Common use of Capital Structure Clause in Contracts

Capital Structure. The authorized capital stock of the Company ----------------- consists of 50,000,000 Shares, of which 27,554,547 Shares were outstanding as of the close of business on January 14, 1998, 1,000,000 shares of Class A Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), 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, except for directors' qualifying shares, 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 set forth above, there are no preemptive or other outstanding rights, 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 Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiaries.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 50,000,000 Sharesfifty million (50,000,000) shares of Common Stock, $0.01 par value, of which 27,554,547 Shares there were issued and outstanding as of the close of business on January 14June 15, 19982001, 1,000,000 9,061,620 shares, and ten million (10,000,000) shares of Class A Preferred Stock $0.01 par value of which five hundred thousand (500,000) shares have been designated as Series G Preferred Stock. As of the close of business on June 15, par value $10.00 per share, of which 2001 there were no shares were outstanding as of the date of this Agreement, Preferred Stock issued and 1,000,000 outstanding. No shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized and Company Common Stock are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth held in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee treasury of the Company or by its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each of the There are no other outstanding shares of capital stock or other voting securities and no outstanding commitments to issue any shares of each capital stock or voting securities after June 15, 2001, except upon the exercise of options outstanding as of such date under the Company Stock Option Plans (as defined in Section 2.6(c)) or pursuant to the Company's Subsidiaries is 1996 Employee Stock Purchase Plan (the "Company ESPP"). All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of the Company, non-assessable and are free and clear of any lienliens or encumbrances, pledgeother than any liens, security interestcharges, claim claims, encumbrances or other encumbrance. Except as set forth aboverights of others, there and are no not subject to preemptive rights or other outstanding rightsrights of first refusal created by statute, optionsthe Certificate of Incorporation, 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 Bylaws of the Company or any agreement to which the Company is a party or by which it is bound. As of its Subsidiaries the close of business on June 15, 2001, the Company had reserved (i) 5,736,884 shares of Common Stock for issuance to employees, consultants and directors pursuant to the Company Stock Option Plans, of which 2,264,058 shares had been issued pursuant to option exercises or any securities direct stock purchases, 3,155,594 shares were subject to outstanding, unexercised options, no shares were subject to outstanding stock purchase rights, and 316,872 shares were available for issuance thereunder and (ii) 1,050,000 shares of Common Stock for issuance to employees pursuant to the Company ESPP, of which 535,153 shares had been issued. Between June 15, 2001 and July 2, 2001, Company has not (i) issued or obligations convertible or exchangeable into or exercisable forgranted additional options under the Company Stock Option Plans, or giving any Person a right to subscribe for or acquire, any securities of (ii) accepted enrollments in the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstandingESPP. Except for (i) the Warrants, the WH Options and the Debenturesrights created pursuant to this Agreement, the Company does not have outstanding any 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 Stock Option Plans and the Company on ESPP and (ii) the Company's rights to repurchase any matter ("Voting Debt"). The unvested shares under the Company Stock Option Plans, there are no other options, warrants, calls, rights, commitments or agreements of any character to which the Company is ----------- not a party or by which it is bound obligating the beneficial owner of Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any equity securities, except shares of capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of the Company's Subsidiariescapital stock (other than those granting the Company the right to purchase unvested shares upon employment or service termination) (i) between or among the Company and any of its stockholders and (ii) to the Company's Knowledge, between or among any of the Company's stockholders. The terms of the Company Stock Option Plans permit the assumption or substitution of options to purchase Parent Common Stock as provided in this Agreement, without the consent or approval of the holders of such securities, stockholders, or otherwise. The current Offering Period (as defined in the Company ESPP) commenced under the Company ESPP on February 1, 2001 and will end on July 31, 2001, and except for the purchase rights granted on such commencement date to participants in the current Purchase Period (as defined in the Company ESPP), there are no other purchase rights or options outstanding under the Company ESPP. True and complete copies of all forms of agreements and instruments relating to or issued under the Company Stock Option Plans or Company ESPP (and true and complete copies of all such agreements and instruments which differ in any material respect from any of such forms) will be provided to Parent. The shares of Company Common Stock issued under the Company Stock Option Plans, as amended and under all prior versions thereof, have either been registered under the Securities Act of 1933, as amended (the "Securities Act"), or were issued in transactions which qualified for exemptions under either Section 4(2) of, or Rule 701 under, the Securities Act for stock issuances under compensatory benefit plans.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 50,000,000 240,000,000 Shares, of which 27,554,547 116,470,432 Shares were outstanding as of the close of business on January 1415, 1998, 1,000,000 and 12,000,000 shares of Class A Preferred Stock, par value $10.00 50.00 per shareshare (the "Preferred Shares"), of which no shares were outstanding as of the date close of this Agreementbusiness on January 15, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement1998. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Other than Shares reserved for issuance under the Stock Option Agreement, the Company has no commitments to issue or deliver Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuanceShares, except that, as of January 1415, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 10,116,531 Shares subject to issuance pursuant to the DebenturesCompany's Stock Incentive Plan of 1997, Amended and Restated 1993 Stock Plan for Non-Employee Directors, the 1992 Employee Stock Option Plan, Stock Incentive Plan of 1991, Stock Option Plan of 1990, Stock Option Plan of 1987, 1994 Stock Plan for Employees of the Company and Titan Stock Option Plans (the "Company Stock Plans"), 2,400,000 Preferred Shares subject to issuance pursuant to the Amended and Restated Rights Agreement, dated as of March 11, 1997, between the Company and The Bank of New York, as Rights Agent (the "Rights Agreement"), and 5,181,588 Shares subject to issuance pursuant to the Company's Zero Coupon Convertible Notes due 2009 (the "Convertible Notes"). The Company Disclosure Letter contains a correct list, which is complete and complete list accurate in all material respects as of the date specified therein, of each outstanding option to purchase or acquire Shares under each of the Company Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former directorplan, officer or employee of the Company or its Subsidiaries)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, except for directors' qualifying shares, and owned by the Company or a direct or indirect wholly wholly-owned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth described above, there are no preemptive or other outstanding rights, 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 Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or or, except as referred to in this subsection (b), convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiariesmatter.

Capital Structure. (a) The authorized capital stock of the Company ----------------- Corixa consists of 50,000,000 SharesOne Hundred Million (100,000,000) shares of Common Stock, par value $0.001 per share, of which 27,554,547 Shares there were Twenty One Million Seventy Three Thousand Eight Hundred and Sixteen (21,073,816) shares issued and outstanding as of the close of business on January 14October 13, 19982000, 1,000,000 and Ten Million (10,000,000) shares of Class A Preferred Stock, par value $10.00 0.001 per share, of which no Fifty Thousand (50,000) shares have been designated Series A Preferred Stock and Twelve Thousand Five Hundred (12,500) shares of such Series A Preferred Stock were issued and outstanding as of October 13, 2000. As of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which there are no shares were outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each of the other outstanding shares of capital stock or other voting securities of each Corixa and no outstanding commitments to issue any shares of capital stock or voting securities of Corixa other than pursuant to the exercise of options and purchase rights outstanding as of the Company's Subsidiaries is date hereof under the Amended and Restated 1994 Stock Option Plan, the 1997 Directors' Stock Option Plan and the Corixa 1997 Employee Stock Purchase Plan (such plans being referred to in this Agreement as the "Corixa Equity Plans"). (b) All outstanding shares of Corixa Common Stock are duly authorized, validly issued, fully paid and nonassessable andand are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, except and are not subject to (c) As of October 13, 2000, Corixa had reserved (i) Six Million One Hundred Seventy Five Thousand Fifty (6,175,050) shares of Corixa Common Stock for directors' qualifying sharesissuance to employees, owned by a direct or indirect wholly owned subsidiary consultants and members of the Companyboard of directors pursuant to the Amended and Restated 1994 Stock Option Plan and the 1997 Directors' Stock Option Plan, free and clear (ii) One Hundred Fifty Six Thousand Seven Hundred Thirteen (156,713) shares of Corixa Common Stock for issuance to employees pursuant to the Corixa 1997 Employee Stock Purchase Plan. Between October 13, 2000, and the date of this Agreement, Corixa has not issued additional shares or granted additional options under the Corixa Equity Plans except pursuant to the exercise of options outstanding as of October 13, 2000. All outstanding options to purchase Corixa Common Stock have been duly authorized by the Corixa Board of Directors or a committee thereof, are validly issued, and were issued in compliance with all applicable federal and state securities laws. (d) Except (i) for the rights created pursuant to this Agreement, (ii) for or with respect to rights granted under the Corixa Equity Plans, (iii) for Corixa's right to repurchase any lienunvested shares under the Corixa Stock Option Plans, pledge, security interest, claim or other encumbrance. Except and (iv) as set forth abovein this Section 3.3, as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion calls, rights, commitments, agreements or arrangements of any character to which Corixa or any Subsidiary of Corixa is a party or by which Corixa or any Subsidiary of Corixa is bound relating to the issued or unissued capital stock appreciation rightsof Corixa or any Subsidiary of Corixa or obligating Corixa or any Subsidiary of Corixa to issue, redemption rightsdeliver, sell, repurchase rightsor redeem, agreementsor cause to be issued, arrangements delivered, sold, repurchased or commitments to issue or sell redeemed, any shares of capital stock or other securities of the Company Corixa or any Subsidiary of its Subsidiaries Corixa or obligating Corixa or any securities or obligations convertible or exchangeable into or exercisable forSubsidiary of Corixa to grant, extend, accelerate the vesting of, change the price of, or giving otherwise amend or enter into any Person a right to subscribe for such option, warrant, call, right, commitment or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiariesagreement.

Capital Structure. The (a) As of the date hereof, the authorized capital stock of the Company ----------------- consists of 50,000,000 Shares, of which 27,554,547 27,000,000 Shares were outstanding as of the close of business on January 14, 1998, 1,000,000 and 3,000,000 shares of Class A Preferred Stock, par value $10.00 .0001 per shareshare ("Company Preferred Stock"), of which no 140,000 shares were outstanding have been designated as of the date of this Agreement, and 1,000,000 shares of Class B "Series A Participating Preferred Stock" (the "Series A Preferred Stock"). (b) At the close of business on July 23, par value $10.00 per share1999: (i) 12,752,855 Shares were issued and outstanding, all of which no shares were outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The nonassessable and free of preemptive rights; (ii) no shares of Company has Preferred Stock were issued and outstanding; (iii) no Shares were held in the treasury of the Company or shares by Subsidiaries of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there the Company; (iv) 422,085 Shares were 4,950,000 Shares reserved for issuance upon the exercise of outstanding vested and exercisable stock options issued under the Company's 1995 Stock Option/Stock Issuance Plan, as amended (the "Company Stock Option Plan"); (v) 667,779 Shares were reserved for issuance upon the exercise of outstanding unvested stock options issued under the Company Stock Option Plan; (vi) 159,632 Shares were reserved for issuance and unissued pursuant to the Company's 1986 Employee Stock Option Purchase Plan, Incentive as amended (the "Company Stock Plan and Nonqualified Stock Option Plan for Directors, and Purchase Plan"); (vii) 80,000 Shares having a maximum aggregate offering price of $2,400,000 were reserved for issuance pursuant to upon the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May September 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject 1998 issued to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇ (the "WH Options▇▇▇▇▇ Warrant"); and (viii) 45,000 Shares were reserved for issuance upon the exercise of the Warrant dated September 30, and 2,395,834 Shares subject 1998 issued to issuance pursuant to Alessandro Chiabera (the Debentures. The "Chiabera Warrant" and, together with the ▇▇▇▇▇ Warrant, the "Warrants"). (c) Section 4.2 of the Company Disclosure Letter contains a correct and complete list as of the date of this Agreement of each outstanding option to purchase Shares issued under the Company Stock Plans Option Plan (each a collectively, the "Company OptionStock Options"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries)holder, date of grant, exercise price and number of Shares shares of Company Common Stock subject thereto. Each thereto and whether the option is vested and exercisable. (d) Except for the Company Stock Options, the Company Stock Purchase Plan, the Warrants, the rights to purchase shares of the outstanding Series A Preferred Stock (the "Rights") issued pursuant to the Rights Agreement dated as of December 6, 1996, as amended October 22, 1998 (as so amended, the "Rights Agreement"), between the Company and Registrar and Transfer Company, as Rights Agent, and the rights (the "Company Option") of Parent under the Master Agreement dated August 10, 1998, as amended December 21, 1998, between Parent and the Company, there are no options, warrants, calls, rights or 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 or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or other securities 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 or agreement, and there are no outstanding contractual rights to which the Company or any of its Subsidiaries is a party the value of which is based on the value of Shares. Except as set forth in Section 4.2 of the Company Letter, there are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of or any equity interests in any Subsidiary. (e) Each outstanding share of capital stock of each Subsidiary of the Company's Subsidiaries Company is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying sharesas set forth in Section 4.2 of the Company Letter, each such share is owned by a direct the Company or indirect wholly owned subsidiary another Subsidiary of the Company, free and clear of any lienall security interests, pledgeliens, security interestclaims, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rightspledges, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rightsrights of first refusal, agreements, arrangements or commitments to issue or sell limitations on voting rights, charges and other encumbrances of any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the nature whatsoever. (f) The Company does not have any outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiariesmatter.

