and outstanding as of the Effective Time, and no shares are held by the Company or its Subsidiaries as treasury stock, (B) 30,000,000 shares of Class B Common Stock, par value $.01 per share, of which no shares are issued or outstanding, and (iiC) 1,000,000 shares of preferred stock, $0.001 par value $.01 per share (“Company Preferred Stock”)share, of which (A) 400,000 no shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”)are issued or outstanding. At the close of business on November 9, 2009, (i) 42,826,170 Company Shares were All issued and outstandingoutstanding shares of the capital stock of the Company are duly authorized, all of which were validly issued, fully paidpaid and nonassessable, nonassessable and free no class of capital stock is entitled to preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares . Except pursuant to the ▇▇▇▇▇▇.▇▇▇Option Agreement or as set forth on Schedule 3.1(b)(i), Inc. Equity Incentive Plan (the “Company Stock Option Plan”)there are no outstanding options, warrants or other rights to purchase or otherwise acquire capital stock from the Company Shares; and (ivor securities convertible into or exchangeable or exercisable for such capital stock) no other than options representing in the aggregate the right to purchase 5,987,693 shares of Company Preferred Common Stock were reserved for issuanceunder the Company Stock Option Plans. (ii) Schedule 3.1 (b)(ii) lists all Subsidiaries of the Company as of the date of this Agreement. Except as set forth in Schedule 3.1(b)(ii), other than 100,000 (a) all of the issued and outstanding shares of capital stock of each Subsidiary of the Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreementthat is a corporation are duly authorized, dated as of March 31validly issued, 2009fully paid and nonassessable and are owned, between directly or indirectly, by the Company and American Stock Transfer & Trust where owned by the Company LLC or one or more of its Subsidiaries, are owned free and clear of any liens, claims, encumbrances, restrictions, preemptive rights, security interests, charges, voting and disposition restrictions or any other claims of any third party ("Liens"), (b) all capital, membership or voting interests of each Subsidiary of the “Company Rights Agreement”that is not a corporation have been validly created pursuant to its Organizational Documents and, where owned by the Company or one or more of its Subsidiaries, are owned, directly or indirectly, by the Company free and clear of any Liens and (c) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan none of the Company or its Subsidiaries under which has any securities agreement or obligation to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person or owns any interests in any Person other than a wholly owned Subsidiary (except, as of the Effective Time, as may be agreed or allowed consistent with Section 4.1(d)). (iii) No bonds, debentures, notes or other indebtedness of the Company or having the right to vote on any of its Subsidiaries are issuable. Each matters on which shareholders may vote ("Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. No shares of Company Preferred Stock Voting Debt") are issued or outstanding. . (iv) Schedule 3.1(b)(iv) sets forth a true and complete list as of the date hereof of all holders of options to purchase Company Common Stock, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. (v) Except as otherwise set forth in the last sentence of Section 3.1(b)(i) or as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth aboveSchedule 3.1(b)(v), there are no securities, options, warrants, calls, subscriptions, rights, puts commitments, agreements, arrangements or Contracts undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, deliver or sell, redeem or otherwise acquire, or cause to be issued, delivered, delivered or sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, subscriptions, call, right, put commitment, agreement, arrangement or Contractundertaking. As of the date of this AgreementExcept as disclosed on Schedule 3.1(b)(i), the Company does not have any there are no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers its Subsidiaries to repurchase, redeem or directors is a party concerning the voting otherwise acquire any shares of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list as of the date of this Agreement of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2 of the Company Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. As of the date of this Agreement, the Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a true, complete and correct list of all persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.