Capital Structure. (i) The authorized capital stock of the Company ----------------- consists of 50,000,000 Shares90,000,000 shares of Company Common Stock and 10,000,000 shares of Preferred Stock, par value $.01 per share, of the Company (the “Company Preferred Stock”). At the close of business on August 9, 2010, (A) 21,513,708 shares of Company Common Stock (excluding treasury shares) were issued and outstanding, none of which were subject to vesting or transfer restrictions and/or subject to forfeiture back to the Company or repurchase by the Company, (B) 415,766 shares of Company Common Stock were held by the Company as treasury shares, (C) 5,398,073 shares of Company Common Stock were reserved and available for issuance in the aggregate pursuant to the 2005 Stock Incentive Plan of the Company (the “2005 Plan”), the 2003 Stock Option Plan of the Company (the “2003 Plan”) and the 1993 Stock Option Plan of the Company (the “1993 Plan”, and, together with the 2005 Plan, the 2003 Plan and the ESPP (as defined below), the “Company Stock Plans”), of which 27,554,547 Shares (x) 2,482,520 shares of Company Common Stock were subject to outstanding options (other than rights under the Company’s 2005 Employee Stock Purchase Plan (the “ESPP”)) to acquire shares of Company Common Stock from the Company (such options, together with any other stock options granted after August 9, 2010 under the Company Stock Plans or otherwise, the “Stock Options”) and (y) a maximum of 1,328,205 shares of Company Common Stock were subject to outstanding restricted share units (such restricted share units, together with any other restricted share units granted after August 9, 2010 pursuant to the Company Stock Plans or otherwise, the “RSUs”) and (D) 571,000 shares of Company Common Stock were reserved and available for issuance pursuant to the ESPP. All outstanding Stock Options and RSUs have been granted under the Company Stock Plans. Other than the Company Stock Plans, there is no plan, Contract or arrangement providing for the grant of Stock Options or RSUs. No shares of Company Preferred Stock are issued or outstanding. No shares of Company Common Stock are owned by any Subsidiary of the Company. Section 3.01(c)(i) of the Company Letter sets forth (1) a complete and correct list, as of the close of business on January 14August 9, 19982010, 1,000,000 of all outstanding Stock Options, the number of shares of Class A Preferred StockCompany Common Stock subject to each such Stock Option, par value $10.00 the grant date, exercise price per share, vesting schedule and expiration date of each such Stock Option, the name of the holder thereof, an indication of whether or not each such holder is a current employee or director of the Company or any of its Subsidiaries, whether or not such Stock Option (or any portion thereof) is intended to qualify as an “incentive stock option” under Section 422 of the Code and the name of the Company Stock Plan pursuant to which no each such Stock Option was granted and (2) a complete and correct list, as of the close of business on August 9, 2010, of all outstanding RSUs, the number of shares were outstanding as of Company Common Stock subject to each such RSU, the grant date and vesting schedule of each such RSU, the name of the holder thereof, an indication of whether or not each such holder is a current employee or director of the Company or any of its Subsidiaries and the name of the Company Stock Plan pursuant to which such RSU was granted. As of the date of this Agreement, other than the outstanding Stock Options, the outstanding RSUs and 1,000,000 the rights under the ESPP, there are no outstanding rights of any person to receive Company Common Stock under the Company Stock Plans or otherwise, on a deferred basis or otherwise. As of the close of business on August 9, 2010, there were outstanding rights to purchase 50,375 shares of Class B Preferred Stock, par Company Common Stock on the last day of the current offering period in effect under the ESPP (assuming the fair market value $10.00 per share, share of which no shares were outstanding as Company Common Stock on the last day of the current offering period in effect under the ESPP will be equal to the Merger Consideration). As of the last day of the most recent payroll period ending prior to the date of this Agreement. All , the aggregate amount credited to the accounts of participants in the outstanding Shares have been duly authorized ESPP was $385,232.35 and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved the aggregate amount credited to such accounts for issuance, except thatsuch payroll period was $55,463.92. (ii) Except as set forth in Section 3.01(c)(i), as of January 14the close of business on August 9, 19982010, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Planno shares of capital stock of, Incentive Stock Plan and Nonqualified Stock Option Plan for Directorsor other equity or voting interests in, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc.or securities convertible into, 1,000,000 Shares subject or exchangeable or exercisable for, or options, warrants, shares of deferred stock, restricted stock awards, stock appreciation rights, phantom stock awards or other rights to issuance upon exercise of acquire any such capital stock of, or other equity or voting interests in, the options set forth in the First Option Agreement and Second Option AgreementCompany, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant or other rights that are linked to the Debentures. The value of Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under Common Stock or the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee value of the Company or its Subsidiaries)any part thereof, were issued, reserved for issuance or outstanding. From the close of business on August 9, 2010 to the date of grantthis Agreement, (A) there have been no issuances by the Company of shares of capital stock of, or other equity or voting interests in, the Company, other than issuances of shares of Company Common Stock pursuant to the exercise price of Stock Options or rights under the ESPP or the settlement of RSUs, in each case outstanding as of August 9, 2010, and number only if and to the extent required by their respective terms as in effect on such date and (B) there have been no issuances by the Company of Shares subject thereto. Each securities convertible into, or exchangeable or exercisable for, or options, warrants, shares of deferred stock, restricted stock awards, stock appreciation rights, phantom stock awards, other rights to acquire shares of capital stock of, or other equity or voting interests in, the Company, or other rights that are linked to the value of Company Common Stock or the value of the Company or any part thereof, other than rights under the ESPP. (iii) All outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is Company are, and all shares that may be issued pursuant to the Company Stock Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrancenot subject to preemptive rights. Except as set forth abovein this Section 3.01(c), there are no preemptive (A) bonds, debentures, notes or other outstanding rights, 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 indebtedness of the Company or any of its Subsidiaries or any and (B) securities or obligations convertible other instruments or exchangeable into rights (including stock appreciation rights, phantom stock awards or exercisable forother similar rights) issued by, or giving any Person a right to subscribe for or acquireother obligations of, any securities of the Company or any of its Subsidiaries, and no securities in each case, that are linked to, or obligations evidencing such rights are authorized, issued the value of which is in any way based upon or outstanding. Except for the Warrantsderived from, the WH Options and the Debenturesvalue of any class of capital stock of, or other equity or voting interests in, the Company does not have outstanding or any bondsof its Subsidiaries, debenturesthe value of the Company, notes any of its Subsidiaries or any part thereof, or any dividends or other obligations distributions declared or paid on any shares of capital stock of, or other equity or voting interests in, the holders Company or any of its Subsidiaries, or which have or which by their terms may have at any time (whether actual or contingent) the right to vote (or which are 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 or any of its Subsidiaries may vote (the items referred to in clauses (A) and (B) collectively, “Equity Equivalents”). Except as set forth in this Section 3.01(c), there are no securities, options, warrants, calls, rights or Contracts of any kind to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound, obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, 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, call, right or Contract. With respect to the Stock Options, (1) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (2) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Company (or a duly constituted and authorized committee thereof) and any matter required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant ("Voting Debt")if any) was duly executed and delivered by each party thereto, (3) each such grant was made in accordance with the terms of the applicable Company Stock Plan, the Exchange Act and all other applicable Laws and regulatory rules or requirements, including the rules of The NASDAQ Stock Market LLC and any other exchange on which Company securities are traded, (4) the per share exercise price of each Stock Option was not less than the fair market value (within the meaning of Section 422 of the Code, in the case of each Stock Option intended to qualify as an “incentive stock option”, and within the meaning of Section 409A of the Code, in the case of each other Stock Option, other than any Stock Option that is exempt from Section 409A of the Code due to the effective date provisions thereof) of a share of Company Common Stock on the applicable Grant Date and (5) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s SEC Documents in accordance with the Exchange Act and all other applicable Laws. Except pursuant to the forfeiture conditions of the Stock Options and RSUs outstanding as of the date of this Agreement and except pursuant to the cashless exercise or tax withholding provisions of such Stock Options and RSUs, in each case as in effect on the date of this Agreement, there are no outstanding contractual or other obligations of the Company or any of its Subsidiaries to (I) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (II) vote or dispose of any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. The Company is ----------- not the beneficial owner of a party to any equity securities, except voting agreement with respect to any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the knowledge of the Company's , as of the date of this Agreement there are no irrevocable proxies and no voting agreements with respect to any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. The Company has not knowingly granted, and there is no and has been no Company policy or practice to grant, Stock Options prior to, or otherwise coordinate the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects. (iv) Neither the Company nor any of its Subsidiaries has any (A) indebtedness for borrowed money, (B) indebtedness evidenced by any bond, debenture, note, mortgage, indenture or other debt instrument or debt security, (C) accounts payable to trade creditors and accrued expenses not arising in the ordinary course of business, (D) amounts owing as deferred purchase price for the purchase of any property, (E) capital lease obligations or (F) guarantees with respect to any indebtedness or obligation of a type described in clauses (A) through (E) above of any other person (other than, in the case of clauses (A), (B) and (D), accounts payable to trade creditors and accrued expenses, in each case arising in the ordinary course of business) (collectively, “indebtedness”). (v) All Stock Options and RSUs may be treated in accordance with Section 5.04(a) and all rights to purchase shares of Company Common Stock under the ESPP may be treated in accordance with Section 5.04(b). No holder of any Stock Option, RSU or right under the ESPP is entitled to any treatment of such Stock Option, RSU or right under the ESPP other than as provided with respect to such Stock Option, RSU or right under the ESPP in Section 5.04(a) or Section 5.04(b), as applicable, and after the Closing no holder of a Stock Option, RSU or right under the ESPP (or former holder of a Stock Option, RSU or right under the ESPP) or any current or former participant in the Company Stock Plans or any other Benefit Plan or Benefit Agreement shall have the right thereunder to acquire any capital stock of the Company or any other equity interest therein (including phantom stock or stock appreciation rights). All outstanding Stock Options are evidenced by individual written stock option agreements (the “Stock Option Agreements”) and all outstanding RSUs are evidenced by individual written restricted share unit agreements (the “RSU Agreements”), in each case substantially identical to the applicable forms set forth in Section 3.01(c)(v) of the Company Letter, copies of which individual agreements have previously been made available in complete and correct form to Parent and its counsel, and no Stock Option Agreement or RSU Agreement contains terms that are inconsistent with, or in addition to, the terms contained in such forms.

Capital Structure. The (a) As of the date hereof, the authorized capital stock of the Company ----------------- consists of 50,000,000 Shares, 25,000,000 shares of which 27,554,547 Shares were outstanding as of Company Common Stock. At the close of business on January 14May 31, 19982000, 1,000,000 (i) 8,594,455 shares of Class A Preferred StockCompany Common Stock were issued and outstanding, par value $10.00 per share, all of which were validly issued, fully paid and nonassessable (except to the extent otherwise provided in Section 180.0622(2)(b) of the WBCL) and free of preemptive rights, (ii) no shares of Company Common Stock were outstanding held in the treasury of the Company, (iii) 2,488,000 shares of Company Common Stock were reserved for future issuance pursuant to the Company's Amended and Restated Stock Option Plan, any other option grants or plans, or pursuant to any plans assumed by the Company in connection with any acquisition, business combination or similar transaction (collectively, the "COMPANY STOCK OPTION PLANS"). No shares of Company Common Stock are held by any Subsidiary of the Company. (b) Section 3.2 (b) of the letter dated the date hereof and delivered on the date hereof by the Company to Parent, which relates to this Agreement and is designated therein as the Company Letter (the "COMPANY LETTER"), contains a correct and complete list as of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares shares of Company Common Stock issued under the Company Stock Option Plans (each a collectively, the "Company OptionCOMPANY STOCK OPTIONS"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries)holder, date of grant, term, acceleration of vesting or exercisability, if any, exercise price and number of Shares shares of Company Common Stock subject thereto. Each Except as set forth on Section 3.2(b) of the outstanding Company Letter and except for the Company Stock Options, there are no options, warrants, calls, rights or 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 or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or other securities 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 or agreement. (c) Except as set forth in Section 3.2 of the Company Letter, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of or any equity interests in the Company or any Subsidiary. Each outstanding share of capital stock of each Subsidiary of the Company's Subsidiaries Company is duly authorized, validly issued, fully paid and nonassessable (except to the extent otherwise provided in Section 180.0622(2)(b) of the WBCL) and, except for directors' qualifying sharesas disclosed in the Company SEC Documents (defined below) filed prior to the date of this Agreement, each such share is owned by a direct the Company or indirect wholly owned subsidiary another Subsidiary of the Company, free and clear of any lienall security interests, pledgeliens, security interestclaims, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rightspledges, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rightsrights of first refusal, agreements, arrangements or commitments to issue or sell limitations on voting rights, charges and other encumbrances of any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstandingnature whatsoever. Except for the Warrants, the WH Options and the Debentures, the The Company does not have any outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders shareholders of the Company on any matter ("Voting Debt")matter. The Section 3.2(c) of the Company is ----------- not Letter contains a correct and complete list as of the beneficial owner date of any equity securities, except shares this Agreement of capital stock each of the Company's Subsidiaries. Except as set forth on Section 3.2(c) of the Company Letter, as of the date hereof, neither the Company nor any of its Subsidiaries is party to or bound by (x) any agreement or commitment pursuant to which the Company or any Subsidiary of the Company is or could be required to register any securities under the Securities Act or (y) any debt agreements or instruments which grant any rights to vote (contingent or otherwise) on matters on which shareholders of the Company may vote. (d) Section 3.2(d) of the Company Letter contains a correct and complete list as of the date of this Agreement of each entity in which the Company owns an equity interest (other than a Subsidiary), including the number of outstanding shares of the stock of each such entity, the percentage interest represented by the Company's ownership in the entity, and the date of acquisition of the ownership interest in any such entity.

Capital Structure. (i) The authorized capital stock of the Company ----------------- consists of 50,000,000 Shares100,000,000 shares of Company Common Stock, and 19,998,100 shares of which 27,554,547 Shares were outstanding as of preferred stock, par value $0.01 per share (the “Company Preferred Stock”). At the close of business on January 14May 13, 19982011, 1,000,000 (A) (1) 77,028,457 shares of Class A Preferred Company Common Stock were issued and outstanding (which number includes 78,419 Shares scheduled to vest after the Agreement Date (such shares, the “Company Restricted Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement, ”)) and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has (2) no Shares or shares of Class A Preferred Stock or Class B Preferred Stock were held by the Company in its treasury, (B) 2,662,048 Shares were reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved and available for issuance pursuant to the Company's 1986 Stock Option ’s 2007 Omnibus Equity Compensation Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, 31,054 Shares were reserved and Shares having a maximum aggregate offering price of $2,400,000 reserved available for issuance pursuant to the Company's Directors' Deferred Fee ’s Employee Stock Purchase Plan (such plan, collectively with such 1986 Stock Option Planthe “ESPP”; the foregoing plans, Incentive Stock Plan and Nonqualified Stock Option Plan for Directorscollectively, the "“Company Stock Plans"”), 700,000 (C) 10,114,152 Shares ----------- were subject to issuance upon exercise outstanding options to acquire Shares from the Company (such options, the “Company Stock Options”), (D) no shares of Company Preferred Stock were issued or outstanding or held by the Company in its treasury, and (E) the Company had outstanding warrants (the "“Company Warrants"”) issued under -------- to purchase 1,100,000 (all of which are exercisable) Shares at an exercise price of $3.41 per share, which were granted pursuant to the Company’s Senior Secured Note and Warrant Purchase Agreement, dated May as of July 30, 19952007 (“Note and Warrant Purchase Agreement”), by and among the Company, WMX the Purchasers (as defined therein) and Rust International LB I Group Inc., 1,000,000 as Collateral Agent. Prior to the Agreement Date, the warrant certificate for the Company Warrants was amended to provide for the treatment of the Company Warrants provided in Section 3.04 of this Agreement. (ii) Section 4.01(c)(ii)(A) of the Company Disclosure Schedule sets forth a true and complete list, as of May 13, 2011, of all outstanding Company Stock Options, indicating, with respect to each Company Stock Option then outstanding, (A) the name of each holder of each Company Stock Option, (B) whether such Company Stock Option is an incentive stock option, (C) the number of Shares or other shares subject to issuance upon exercise such Company Stock Option, (D) the country in which the holder of such Company Stock Option resides, if outside of the options set forth in United States, (E) the First relationship of the holder of such Company Stock Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between to the Company including the name of the employer if the holder is an employee and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ the country in which such employer is located, (F) the "WH Options")name of the plan under which such Company Stock Option was granted if it was not granted under the Company’s 2007 Omnibus Equity Compensation Plan, (G) the exercise price, date of grant, vesting schedule and 2,395,834 Shares subject to issuance pursuant to expiration date thereof. Section 4.01(c)(ii)(B) of the Debentures. The Company Disclosure Letter contains Schedule sets forth a correct true and complete list of all outstanding Company Warrants indicating, with respect to each outstanding option Company Warrant, (1) the name of each holder of such Company Warrant, (2) the number of Shares subject to purchase Shares such Company Warrant, (3) the country in which the holder of such Company Warrant resides, if outside of the United States, (4) the relationship of the holder of such Company Warrant to the Company including the name of the employer if the holder is an employee and the country in which such employer is located and (5) the exercise price, date of grant, vesting schedule and expiration date thereof. Section 4.01(c)(ii)(C) of the Company Disclosure Schedule sets forth a true and complete list of all shares of Company Restricted Stock, indicating, with respect to each share of Company Restricted Stock, (1) the name of each holder of each share of Company Restricted Stock, (2) the number of shares of Company Restricted Stock held by each holder, (3) the country in which the holder of such share of Company Restricted Stock resides, if outside of the United States, (4) the relationship of the holder of such share of Company Restricted Stock to the Company including the name of the employer if the holder is an employee and the country in which such employer is located, (5) the name of the plan under which such share of Company Restricted Stock was granted if it was not granted under the Company’s 2007 Omnibus Equity Compensation Plan, and (6) the vesting, forfeiture or repurchase conditions to which such share of Company Restricted Stock is subject. (iii) Except as set forth in Section 4.01(c)(i), at the close of business on May 13, 2011, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Between May 13, 2011 and the Agreement Date, (A) there have been no issuances by the Company of shares of capital stock or other voting securities of the Company, other than issuances of Shares issued in accordance with the terms of the then-outstanding equity awards granted pursuant to the Company Stock Plans and issuances set forth in Section 4.01(c)(iii) of the Company Disclosure Schedule], and (each a "B) there have been no issuances by the Company Option")of options, including warrants, other rights to acquire shares of capital stock of the -------------- holder (each Company or interests representing or convertible into the right to acquire shares of whom is a current or former director, officer or employee capital stock of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each of the . (iv) There are no outstanding options or other rights to purchase shares of capital stock or other securities ownership interests in any Subsidiary of each the Company or restricted stock, restricted stock units, performance awards, or other benefits granted that are payable in capital stock or other ownership interests in any Subsidiary of the Company's , and none of the Company’s Subsidiaries is has any equity incentive plan, employee stock purchase plan, or any similar plan, agreement or arrangement. (v) All outstanding Shares are, and all shares of Company Common Stock which may be issued pursuant to the Company Warrants, or the Company Stock Options will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable andand not subject to preemptive rights. All Company Stock Options were issued pursuant to and in accordance with, except for directors' qualifying sharesthe Company Stock Plans. The Company has not knowingly granted, owned by a direct and there is no and has been no Company policy or indirect wholly owned subsidiary practice to knowingly grant, Company Stock Options prior to, or otherwise knowingly coordinate the grant of Company Stock Options with, the release or other public announcement of material information regarding the Company or any of its Subsidiaries or their financial results or prospects. (vi) There is no Indebtedness of the CompanyCompany convertible into, free and clear or exchangeable for, equity securities of any lien, pledge, security interest, claim or other encumbrancethe Company (“Convertible Company Debt”). Except for any obligations pursuant to this Agreement or as otherwise set forth abovein this Section 4.01(c), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rightsconvertible or exchangeable securities, redemption rightsstock-based performance units, repurchase rightsContracts or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound (A) obligating the Company or any such Subsidiary to issue, agreementsdeliver or sell, arrangements or commitments cause to issue be issued, delivered or sell any sold, additional shares of capital stock or other securities equity interests in, or any security convertible or exchangeable for any capital stock of or other equity interest in, the Company or any Convertible Company Debt, (B) obligating the Company or any such Subsidiary to issue, grant or enter into any such option, warrant, right, security, unit, Contract or undertaking or (C) that give any Person any right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Shares of the capital stock of any Subsidiary of the Company. (vii) There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any securities shares of capital stock or obligations convertible or exchangeable into or exercisable foroptions, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any bonds, 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except acquire shares of capital stock of the Company's Subsidiaries, other than pursuant to the Company Stock Plans. Except for the Tender and Voting Agreements, (i) neither the Company nor any of its Subsidiaries is a party to any voting or other agreement with respect to the voting of any such securities and (ii) to the Knowledge of the Company, as of the date hereof, there are no irrevocable proxies and no voting agreements with respect to any such securities.

Capital Structure. (a) The authorized capital stock of the Company ----------------- consists of 50,000,000 135,000,000 Shares, of which 27,554,547 36,729,865 Shares were outstanding as of the close of business on January 14May 21, 19982007, and 1,000,000 shares of Class A Preferred Stockpreferred stock, par value $10.00 1.00 per shareshare (the “Preferred Stock”), of which no shares were outstanding as of the closing of business on the date hereof. Between May 21, 2007 and the execution of this Agreement, and 1,000,000 shares no Shares have been issued except pursuant to the exercise of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of Company Stock Options in accordance with the date of this Agreementterms thereof. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Other than 5,766,126 Shares (reduced by any Shares issued pursuant to exercise of Company Stock Options in accordance with the terms thereof since May 21, 2007) reserved for issuance under the Company’s ESPP, the Company’s 1998 Long-Term Growth Incentive Plan (the “1998 Plan”), the Company’s 1998 Non-Employee Director Stock Ownership Plan (the “1998-D Plan”) and the Company’s 2001 Stock Option and Incentive Plan (the “2001 Plan”), the Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance. As of May 21, except that2007, as of January 14, 1998, there were 4,950,000 the Company had 5,766,126 Shares reserved for issuance pursuant to under the Company's 1986 Stock Option ESPP, the 1998 Plan, Incentive Stock the 1998-D Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option 2001 Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise . Section 6.1.2 of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter Schedule contains a correct and complete list of each outstanding option options, performance share awards subject to purchase Shares vesting and restricted stock under the Stock Plans (each a "Company Option")Plans, including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries)holder, date of grant, term, number of Shares and, where applicable, exercise price and number vesting schedule, including whether the vesting will be accelerated by the execution of Shares subject theretothis 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 ’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, and owned by the Company or by a direct or indirect wholly wholly-owned subsidiary Subsidiary of the Company, free and clear of any lienLien except, pledgewhere applicable, security interest, claim or other encumbrancefor director qualifying shares as required by applicable law in any foreign jurisdiction. Except as set forth aboveabove and except for the rights (the “Rights”) that have been issued pursuant to the Shareholder Rights Agreement, dated as of March 13, 2007, between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or commitments rights of any kind that obligate the Company 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 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, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for Upon any issuance of any Shares in accordance with the Warrantsterms of the Stock Plans, the WH Options such Shares will be duly authorized, validly issued, fully paid and the Debentures, the nonassessable and free and clear of any Liens. The Company does not have outstanding any 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 matter. ("Voting Debt")b) Section 6.1.2(b) of the Company Disclosure Schedule sets forth (i) each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary and (ii) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person other than securities in a publicly traded company held for investment by the Company or any of its Subsidiaries and consisting of less than 1% of the outstanding capital stock of such company. The Company is ----------- does not own, directly or indirectly, any voting interest in any Person that requires an additional filing by Parent under the beneficial owner of any equity securities, except shares of capital stock HSR Act. (c) Each Company Option (i) was granted in compliance with all applicable Laws and all of the terms and conditions of the Company Stock Plan pursuant to which it was issued, (ii) that is currently outstanding and vested has an exercise price per share of Common Stock equal to or greater than the fair market value of a share of Common Stock on the date of such grant, (iii) that is currently outstanding and vested has a grant date identical to the date on which the Company Board or compensation committee actually awarded such Company Option, and (iv) qualifies for the tax and accounting treatment afforded to such Company Option in the Company's Subsidiaries’s Tax Returns and the Company Reports, respectively; except, in the case of clause (i), (ii) or (iii) above, for any failure to have such terms that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 50,000,000 Common Shares, of which 27,554,547 30,675,300 Common Shares were issued and outstanding and 3,320,037 Common Shares were held by the Company in treasury as of the close of business on January 14July 9, 19981999, and 5,000,000 shares of preferred stock, no par value, of which 1,000,000 shares of Class A have been authorized as Series B Junior Participating Preferred Stock, par value $10.00 per share, none of which no shares were outstanding as of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreementare outstanding. All of the outstanding Common Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares commitments to issue or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuancedeliver Common Shares, except that, as of January 14July 9, 19981999, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants"i) issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 1,408,066 Common Shares subject to issuance upon exercise of outstanding Company Options pursuant to the options set forth Company's Equity Incentive Plan, the 1994 Stock Option Plan For Non-Employee Directors and the 1982 Long-Term Performance Incentive Plan, (ii) 1,546,559 Common Shares reserved for issuance upon exercise of authorized but unissued Company Options and 167,000 shares reserved for issuance as Restricted Stock under the Company Stock Plans, and (iii) 243,157 Common Shares reserved for issuance under the Company's Employee Stock Purchase Plan (the plans in clauses (i) and (iii) are hereinafter collectively referred to as the First Option Agreement and Second Option Agreement"Company Stock Plans"). The Company has no commitments to issue or deliver shares of preferred stock, each dated except that as of March 28the date hereof, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares there were 1,000,000 shares of Series B Junior Participating Preferred Stock subject to issuance pursuant to the Debentures. The Rights Agreement, dated as of September 11, 1996, between the Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under ChaseMellon Shareholder Services, LLC, as Rights Agent (the Stock Plans (each a "Company OptionRights Agreement"), including the -------------- holder (each of whom is a current or former director, officer or employee . Except as set forth in Section 5.1(a) of the Company or its Subsidiaries)Disclosure Letter, date of grant, exercise price and number of Shares subject thereto. Each 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, except for directors' qualifying shares, and owned by the Company or a direct or indirect wholly owned subsidiary Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth aboveabove and in the Stock Option Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue issue, sell, repurchase, redeem or sell otherwise acquire any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for There are no outstanding contractual obligations of the Warrants, Company to vote any shares of the WH Options and the Debentures, the capital stock of any of its Subsidiaries. The Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiariesmatter.

Capital Structure. (a) The authorized capital stock of the Company ----------------- consists of 50,000,000 Shares500,000,000 shares of the Company Common Stock and 750,000 shares of preferred stock, of which 27,554,547 Shares were outstanding as of par value $100.00 per share (the “Company Preferred Stock”, and, together with the Company Common Stock, the “Company Capital Stock”). At the close of business on January 14December 12, 19982012 (the “Measurement Date”), 1,000,000 (a) 26,173,968 shares of Class A Preferred Stock, par value $10.00 per share, of the Company Common Stock (which includes no shares of the 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, (b) 6,164,495 shares of the Company Common Stock were held by the Company in its treasury, (c) no shares of the Company Common Stock were held by any Company Subsidiary, (d) 2,041,713 shares of the Company Common Stock were subject to outstanding Company Stock Options, 522,386.1933 shares of the Company Common Stock were subject to outstanding Company RSUs and Company DSUs, and 2,893,383 additional shares of the Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans, (e) no shares of Company Preferred Stock were issued or outstanding and (f) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except for shares of Company Common Stock issued upon exercise, vesting or settlement of Company Stock-Based Awards set forth above, no additional shares of Company Common Stock have been issued and no additional Company Stock-Based Awards have been granted between the Measurement Date and the date of this Agreement. 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 the Company Common Stock may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, and 1,000,000 there are no options, warrants, rights, convertible or exchangeable securities, commitments, or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Class B Preferred Stockcapital stock or other equity interests in, par value $10.00 per shareor any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of which no any Company Subsidiary or any Voting Company Debt or (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, security, commitment or undertaking. All of the outstanding shares were outstanding of capital stock of the Company have been validly issued and are fully paid and nonassessable. (b) Except as set forth above, as of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), 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, except for directors' qualifying shares, 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 set forth above, there are no preemptive or other outstanding rightsrestricted shares, options, warrants, conversion rightsrestricted share units, stock appreciation rights, redemption performance shares, performance share units, contingent value rights, repurchase rights“phantom” stock or similar securities or rights that are derivative of, agreementsor provide economic benefits based, arrangements directly or commitments to issue indirectly, on the value or sell price of, any shares of capital stock of, or other voting securities of or ownership interests in, the Company or any of its Subsidiaries Company Subsidiary. There are no (i) voting trusts, voting agreements, proxies or any securities other similar agreements or obligations convertible or exchangeable into or exercisable for, or giving any Person a right understandings to subscribe for or acquire, any securities of which the Company or any of its Subsidiaries, and no securities Company Subsidiary is a party or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, by which the Company does not have outstanding or any bonds, debentures, notes or other obligations Company Subsidiary is bound with respect to 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 ("Voting Debt"). The Company is ----------- not the beneficial owner voting of any equity securities, except shares of capital stock of the Company's SubsidiariesCompany or any Company Subsidiary or (ii) contractual obligations or commitments of any character to which the 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 or any Company Subsidiary.

Capital Structure. The As of the date hereof, the authorized capital stock of the Company ----------------- consists of 50,000,000 36,000,000 Company Shares and 150,000 shares of cumulative preferred stock, $50 par value per share (the "Company Preferred A Shares") and 200,000 shares of cumulative preferred stock, of which 27,554,547 Shares were outstanding as of $100 par value per share (the "Company Preferred B Shares"). At the close of business on January 14December 12, 1998, 1,000,000 1997 (i) 13,514,094 Company Shares were issued and outstanding; (ii) 44,399 shares of Class Company Preferred A Preferred Stock, par value $10.00 per share, of which no shares Shares were outstanding as of the date of this Agreement, issued and 1,000,000 outstanding; and (iii) 26,989 shares of Class Company Preferred B Preferred Stock, par value $10.00 per share, of which no shares Shares were outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized issued and are validly issued, fully paid and nonassessableoutstanding. The Company has no Company Shares, Company Preferred A Shares or shares of Class A Company Preferred Stock or Class B Preferred Stock Shares reserved for issuance, except that, as of January 14December 12, 19981997, there were 4,950,000 1,602,752 Company Shares reserved for issuance pursuant to the Company's 1986 Key Employee Stock Option Plan, Incentive Stock Profit Sharing Plan and Nonqualified Stock Option Performance Sharing Plan for Directors, (the "Company Stock Plans") and the Company's Dividend Reinvestment Plan and 13,514,094 Company Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to under the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Shareholder Rights Agreement and Second Option Agreement, each dated as of March 28November 15, 1995, 1989 between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ The First National Bank of Boston as rights agent (the "WH OptionsShareholder Rights Agreement"). In addition, the Company has reacquired and 2,395,834 holds 1,620 Company Shares subject to issuance in treasury for reissuance pursuant to the DebenturesCompany Stock Accumulation Plan for Outside Directors. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each of the All outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is Company are duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrancenot subject to preemptive rights. Except as set forth above, there are no preemptive or other outstanding rights, 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 Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any No bonds, debentures, notes or other obligations indebtedness of the holders of which have Company conferring the right to vote (or convertible into into, or exercisable for exchangeable for, securities having conferring the right to vote) with on any matters on which the stockholders shareholders of the Company on any matter ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiariesmay vote are issued or outstanding.

Capital Structure. (i) The authorized capital stock of the Company ----------------- Apogent consists of 50,000,000 Shares250,000,000 shares of Apogent Common Stock and 20,000,000 shares of preferred stock, of which 27,554,547 Shares were outstanding as of par value $0.01 per share (“Apogent Preferred Stock”). At the close of business on January 14March 12, 19982004, 1,000,000 (A) 88,845,288 shares of Class Apogent Common Stock were issued and outstanding; (B) no shares of Apogent Preferred Stock were issued and outstanding; (C) 9,839,292 shares of Apogent Common Stock were reserved for issuance upon conversion of Apogent’s 2¼% senior Convertible Debt (as defined in Section 8.3(e)) due 2021; (D) 10,426,110 shares of Apogent Common Stock were reserved for issuance upon conversion of Apogent’s floating senior Convertible Debt due 2033; (E) 1,441,194 shares of Apogent Common Stock were reserved for issuance pursuant to the Apogent Purchase Plan, as effective as of January 1, 2002; (F) 14,031,853 shares of Apogent Common Stock were reserved for issuance in respect of outstanding Apogent Options or Apogent Restricted Stock Units and future grants of Apogent Options pursuant to the 1990 Stock Option Plan, as amended, the Amended and Restated 1993 Long-Term Incentive Plan, the 1994 Amended and Restated Outside Directors’ Stock Option Plan, the 1999 Outside Directors’ Stock Option Plan and the 2001 Equity Incentive Plan (such plans, collectively, the “Apogent Stock Plans”), complete and correct copies of which, in each case as amended, have been filed as exhibits to the Apogent SEC Documents prior to the date of this Agreement or delivered to F▇▇▇▇▇; and (G) 2,500,000 shares of Apogent Preferred Stock were designated as Series A Preferred Stock, par value $10.00 0.01 per share, and were reserved for issuance upon the exercise of which no shares were outstanding as of preferred share purchase rights (the date of this “Apogent Rights”) issued pursuant to the Rights Agreement, dated December 11, 2000, between Apogent and 1,000,000 shares Fleet National Bank as rights agent (the “Apogent Rights Agreement”). Each outstanding share of Class B Preferred Stockcapital stock of Apogent is duly authorized, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid paid, nonassessable (subject to Section 180.0622(2)(b) of the WBCL, as judicially interpreted, to the extent applicable) and nonassessable. The Company has no Shares or free of preemptive rights. (ii) As of the close of business on March 12, 2004, 13,006,160 shares of Class A Preferred Apogent Common Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct outstanding Apogent Options and complete list of each outstanding option to purchase Shares Apogent Restricted Stock Units under the Apogent Stock Plans. All shares of Apogent Common Stock subject to issuance under the Apogent Stock Plans (each a "Company Option")and the Apogent Purchase Plan, including upon issuance on the -------------- holder (each of whom is a current or former directorterms and conditions specified in the instruments pursuant to which they are issuable, officer or employee of the Company or its Subsidiaries), 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 will be duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary (subject to Section 180.0622(2)(b) of the CompanyWBCL, as judicially interpreted, to the extent applicable) and free and clear of any lien, pledge, security interest, claim or other encumbrancepreemptive rights. Except as set forth abovein Section 3.1(b)(ii) of the Apogent Disclosure Schedule, there are no preemptive commitments or agreements of any character to which Apogent is a party or otherwise bound obligating Apogent to accelerate the vesting of any Apogent Option as a result of the Merger (whether alone or upon the occurrence of any additional or subsequent events), and there are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Apogent. (iii) No bonds, debentures, notes or other evidences of indebtedness having the right to vote on any matters on which shareholders of Apogent may vote (“Voting Debt”) are issued or outstanding rightsas of the date hereof. (iv) Except as set forth in Section 3.1(b)(iv) of the Apogent Disclosure Schedule, as of March 12, 2004, there are no securities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements or commitments undertakings of any kind to issue which Apogent or sell any of its Subsidiaries is a party or by which any of them is bound obligating Apogent or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt or other voting securities of Apogent or any of its Subsidiaries, or obligating Apogent or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. All outstanding shares of Apogent Common Stock, all outstanding Apogent Options and all outstanding shares of capital stock of each Subsidiary of Apogent have been issued and granted in compliance in all material respects with (A) all applicable securities laws and all other Applicable Laws and (B) all requirements set forth in applicable material Contracts. (v) Since October 1, 2003, and through the date hereof, except as set forth in Section 3.1(b)(v) or Section 3.1(b)(ii) of the Apogent Disclosure Schedule, other than (A) issuances of Apogent Common Stock pursuant to the exercise of Apogent Options granted under Apogent Stock Plans, (B) issuances of Apogent Common Stock pursuant to the Apogent Purchase Plan, (C) repurchases of Apogent Common Stock from employees of Apogent following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (D) issuances of Apogent Common Stock (consisting of newly-issued shares or shares in treasury) as contributions of Apogent Common Stock to defined contribution plans sponsored by Apogent and (E) grants of Apogent Options under Apogent Stock Plans in the ordinary course of business consistent with past practice, there has been no change in (1) the outstanding capital stock of Apogent, (2) the number of Apogent Options outstanding or (3) the number of other options, warrants or other securities rights to purchase Apogent capital stock. (vi) Except as set forth in Section 3.1(b)(ii) or Section 3.1(b)(vi) of the Company Apogent Disclosure Schedule, neither Apogent nor any of its Subsidiaries is a party to any currently effective agreement (A) restricting the purchase or transfer of, (B) relating to the voting of, (C) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (D) requiring registration of or (E) granting any preemptive or antidilutive rights with respect to any capital stock of Apogent or any of its Subsidiaries or any securities of the type referred to in Section 3.1(b)(iv) hereof. (vii) Except as set forth in Section 3.1(b)(vii) of the Apogent Disclosure Schedule, other than its Subsidiaries, as of the date hereof, Apogent does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity except for non-controlling investments made in the ordinary course of business consistent with past practice in entities which are not individually or in the aggregate material to Apogent and its Subsidiaries, taken as a whole. There are no outstanding contractual obligations convertible of Apogent or exchangeable into or exercisable forany of its Subsidiaries to make any loan to, or giving any Person equity or other investment (in the form of a right to subscribe for capital contribution or acquireotherwise) in, any securities Subsidiary of Apogent or any other Person, other than guarantees by Apogent of any indebtedness or other obligations of any wholly-owned Subsidiary of Apogent and other than loans made in the Company ordinary course consistent with past practice to employees of Apogent and its Subsidiaries. (viii) Neither Apogent nor any of its Subsidiaries owns any shares of capital stock of F▇▇▇▇▇ or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company ----------------- consists of 50,000,000 Shares240,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, of which 27,554,547 Shares were outstanding as of $0.01 par value per share (the “Company Preferred Stock”). At the close of business on January 14September 6, 19982012, 1,000,000 (i) 158,478,679 shares of Class A Preferred StockCompany Common Stock were issued and outstanding, par value $10.00 per share, of which (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) 97,951 shares of Company Common Stock were reserved for issuance pursuant to the terms of outstanding awards granted pursuant to the Company Stock Plans, and (iv) 27,000 shares of Company Common Stock were available for grant under the Company Stock 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 (x) for each Company Option outstanding as of the date of this Agreement (A) the name of the Company Option holder, (B) the number of shares of Company Common Stock issuable upon the exercise of such Company Option, (C) the exercise price of such Company Option, (D) the date of grant of such Company Option, and (E) to the extent unvested, the remaining vesting schedule for such Company Option; and (y) for each holder of LTIP Units outstanding as of the date of this Agreement, (A) the name of the holder of the LTIP Unit award, (B) the number of outstanding LTIP Units, and 1,000,000 shares (C) the date of Class B Preferred Stockgrant of such LTIP Unit. Section 4.3(a) of the Company Disclosure Letter, par value $10.00 per sharetogether with that certain letter agreement between the Company and Parent dated August 29, 2012, which the Company has delivered to Parent on a confidential basis, set forth for each holder of which no shares were Company Restricted Stock outstanding as of the date of this AgreementAgreement (A) the name with respect to the holder of Company Restricted Stock, (B) the number of shares of outstanding Company Restricted Stock, (C) the date of grant of such Company Restricted Stock, and (D) the vesting schedule for such Company Restricted Stock. All 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 or units in the Operating Partnership granted under the Company Benefit Plans or otherwise other than the Company Options, Company Restricted Stock, OP Units and LTIP Units disclosed on Section 4.3(a) of the outstanding Shares have been Company Disclosure Letter. Each grant of a Company Option was duly authorized and are validly issuedno later than the date on which the grant of such Company Option was by its terms to be effective by all necessary corporate action, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except thatincluding, as of January 14applicable, 1998, there were 4,950,000 Shares reserved for issuance pursuant to approval by the Company's 1986 ’s board of directors (the “Company Board”), or a committee thereof, and any required stockholder approval by the necessary number of votes or written consents, and each Company Option, Company Restricted Stock Option Plan, Incentive and LTIP Unit grant was made in accordance in all material respects with the terms of the applicable Company Stock Plan and Nonqualified applicable Law. The per share exercise price of each Company Option was not less than the fair market value of a share of Company Common Stock Option Plan for Directorson the applicable grant date. Immediately prior to the Closing, 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, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant with respect to Company Restricted Stock an updated confidential letter agreement containing the same terms as the confidential letter agreement, dated August 29, 2012 (provided that Parent acknowledges and agrees to the Company's Directors' Deferred Fee Plan (terms of such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"confidential letter agreement), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a that is correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee as of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each Closing Date. (b) All of the outstanding shares of capital stock or other securities of each of the Company's Company Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable 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 or exchange rights are duly authorized and, except for directors' qualifying sharesupon issuance will be validly issued, owned by a direct or indirect wholly owned subsidiary fully paid and nonassessable. Except as set forth in Section 4.1(c) of the CompanyCompany Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Company Subsidiaries, free and clear of any lien, pledge, security interest, claim all encumbrances other than statutory or other encumbrance. Except as set forth aboveliens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no preemptive or other outstanding rights, existing options, warrants, conversion rightscalls, stock appreciation rightssubscriptions, redemption rights, repurchase rightsconvertible securities or other securities, agreements, arrangements commitments or commitments obligations of any character relating to the outstanding capital stock or other 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 Disclosure Letter, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound, obligating the Company or any Company Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Company Common Stock, shares of Company Preferred Stock or other 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 security of the Company or any of the Company Subsidiaries or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 4.3(c) of the Company Disclosure Letter, as of the date of this Agreement, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock, shares of Company Preferred Stock or other equity securities of the Company or any Company Subsidiary (other than in satisfaction of its Subsidiaries withholding Tax obligations pursuant to certain awards outstanding under the Company Stock Plans in the event the grantees fail to satisfy withholding Tax obligations). Neither the Company nor any Company Subsidiary is a party to or bound by any securities agreements or obligations convertible or exchangeable into or exercisable for, or giving understandings concerning the voting (including voting trusts and proxies) of any Person a right to subscribe for or acquire, any securities capital stock of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any bonds, debentures, notes Subsidiaries. (d) All dividends or other obligations distributions on the holders shares of Company Common Stock and Company Preferred Stock and any material dividends or other distributions on any securities of any Company Subsidiary which have been authorized or declared prior to the right date hereof have been paid in full (except to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter ("Voting Debt"extent such dividends have been publicly announced and are not yet due and payable). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company ----------------- consists of 50,000,000 800,000,000 Common Shares, of which 27,554,547 499,115,156 Common Shares (including shares of restricted stock issued pursuant to Company Stock Plans) were issued and outstanding (excluding treasury shares) as of the close of business on January 14April 30, 19982001, 1,000,000 and 60,000,000 shares of Class A Preferred Stockpreferred stock, par value $10.00 1.50 per share, of which no shares were are issued or outstanding as of the date of this Agreement, and 1,000,000 shares of Class B hereof (the "Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this AgreementShares"). All of the issued and outstanding Common Shares have been duly authorized and are validly issued, fully paid and nonassessable. The As of the Effective Time, there will be no Preferred Shares outstanding. As of April 30, 2001, 39,481,830 Common Shares were held in treasury by the Company (including 1,399,228 Common Shares held by the Company's Subsidiary American General Life Insurance Company). As of the date hereof, the Company has no commitments (including contingent or conditional commitments) to issue or deliver Common Shares or shares Preferred Shares except as described in the last sentence of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, this Section 5.2(b)(i) and except that, as of January 14April 30, 19982001, there were 4,950,000 outstanding options to purchase 34,308,420 Common Shares granted pursuant to the Company Stock Plans to such Persons, with such exercise prices as are set forth in a schedule previously provided to Parent and outstanding Performance Based Restricted Stock Awards containing Performance Awards with respect to 679,000 Common Shares and outstanding restricted share units with respect to 774,781 Common Shares granted pursuant to Company Stock Plans, and approximately 42,611,754 Common Shares were reserved for issuance pursuant to the Company's 1986 Company Stock Option PlanPlans (including pursuant to such outstanding options and other equity-based awards), Incentive Stock Plan and Nonqualified Stock Option Plan for Directorsbut the Company is not, and as of the date hereof, obligated to issue such Common Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options except as set forth in this Section 5.2(b)(i) or the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee corresponding section of the Company or its Subsidiaries)Disclosure Letter. In addition, date of grant, exercise price and number of Shares subject thereto. Each as more fully described in Section 5.2(b) of the Company Disclosure Letter, as of April 30, 2001, there were an estimated 1,042,043 phantom shares (adjusted for the March 1, 2001 stock split) under Company deferred compensation plans which, if all such shares vested, would be payable in Common Shares at the applicable distribution dates. (ii) Except as set forth above or in Section 5.2(b) of the Company Disclosure Letter, and for changes since March 31, 2001 resulting from the exercise of stock options outstanding on such date, as of the date hereof (i) there are no shares of capital stock or other voting securities of each the Company authorized, reserved, issued or outstanding, (ii) neither the Company nor any of the Company's its Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of the Company, free and clear of party to any lien, pledge, security interest, claim or other encumbrance. Except as set forth above, there are no agreement creating preemptive or other outstanding rights, subscriptions, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, convertible securities or other agreements, arrangements or commitments to issue of any character relating to, or sell any shares the value of which is determined by reference to, the issued or unissued share capital stock or other securities ownership interest of the Company or any of its Scheduled Subsidiaries, and (iii) neither the Company nor any of its Subsidiaries or is party to any agreement creating any other 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 Scheduled Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, Neither the Company does not have nor any of its Subsidiaries has outstanding any 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 or any such Subsidiary on any matter ("Company Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiaries.

Capital Structure. The As of the date of this Agreement, the authorized capital stock of the Company ----------------- consists solely of 50,000,000 Shares, of which 27,554,547 Shares were outstanding as of the close of business on January 14, 1998, 1,000,000 (A) 400,000,000 shares of Class A Preferred Common Stock, (B) 10,000,000 shares of series common stock, par value $10.00 0.01 per shareshare (the "Series Common Stock"), of which no shares were outstanding, and (C) 10,000,000 shares of preferred stock, par value $0.01 per share ("Preferred Stock"), of which no shares were outstanding but of which 400,000 shares have been designated as Series A Junior Participating Preferred Stock and reserved for issuance upon exercise of the Rights distributed to the holders of Common Stock pursuant to the Rights Agreement. At the close of business on June 30, 1999, 57,577,469 shares of Common Stock were outstanding, and no shares of capital stock of the Company were held in the treasury of the Company. There were outstanding as of June 30, 1999 no options, warrants or other rights to acquire capital stock from the date of this AgreementCompany other than (w) the Rights, and 1,000,000 (x) options representing in the aggregate the right to purchase up to 12,713,797 shares of Class B Preferred StockCommon Stock (collectively, par value $10.00 per sharethe "Company Stock Options") under the 1996 ▇▇▇▇▇▇▇ Media Research, Inc. Key Employees' Stock Incentive Plan (the "Key Employees' Stock Incentive Plan"), the 1996 ▇▇▇▇▇▇▇ Media Research, Inc. Replacement Plan for Certain Employees Holding The Dun & Bradstreet Corporation Equity Based Awards (the "Replacement Plan") and the 1996 ▇▇▇▇▇▇▇ Media Research, Inc. Non-Employee Directors' Stock Incentive Plan (the "Directors' Plan") (collectively, the "Company Stock Option Plans"), (y) stock units representing in the aggregate the right to receive no more than 10,000 shares of which Common Stock under the 1996 ▇▇▇▇▇▇▇ Media Research, Inc. Non-Employee Directors' Deferred Compensation Plan (the "Directors' Deferred Compensation Plan") and (z) rights to purchase shares of Common Stock under the 1997 ▇▇▇▇▇▇▇ Media Research, Inc. Employee Stock Purchase Plan (the "Employee Stock Purchase Plan"). Other than (i) the shares of Common Stock (including restricted stock), Rights, options, stock units and other rights described above, (ii) options, stock units or other rights to acquire no more than 50,000 shares were of Common Stock (and accompanying Rights) in the aggregate pursuant to the Company Stock Option Plans, the Directors' Deferred Compensation Plan and the Employee Stock Purchase Plan and (iii) shares of Common Stock (and associated Rights) issued since June 30, 1999 upon the exercise of the options referred to in clauses (i) or (ii), no shares, options or warrants or other rights to acquire capital stock from the Company remain outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), 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 Company and its Subsidiaries is are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive or similar rights, and, except for directors' qualifying sharesin the case of the Subsidiaries, are owned by a direct the Company, by one or indirect wholly owned subsidiary more Subsidiaries of the CompanyCompany or by the Company and one or more such Subsidiaries (except as disclosed in Section 4.1(a)), free and clear of any lienall pledges, pledgeclaims, liens, charges, mortgages, conditional sale or title retention agreements, hypothecations, collateral assignments, security interestinterests, claim easements and other encumbrances of any kind or other encumbrancenature whatsoever (collectively, "Liens"), except for Liens under (A) the Three-Year Credit Agreement, dated as of June 15, 1998, among the Company, The Chase Manhattan Bank and the lenders named therein and (B) the Amended and Restated 200-Day Credit Agreement, dated as of June 14, 1999, among the Company, The Chase Manhattan Bank and the lenders named therein (the "Credit Agreements") and except for Liens under the partnership agreement relating to NMR Licensing Associates, L.P., dated as of July 7, 1999 (the "Licensing Partnership Agreement"). Except as set forth described above, there are no neither the Company nor any Subsidiary of the Company has or is subject to or bound by or, at or after the Effective Time will have or be subject to or bound by, any outstanding option, warrant, call, subscription or other right (including any preemptive or other outstanding rightssimilar right), optionsagreement or commitment which (i) obligates the Company or any Subsidiary of the Company to issue, warrantssell or transfer, conversion rightsor repurchase, redeem or otherwise acquire, any shares of the capital stock appreciation rightsof the Company or any Subsidiary of the Company, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell (ii) restricts the transfer of any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized(iii) relates to the holding, issued voting or outstanding. Except for disposition of any shares of capital stock of the WarrantsCompany or any of its Subsidiaries except, in the WH Options case of clause (ii) or (iii), as provided in the Credit Agreements and the Debentures, the Company does not have outstanding any Licensing Partnership Agreement. No bonds, debentures, notes or other obligations indebtedness of the holders Company or any Subsidiary of which have the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with on any matters on which the stockholders of the Company on or any matter ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock Subsidiary of the Company may vote are issued or outstanding. Section 4.1(d) of the Disclosure Letter accurately sets forth information as of July 31, 1999 regarding the exercise price, date of grant and number of granted Stock Options for each holder of Stock Options pursuant to any stock option plan. Except as described above, there are no other stock appreciation, phantom stock or other equity-based awards outstanding under any employee incentive or benefit plan or program or arrangement or non-employee director plan maintained by the Company's Subsidiaries.

Capital Structure. The (a) As of the date hereof, the authorized capital stock of the Company ----------------- consists of 50,000,000 Shares90,100,000 shares of capital stock of which 90,000,000 are shares of Company Common Stock, and 100,000 are shares of preferred stock, par value $1 per share, of which 27,554,547 Shares were outstanding as of the Company ("Company Preferred Stock"). At the close of business on January 14March 15, 19982001, 1,000,000 (i) 50,413,400 shares of Class A Preferred StockCompany Common Stock (including associated Rights) were issued and outstanding, par value $10.00 per share, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, (ii) 1,092 shares of Company Common Stock were held in the treasury or by Subsidiaries of the Company; (iii) 8,013,681 shares of Company Common Stock were reserved for issuance pursuant to options to purchase shares of Company Common Stock ("Company Stock Options") issued and outstanding pursuant to (A) the Company's Stock Option Plan, (B) the Company's Outside Director Stock Option Plan and (C) the Bozell, Jacobs, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc. Stock Option Plan (collectively, the "Company Stock Option Plans") (with a weighted average exercise price between $28 and $29); (iv) an additional 868,912 shares of Company Common Stock were authorized (excluding shares subject to stockholder approval) for awards, but not yet issued; and (v) no shares of Company Preferred Stock were issued or outstanding. Set forth in Section 3.2 of the letter dated the date hereof and delivered on the date hereof by the Company to Parent, which letter relates to this Agreement and is designated the Company Letter (the "Company Letter"), is a list of each benefit plan of the Company or its Subsidiaries under which any securities of the Company are issuable or reserved for issuance. All the outstanding as shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. As of the date of this Agreement, and 1,000,000 except for shares reserved or issuable in connection with the Rights Agreement, except as set forth above, except for the issuance of shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of Company Common Stock upon the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX Company Stock Options and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options except as set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee Section 3.2 of the Company or its Subsidiaries)Letter, date of grant, exercise price and number of Shares subject thereto. Each of the outstanding no shares of capital stock or other voting securities of each the Company were issued, reserved for issuance or outstanding. As of the Company's date hereof, except (i) as set forth above, (ii) for options, warrants, calls, rights, puts and agreements that relate to securities of Subsidiaries other than Significant Subsidiaries with exercise or purchase prices that, in the aggregate, do not exceed $25 million and that are not referenced in Section 3.2 of the Company Letter and (iii) as set forth in Section 3.2 of the Company Letter, there are no options, warrants, calls, rights, puts or 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, sell or redeem, or cause to be issued, delivered, sold or redeemed, any additional shares of capital stock (or other voting securities or equity equivalents) or convertible or exchangeable securities 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 agreement. True, complete and correct copies of the Company Charter and Company Bylaws have been delivered to Parent. (b) Each outstanding share of capital stock (or other voting security or equity equivalent) of each Significant Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable andnonassessable, except for directors' qualifying shares, and each such share (or other voting security or equity equivalent) is owned by a direct the Company or indirect wholly owned subsidiary another Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim all Liens other than such Liens which (individually or other encumbrancein the aggregate) are not material. Except as set forth above, there are no preemptive or other outstanding rights, 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 Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the The Company does not have any outstanding any 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 matter. Section 3.2(b) of the Company Letter contains a true, accurate and correct statement in all material respects of Exhibit 21 if it were dated as of March 15, 2001. ("Voting Debt"). c) The Company and its Subsidiaries have no mandatory obligations, contingent or otherwise, to provide financing to or make any investment in (in the form of a mandatory loan, capital contribution or similar payment) any person or entity (other than wholly-owned subsidiaries) except (i) in the case of such persons and entities other than Modem Media, Inc. for obligations (A) involving no more than $15 million in the aggregate or (B) as disclosed in the Company SEC Documents (as hereinafter defined) or in Section 3.2(c) of the Company Letter and (ii) in the case of Modem Media, Inc., the guarantees referenced in Section 3.2(d) of the Company Letter. (d) Section 3.2(d) of the Company Letter discloses all the agreements that the Company has with Modem Media, Inc. and all guarantees, indemnities and other forms of credit support that the Company and its Subsidiaries have undertaken in respect of liabilities and obligations incurred by Modem Media, Inc. (e) Except as set forth in Section 3.2(e) of the Company Letter, neither the Company nor any of its Subsidiaries is ----------- not a party to any agreement with Modem Media, Inc. that restricts the beneficial owner acquisition or disposition of any equity securities, except shares of capital stock of the Company's SubsidiariesModem Media, Inc. other than agreements with regard to restrictions relating to compliance with applicable securities laws.

Capital Structure. (i) The authorized capital stock of the Company ----------------- consists of 50,000,000 Shares, of which 27,554,547 Shares were outstanding as of the close of business on January 14, 1998, 1,000,000 100,000,000 shares of Class A Preferred StockCompany Common Stock and 2,000,000 shares of preferred stock, par value $10.00 0.001 per shareshare (“Company Preferred Stock”). Of the 2,000,000 shares of Company Preferred Stock that are authorized for issuance, 200,000 shares have been designated as Series A Preferred Stock and have been reserved for issuance under the Company’s Amended and Restated Rights Agreement, dated as of which August 28, 2002, between the Company and Continental Stock Transfer & Trust Company (the “Rights Agreement”). As of the date hereof, (A) 21,256,015 shares of Company Common Stock are issued and outstanding, (B) no shares were of Company Common Stock are issued and held by the Company in its treasury and (C) no shares of Company Preferred Stock are issued and outstanding, or issued and held by the Company in its treasury. The Company has delivered to Parent a true, complete and correct schedule setting forth the number of shares of Company Common Stock held by each registered holder thereof as of June 18, 2003, and since such date the Company has not issued any securities (including derivative securities) except for any shares of Company Common Stock issued upon exercise of Options under the 1997 Stock Plan and 2001 Stock Plan, Warrants or purchase rights under the ESPP, in each case, outstanding as prior to such date. (ii) As of the date of this AgreementAgreement and regarding options, stock appreciation rights or any other awards which grant a right to purchase shares of Company Common Stock (“Options”): (A) The Company has reserved 2,055,360 shares of Common Stock for issuance to employees, consultants and directors pursuant to the Company’s 1995 Stock Option Plan (the “1995 Stock Plan”), of which 1,388,667 shares have been issued pursuant to option exercises. In December 1997, the Company adopted the 1997 Stock Plan (as defined below) and terminated the 1995 Stock Plan. Following such termination, no additional options were granted under the 1995 Stock Plan, and 1,000,000 all outstanding, unexercised options remained outstanding pursuant to the terms thereof, and if cancelled, the shares subject to such options became available for grant pursuant to the 1997 Stock Plan. As of July 9, 2003, 21,750 shares are subject to outstanding, unexercised options under the 1995 Stock Plan. (B) the Company has reserved 10,744,750 shares of Class B Preferred StockCommon Stock for issuance to employees, par value $10.00 consultants and directors pursuant to the Company’s 1997 Stock Option Plan (the “1997 Stock Plan”), of which (i) 1,802,084 shares have been issued pursuant to option exercises, of which 103,947 shares have been repurchased by the Company, (ii) 6,639,889 shares are subject to outstanding, unexercised options, and (iii) 2,406,724 shares are available for issuance thereunder; (C) the Company has reserved 900,000 shares of Common Stock for issuance to employees and consultants who are not officers and directors of the Company pursuant to the Company’s 2001 Nonstatutory Stock Option Plan (the “2001 Stock Plan”), of which 3,124 shares have been issued pursuant to option exercises, 763,895 shares are subject to outstanding, unexercised options, and 132,981 shares are available for issuance thereunder; and (D) the Company has reserved 2,300,000 shares of Company Common Stock for issuance to employees under the Company’s 2000 Employee Stock Purchase Plan (the “ESPP” and, collectively with the 1997 Stock Plan and the 2001 Stock Plan, the “Stock Plans”, and each, a “Stock Plan”), of which 557,820 shares have been issued pursuant to the exercise of purchase rights and 1,742,180 shares are available for issuance thereunder. The current “Offering Period” (as defined in the ESPP) commenced under the ESPP on May 1, 2003 and will end on the day immediately prior to the Effective Time, and except for the purchase rights granted on such commencement date to participants in the current Offering Period, there are no other purchase rights or options outstanding under the ESPP. A maximum of 287,500 shares of Company Common Stock may be purchased under the current Offering Period under the ESPP on the final purchase date thereunder which is to occur on the day immediately prior to the Effective Time. (E) Section 3.1(c)(ii)(E) of the Disclosure Schedule lists, with respect to each Option then outstanding, the holder of the Option and the relationship of the holder to the Company (whether director, employee, officer or independent consultant), the number of shares of Company Common Stock subject to such Option, the status of such Option under Code Section 422, and the exercise price per share, date of grant, exercise or vesting schedule and expiration date thereof, including the extent to which no shares were outstanding any vesting had occurred as of the date of this Agreement. All On the Closing Date, the Company shall deliver to Parent an updated list of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessablesuch information current as of such date. The Company has delivered or Made Available to Parent true, complete and correct copies of all Stock Plans and the forms of all agreements and instruments relating to or issued thereunder and such agreements and instruments have not been amended, modified or supplemented and there are no Shares agreements to amend, modify or supplement such agreements or instruments in any case from the form provided to Parent. No consent of the holders of the Options (or participants in the ESPP), stockholders or otherwise is required in connection with the actions contemplated by Section 4.3 or Section 5.8. (iii) All outstanding shares of Class A Preferred Stock or Class B Preferred the Company’s capital stock are, and all shares of Company Common Stock reserved for issuanceissuance as specified above shall be, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for upon issuance on the terms and conditions specified in the instruments pursuant to the Company's 1986 Stock Option Planwhich they are issuable, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), 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 andand not subject to or issued in violation of any purchase option, except for call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of the DGCL, the Company’s Certificate of Incorporation, By-laws or any Contract to which the Company is a party or otherwise bound. None of the outstanding shares of the Company’s capital stock has been issued in violation of any federal or state securities laws. All of the outstanding shares of capital stock of each of the Company’s Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares (other than directors' ’ qualifying shares, shares in the case of foreign Subsidiaries) are owned by the Company or a direct Subsidiary of the Company free and clear of all Liens. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of the Company or indirect wholly owned subsidiary any of its Subsidiaries. (iv) The Company Common Stock and the Preferred Stock Purchase Rights under the Rights Agreement constitute the only classes of securities of the Company or its Subsidiaries registered or required to be registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (v) Except as set forth in Section 3.1(c)(v) of the Disclosure Schedule, there are no agreements to which the Company is a party or by which it is bound with respect to the voting (including voting trusts or proxies), registration under the Securities Act, or sale or transfer (including agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company or its Subsidiaries. To the Knowledge of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth aboveexcept for the Voting Agreements, there are no preemptive agreements among other parties, to which the Company is not a party and by which it is not bound, with respect to the voting (including voting trusts or other outstanding proxies) or sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company or its Subsidiaries. (vi) Except as described in this Section 3.1(c), options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of no capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations security convertible or exchangeable into or exercisable forfor such capital stock, is issued, reserved for issuance or outstanding as of the date of this Agreement. Except as described in this Section 3.1(c), there are no options, preemptive rights, warrants, calls, rights, commitments or agreements of any kind to which the Company or any of its Subsidiaries is a party, or giving by which the Company or any Person a right of its Subsidiaries is bound, obligating the Company or any of it Subsidiaries to subscribe issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or accelerate the vesting of otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. Except for the Company’s repurchase rights with respect to unvested shares issued under the Stock Plans, there are no rights or acquireobligations, any securities contingent or otherwise (including without limitation rights of first refusal in favor of the Company), of the Company or any of its Subsidiaries, and no securities to repurchase, redeem or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding otherwise acquire any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Company or any of its Subsidiaries or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other Person. There are no registration rights or other agreements or understandings to which the Company or any of its Subsidiaries is a party or by which it or they are bound with respect to any capital stock of the Company or any of its Subsidiaries. (vii) The Board of Directors of the Company has taken all action necessary in order to render the Rights Agreement and the Rights (as such term is defined in the Rights Agreement) inapplicable to the Merger and the other transactions contemplated by this Agreement with the effect that (A) no “Distribution Date” (as such term is defined in the Rights Agreement) has occurred or will occur as a result of the approval, execution or delivery of this Agreement or the consummation of the Merger and the other transactions contemplated hereby, (B) neither Parent nor Merger Sub has become or will be an “Acquiring Person” (as such term is defined in the Rights Agreement) solely as a result of entering into, performing the terms of or consummating the transactions contemplated by this Agreement or the Voting Agreements and (C) the Rights Agreement will otherwise be inapplicable to Parent and Merger Sub while this Agreement is in effect with respect to performing the terms of or consummating the transactions contemplated by this Agreement or the Voting Agreements.

Capital Structure. (a) The authorized capital stock of the Company ----------------- consists of 50,000,000 (A) 150,000,000 Shares, of which 27,554,547 48,890,405 Shares were outstanding as of the close of business on January 14July 26, 1998, 1,000,000 2013; and (B) 10,000,000 shares of Class A Preferred Stockpreferred stock, par value $10.00 0.001 per share, of which no shares none were outstanding as of the date close of this Agreementbusiness on July 26, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement2013. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The As of the close of business on July 29, 2013, other than 10,445,945 Shares reserved or available for issuance under the Company’s 1998 Stock Plan, 2006 Equity Incentive Plan, 2012 Equity Incentive Plan and ESPP (collectively, the “Stock Plans”), and subject to the transactions contemplated by Section 7.13, the Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise . Section 5.2(a) of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each options, restricted stock units and all other Company Awards outstanding option to purchase Shares under the Stock Plans (each a "Company Option")as of July 29, 2013, including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries)holder, date of grant, exercise price and governing Stock Plan, term, number of Shares subject theretoand, where applicable, exercise price. Each of the outstanding shares of capital stock or other securities of each of the Company's ’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of the Company, and free and clear of any lien, charge, pledge, security interest, claim or other encumbranceencumbrance (each, a “Lien”). Except as set forth aboveabove and for any awards under the Stock Plans after the date of this Agreement, except for the rights (the “Rights”) issued pursuant to the Rights Agreement, dated as of February 26, 2013, between the Company and American Stock Transfer & Trust Company, LLC (the “Rights Agreement”), and except for preferred stock issued pursuant to this Agreement there are are, and as of the Closing Date there will be, no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or commitments rights of any kind that obligate the Company or any of its Subsidiaries to issue issue, grant, sell, redeem or sell repurchase any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations of the Company or any of its Subsidiaries 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 SubsidiariesCompany, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. Except for the Warrants, the WH Options and the Debenturespreferred stock issued pursuant to this Agreement, the Company does not have outstanding any 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 Shares on any matter. (b) Section 5.2(b) of the Company on Disclosure Letter sets forth (x) each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, as well as the ownership interest of any matter other Person or Persons in each such Subsidiary and ("Voting Debt")y) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person other than securities in a publicly traded company held for investment by the Company or any of its Subsidiaries and consisting of less than 1% of the outstanding capital stock of such company. The Company is ----------- does not own, directly or indirectly, any voting interest in any Person that requires an additional filing by Parent under the beneficial owner ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of any equity securities1976, except shares of capital stock of as amended (the Company's Subsidiaries“HSR Act”).

Capital Structure. The (i) As of April 30, 1998, the authorized capital stock of the Company ----------------- consists Purchaser consisted of 50,000,000 (a) an unlimited number of Purchaser Shares, of which 27,554,547 Shares 346,301,125 shares were outstanding as and (b) an unlimited number of the close of business on January 14first preferred shares and second preferred shares, 1998, 1,000,000 shares of Class A Preferred Stock, each without nominal or par value $10.00 per sharevalue, of which no shares were outstanding as of outstanding. Since April 30, 1998 to the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement. All of the outstanding Shares there have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares issuances of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each of the outstanding shares of capital stock of Purchaser or any other securities of each Purchaser, except for the issuance of Purchaser Shares in an amount not exceeding 1,000,000 Purchaser Shares in connection with the Company's Subsidiaries is exercise of options and the conversion of Liquid Yield Option Notes issued by a Subsidiary of Purchaser ("LYON▇"). All outstanding Purchaser Shares are duly authorized, validly issued, fully paid and nonassessable andnonassessable, except for directors' qualifying sharesand no class of capital stock of Purchaser is entitled to preemptive rights, owned other than as provided by a direct or indirect wholly owned subsidiary Law. There were outstanding as of the CompanyApril 30, free and clear of any lien1998 no options, pledge, security interest, claim warrants or other encumbrance. Except as set forth above, 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 capital stock from Purchaser, other than (a) options representing in the aggregate the right to purchase 38,578,917 Purchaser Shares and (b) LYON▇, ▇▇ich were convertible into an aggregate of 313,961 Purchaser Shares. Other than options or warrants or other rights to acquire no more than 50,000 Purchaser Shares in the aggregate, since April 30, 1998 to the date of this Agreement, no options or warrants or other rights to acquire capital stock from Purchaser have been issued or granted and no agreements or commitments have been entered into by Purchaser to issue or sell any capital stock of Purchaser. (ii) All issued and outstanding shares of capital stock or stock, partnership interests, membership interests, joint venture interests and other securities equity interests of the Company or any each of its Purchaser's material Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forare duly authorized, or giving any Person a right to subscribe for or acquirevalidly issued, any securities of the Company or any of its Subsidiariesfully paid and nonassessable, and no securities all such shares are owned by Purchaser or obligations evidencing such rights are authorizedanother Subsidiary of Purchaser free and clear of all Encumbrances, issued in each case other than as provided 40 33 by Law or outstanding. Except for the Warrants, terms of any applicable partnership or similar agreement as in effect on the WH Options and the Debentures, the Company does not have outstanding any date hereof. (iii) No bonds, debentures, notes or other obligations the holders indebtedness of which have Purchaser having the right to vote on any matters on which shareholders may vote are issued or outstanding. (iv) Except as otherwise set forth in this Section 3.3(e) or convertible as permitted by this Agreement, and other than, in the case of Purchaser's non-material Subsidiaries, pursuant to the terms of any partnership or similar agreement in effect on the date hereof, and other than as provided by Law, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Purchaser or any of its Subsidiaries is a party or by which any of them is bound obligating Purchaser or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any shares or other voting securities of Purchaser or any of its Subsidiaries or obligating Purchaser or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or exercisable for securities having the undertaking. There are no commitments, agreements, arrangements or undertakings of any kind relating to Purchaser's right to vote) with vote or dispose of shares or other voting securities of Purchaser or its Subsidiaries, other than, in the stockholders case of its Subsidiaries, pursuant to the terms of the Company articles of organization, by-laws or other organizational document of such entity (including such entity's partnership agreement, if such entity is a partnership) in effect on the date hereof, and other than as provided by Law. Except as permitted by this Agreement, there are no outstanding obligations of Purchaser or any matter of its Subsidiaries to repurchase, redeem or otherwise acquire any shares or other equity interests of Purchaser or any of its Subsidiaries, other than, in the case of non-material Subsidiaries, pursuant to the terms of its articles of organization, by-laws or other organizational document of such entity ("Voting Debt"). The Company including such entity's partnership agreement if such entity is ----------- not a partnership) in effect on the beneficial owner of any equity securitiesdate hereof, except shares of capital stock of the Company's Subsidiariesand other than as provided by Law.

Capital Structure. The authorized capital stock Capital Stock of the Company ----------------- consists of 50,000,000 (i) twenty-five million (25,000,000) Shares, of which 27,554,547 Shares 8,411,766 were outstanding as of the close of business on January 14October 23, 1998, 1,000,000 and (ii) one million (1,000,000) shares of Class A Preferred Stock, par value $10.00 .01 per shareshare (the "Preferred Shares"), none of which no shares were outstanding as of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreementis outstanding. All of the outstanding Shares ---------------- have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Preferred Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants". Schedule 5.1(h) issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter --------------- contains a correct and complete list as of October 23, 1998 of each outstanding purchase right or option to purchase Shares under the Stock Plans (each a "Company Option") to purchase Shares, including -------------- all Company Options issued under the Company's Amended and Restated 1987 Stock Plan, the Company's 1997 Stock Plan, and the Company's Amended and Restated 1995 Director Stock Option Plan, in each case as amended to the date hereof (collectively, the "Stock Option Plans"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries)holder, date of grant, ------------------ exercise price and number of Shares subject thereto. Other than the FD Stock Option Agreement described in Schedule 5.1(h), the Stock Option Plans are the only plans under which any Company Options are outstanding. As of October 23, 1998, other than the 3,055,853 Shares reserved for issuance upon exercise of outstanding Company Options, there are no Shares reserved for issuance or any commitments for the Company to issue Shares. Each of the outstanding shares of capital stock Capital Stock or other securities of each of the Company's Subsidiaries directly or indirectly owned by the Company is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, and owned by the Company or by a direct or indirect wholly owned subsidiary Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim limitation or other encumbrancerestriction (including any restriction on the right to vote or sell the same except as may be provided as a matter of Law). Except as set forth abovefor Company Options, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements agreements or commitments to issue or sell any shares of capital stock Capital Stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquireacquire from the Company, any shares of Capital Stock or other securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the The Company does not have outstanding any 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 ("Voting Debt"). The Company is If Parent takes the actions provided ----------- not for in Section 6.8(c) hereof, after the beneficial owner of Effective Time, the Surviving Corporation will have no obligation to issue, transfer or sell any equity securities, except shares of capital stock Capital Stock or other securities of the Company's SubsidiariesSurviving Corporation pursuant to the Stock Option Plans. The Shares constitute the only class of securities of the Company or any of its Subsidiaries registered or required to be registered under the Exchange Act.

Capital Structure. (i) The authorized capital stock of the Company ----------------- consists of 50,000,000 400,000,000 Shares and 25,000,000 shares of the Company’s preferred stock (“Preferred Shares, of which 27,554,547 Shares were outstanding as ”). As of the close of business on January 14August 13, 19982012, 1,000,000 shares of Class A 72,554,620 Shares and no Preferred Stock, par value $10.00 per share, of which no shares Shares were outstanding as of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreementoutstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Other than 12,520,000 and 1,500,000 Shares reserved for issuance pursuant to under the Company's 1986 ’s Amended and Restated 2008 Equity Incentive Plan and 2008 Non-Employee Directors’ Stock Option Plan, Incentive respectively (together, the “Stock Plan and Nonqualified Stock Option Plan for DirectorsPlans”), and other than 29,864,794 Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to upon the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants", and other than as disclosed in Section 5.1(b)(i) issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option AgreementCompany Disclosure Letter, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (has no additional Shares reserved for issuance. Section 5.1(b)(i) of the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares Company Option and Company Award, regardless of whether granted under the Stock Plans (or otherwise, together with a correct and complete list of each a "Company Option")Warrant, in each case including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries)holder, date of grant, exercise price and term, number of Shares subject theretoShares, and, where applicable, Stock Plan under which it was granted, exercise price, and vesting schedule. Each of the outstanding shares of capital stock or other securities of each of the Company's ’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, and owned by the Company or by a direct or indirect wholly wholly-owned subsidiary Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbranceencumbrance (each, a “Lien”). Except as set forth abovein Section 5.1(b)(i) of the Company Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or commitments rights of any kind that obligate the Company 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 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, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for The Company has delivered to Parent a true and complete copy of each Stock Plan and form of agreement evidencing each Company Option and Company Award, and has also delivered any other stock option agreements, restricted stock agreements or other award agreements to the Warrantsextent there are variations from the form of agreements, specifically identifying the WH Options Persons to which such variant forms apply. The Company has delivered to Parent a true and complete copy of each form of Warrant, and has also delivered any other Warrants to the extent there are variations from such forms, specifically identifying the Persons to which such variant forms apply. Unless the Specified Warrants (as defined in Section 6.5(f)(ii)) are amended by the Company and the Debenturesholders thereof as contemplated by Section 6.5(f)(ii), each such Specified Warrant shall terminate in accordance with its terms at the Effective Time, and neither Parent nor Merger Sub shall have any obligations with respect thereto or to the holders thereof pursuant to Section 4.3(c) or otherwise. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. Other than the outstanding Warrants that are exercisable for 29,864,794 Shares in the aggregate whereby, for purposes of clarity, holders must exercise the Warrants in order to obtain voting rights, the Company does not have outstanding any 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 matter. ("Voting Debt"). The ii) Section 5.1(b)(ii) of the Company is ----------- not Disclosure Letter sets forth (x) each of the beneficial owner Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, 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 securities, except shares 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 and consisting of less than 1% of the outstanding capital stock of such company. (iii) Except as set forth in Section 5.1(b)(iii) of the Company Disclosure Letter, each Company Option (whether granted under the Stock Plans or otherwise) (A) was granted in compliance with all applicable Laws and if applicable, in compliance with all of the terms and conditions of the Stock Plan pursuant to which it was issued, (B) has an exercise price per Share equal to or greater than the fair market value of a Share at the close of business on the date of such grant, (C) has a grant date identical to the date on which the Company Board or compensation committee thereof actually awarded such Company Option, (D) qualifies for the Tax and accounting treatment afforded to such Company Option in the Company's Subsidiaries’s Tax Returns and the Company Reports, respectively, and (E) does not trigger any liability for the holder thereof under Section 409A of the Code.

Capital Structure. The (i) As of October 31, 2000, the authorized capital stock of the Company ----------------- consists consisted of 50,000,000 Shares, (A) 400,000,000 shares of Company Common Stock of which 27,554,547 Shares 131,303,401 shares were outstanding as and 36,675,391 shares were held in the treasury of the close of business on January 14Company, 1998(B) 1,000,000 preference shares, 1,000,000 shares of Class A Preferred Stock, no par value $10.00 per sharevalue, of which no shares are outstanding and (C) 10,000,000 shares of Preferred Stock, no par value, of which 4,000,000 shares have been designated Series C Junior Participating Preferred Stock and reserved for issuance upon exercise of the rights (the "Company Rights") distributed to the holders of Company Common Stock pursuant to the Rights Agreement, dated as of May 8, 1996 between the Company and ▇▇▇▇▇▇ Trust and Savings Bank (the "Company Rights Agreement") and of which 1,750,000 shares have been designated Series B ESOP Convertible Preferred Stock of which as of October 31, 2000, 854,182 shares were outstanding. Since December 31, 1999 to the date of this Agreement, there have been no issuances of shares of the capital stock of the Company or any other securities of the Company other than issuances of shares pursuant to options or rights outstanding as of November 16, 2000 under the Benefit Plans (as defined in Section 8.11(b)) of the Company. There were outstanding as of November 16, 2000 (except for the Deferred Compensation Plan for Executives, which are shown as of October 31, 2000), no options, warrants or other rights to acquire capital stock from the Company other than (x) the Company Rights and (y) options, stock units and other rights to acquire capital stock from the Company representing in the aggregate the right to purchase or receive approximately 10,552,331 shares of Company Common Stock (collectively, the "Company Stock Options") under The Company Long-Term Incentive Plan of 1999, The Company Long-Term Incentive Plan of 1990, as amended, The 1984 Long-Term Incentive Plan of the Company, as amended, Deferred Compensation Plan for Executives of the Company, Deferred Compensation Plan for Directors of the Company, the Company Stock Compensation Plan for Outside Directors and the Company Stock Option Plan for Outside Directors (collectively, the "Company Stock Option Plans"). Section 3.2(b) of the Company Disclosure Schedule sets forth a complete and correct list, as of November 16, 2000, of the number of shares of Company Common Stock subject to Company Stock Options or other rights to purchase or receive Company Common Stock granted under the Company Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. Except for Company Stock Options, no options or warrants or other rights to acquire capital stock from the Company have been issued or granted since December 31, 1999 to the date of this Agreement. (ii) No bonds, debentures, notes or other indebtedness of the Company having the right to vote on any matters on which holders of capital stock of the Company may vote ("Company Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b) and as contemplated by Section 1.7 and Section 1.8, as of the date of this Agreement, and 1,000,000 shares there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of Class B Preferred Stock, par value $10.00 per share, of any kind to which no shares were outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or any of its Subsidiaries)Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, date of grantdeliver or sell, exercise price and number of Shares subject thereto. Each of the outstanding or cause to be issued, delivered or sold, additional shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, 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 set forth above, there are no preemptive or other outstanding rights, 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 voting securities of the Company or any of its Significant Subsidiaries or obligating the Company or any securities of its Significant Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding 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 SubsidiariesSubsidiaries to repurchase, and no securities redeem or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding otherwise acquire any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Company or any of its Significant Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company ----------------- consists of 50,000,000 Shares20,000,000 shares of Company Common Stock and 5,000,000 of the Company's Preferred Stock, par value $0.001 per share (the "Company Preferred Stock"). At the close of business on August 8, 2002: (i) 6,764,647 shares of Company Common Stock (excluding treasury shares) were issued and outstanding, none of which 27,554,547 Shares were held by any Subsidiary of the Company; (ii) 127,000 shares of Company Common Stock were held by the Company in its treasury; (iii) no shares of Company Preferred Stock were issued and outstanding; (iv) options to acquire 1,044,772 shares of Company Common Stock from the Company were issued and outstanding (the "Stock Options") pursuant to (A) the 1992 Incentive and Nonqualified Stock Option Plan of the Company (as amended), the 1992 Directors' Stock Option Plan (as amended) and the 2000 Directors' Stock Option Plan (collectively, the "Company Stock Plans") as listed on Section 3.02(a)(iv)(A1-A3) of the Company Disclosure Schedule, and (B) written employment agreements listed on Section 3.02(a)(iv)(B) of the Company Disclosure Schedule and previously provided in true and complete form to Parent or its counsel, (v) warrants to acquire up to 840,002 shares of Company Common Stock from the Company pursuant to the stock purchase warrants listed on Section 3.02(a)(v) of the Company Disclosure Schedule and previously provided in true and complete form to Parent or its counsel (the "Warrants") were issued and outstanding; (vi) 1,000,000 shares of Company Common Stock were issuable upon conversion of the 10% Convertible Subordinated Notes listed on Section 3.02(a)(vi) of the Company Disclosure Schedule and previously provided in true and complete form to Parent or its counsel (the "1999 Notes"); (vii) 880,000 shares were issuable upon conversion of the 12% Convertible Subordinated Notes listed in Section 3.02(a)(vii) of the Company Disclosure Schedule and previously provided in true and complete form to Parent or to counsel (together with the 1999 Notes, the "Convertible Notes"); and (viii) (A) 288,153 shares of Company Common Stock were reserved and available for issuance pursuant to the 1992 Incentive and Nonqualified Stock Option Plan of the Company (as amended), (B) 189,330 shares of Company Common Stock were reserved and available for issuance pursuant to the 1992 Directors' Stock Option Plan (as amended), and (C) 250,000 shares of Company Common Stock were reserved and available for issuance pursuant to the 2000 Directors' Stock Option Plan. Schedule 3.02(a) of the Company Disclosure Schedule sets forth a complete and correct list, as of the close of business on January 14August 8, 19982002, 1,000,000 of all outstanding stock options or other rights to purchase or acquire Company Common Stock granted under the Company Stock Plans, the Warrants, the Convertible Notes, written employment agreements or otherwise, including: (1) all outstanding Stock Options, the number of shares of Class A Preferred StockCompany Common Stock subject to each Stock Option, par value $10.00 per share, the grant dates and exercise and vesting schedule of which no shares were outstanding as each such Stock Option and the names of the date holders of this Agreementeach Stock Option; (2) all outstanding Warrants, and 1,000,000 the number of shares of Class B Preferred StockCompany Common Stock issuable under each Warrant, par value $10.00 per share, the issue dates and exercise prices and exercise schedule of which no shares were outstanding as each such Warrant and the names of the date holders of this Agreement. All each Warrant; and (3) all outstanding Convertible Notes, the number of shares of Company Common Stock issuable under each Convertible Note, the issue dates and conversion prices and conversion schedule of each such Convertible Note and the names of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessableholders of each Convertible Note. The Company has no Shares or shares of Class A Preferred Other than the Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for DirectorsOptions, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of Warrants and the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), 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, except for directors' qualifying shares, 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 set forth aboveConvertible Notes, there are no preemptive outstanding rights of any person to receive Company Common Stock under the Company Stock Plans, under any Contract or other otherwise, or on a deferred basis or otherwise. (b) As of the close of business on August 8, 2002, there were outstanding rightsStock Options, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments Warrants and Convertible Notes to issue or sell any purchase 3,716,456 shares of capital stock Company Common Stock with exercise or other securities of conversion prices, as the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forcase may be, or giving any Person on a right to subscribe for or acquire, any securities of per share basis lower than the Company or any of its SubsidiariesMerger Consideration, and no securities the weighted average exercise or obligations evidencing conversion price, as the case may be, of such rights are authorizedStock Options, issued or outstanding. Except for the Warrants, the WH Options Warrants and the Debentures, the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right Convertible Notes was equal to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiaries$1.

Capital Structure. (i) The authorized capital stock of the Company ----------------- consists of 50,000,000 100,000,000 Company Shares, of which 27,554,547 55,515,330 Company Shares were issued and outstanding as of the close of business on January 14November 16, 19982010, 1,000,000 and 10,000,000 shares of Class A Preferred Stock, $0.001 par value $10.00 per shareshare (the “Company Preferred Shares”) (including a series of Preferred Stock constituting 100,000 Company Preferred Shares designated as “Series A Junior Participating Preferred Stock”), none of which no shares were outstanding as of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement. Other than as set forth in Section 5.1(b)(i) of the Company Disclosure Letter, no Company Shares are held in treasury by the Company or its Subsidiaries. All of the outstanding Company Shares have been duly authorized and validly issued and are validly issued, 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 shares of Class A Company Preferred Stock or Class B Preferred Stock Shares reserved for issuance, except that, that as of January 14November 16, 19982010, there were 4,950,000 an aggregate of 5,986,416 Company Shares reserved for issuance pursuant to the Company's 1986 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 Option PlanPlans”), Incentive Stock Plan 10,544,000 Company Shares issuable upon exercise of the Company Warrants and Nonqualified Stock Option Plan for Directors, and 100,000 Company Preferred Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan Rights Agreement (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"“Rights Agreement”), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreementdated September 29, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 19952010, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (Computershare Trust Company, N.A., as Rights Agent. Section 5.1(b)(i) of the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list as of October 30, 2010 of (x) each outstanding option to purchase Shares Company Option and Company Award, (y) each other outstanding right, including those issued under the Company Stock Plans or Company 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 "Company Option"“Common Stock Unit”), including and (z) each Company Warrant, including, in each case, the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries)holder, date of grant, term, number of Company Shares subject thereto and, where applicable, exercise price and number vesting schedule, including whether the vesting will be accelerated by the execution of Shares subject thereto. Each this Agreement or consummation of the outstanding shares Merger or by termination of capital stock employment or other securities change of each position following consummation of the Company's Subsidiaries is 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, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of the Company, and free and clear of any lien, charge, pledge, security interest, claim or other encumbranceencumbrance (each, a “Lien”). Except as set forth abovein 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 arrangements, calls, commitments or commitments rights of any kind that obligate the Company 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 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, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the The Company does not have outstanding any 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 matter. ("Voting Debt"). The Company is ----------- not ii) Each of the beneficial owner of any equity securities, except outstanding shares of capital stock or other securities of each of the Company's ’s Subsidiaries has been duly authorized and validly issued and is fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Liens. Section 5.1(b)(ii) of the Company Disclosure Letter sets forth (x) each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, 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. 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 such 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 Reports, respectively. (iv) Other than as set forth in Section 5.1(b)(iv) of the Company Disclosure Letter, to the knowledge of the Company, as of the date of this Agreement, no Person or group beneficially owns 5% or more of the Company’s voting securities, with the terms “group” and “beneficially owns” having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act. As used in this Agreement, “knowledge” of (i) the Company means the actual knowledge of the Company’s executive officers after reasonable inquiry of their direct reports and (ii) Parent or Merger Sub means the actual knowledge of such party’s executive officers after reasonable inquiry of their direct reports.

Capital Structure. The authorized capital stock of the ------------------ Company ----------------- consists of 50,000,000 Shares200,000,000 shares of Company Common Stock and 15,000,000 shares of preferred stock, of which 27,554,547 Shares were outstanding as of par value $.01 per share (the "Company Preferred ----------------- Stock", and together with the Company Common Stock, the "Company Capital ----- --------------- Stock"). At the close of business on January 14(i) March 31, 1998, 1,000,000 85,248,101 shares of Class Company Common Stock and 1,750,000 shares of Series A Preferred Stockwere issued and outstanding, par value $10.00 per share(ii) March 31, 1998, 2,581,182 shares of Company Common Stock were held by the Company in its treasury, (iii) April 20, 1998, 6,033,471 shares of Company 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 the Company's 1994 Incentive Plan, as amended, for stock options, SARs, and other awards of Company Common Stock which no shares were outstanding had not been granted as of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14(iv) March 31, 1998, there 45,000,000 shares of Company Common Stock were 4,950,000 Shares reserved for issuance 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, 1998, 100,000 shares of Company Common Stock were reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Amended and Restated Deferred Compensation Plan and Nonqualified 45,000 shares of Company Common Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 were reserved for issuance pursuant to the defined contribution retirement plan for employees of Virginia Indonesia Company. Except as set forth above and with respect to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Savings Plan for DirectorsSalaried Employees, at the "Stock Plans")close of business on May 1, 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement1998, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each of the outstanding no shares of capital stock or other voting securities of each the Company were issued, reserved for issuance or outstanding. 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 Company's Subsidiaries is Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable andand not subject to or issued in violation of any purchase option, except for directors' qualifying sharescall option, owned by a direct right of first refusal, preemptive right, subscription right or indirect wholly owned subsidiary any similar right under any provision of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rights, 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 Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the DebenturesDGCL, the Company does 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 have outstanding any bonds, debentures, notes or other obligations indebtedness of the holders of which have Company 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 matter may vote ("Voting Company Debt"). The Company is ----------- Except as set forth above, as of the date ------------------- of this Agreement, there are not the beneficial owner any options, warrants, rights, convertible or 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 Company Subsidiary is a party or by which any of them is bound (i) 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 or other equity securitiesinterests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Company Capital Stock. As of the date of this Agreement, except as disclosed in the Company Disclosure Letter and as contemplated by Section 1.02(d), there are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company's SubsidiariesCompany or any Company Subsidiary.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 50,000,000 Shares, of which 27,554,547 Shares were outstanding as of the close of business on January 14, 1998, 1,000,000 shares of Class A Preferred Stock, par value $10.00 per share, of which no shares were outstanding as (a) As of the date of this Agreement, and 1,000,000 the authorized capital stock of the Company consists of 300,000,000 shares of Class B Preferred StockCompany Common Stock and 10,000,000 shares of preferred stock, par value $10.00 1.00 per share, of which no shares were outstanding as of share (the date of this Agreement“Preferred Shares”). All of the outstanding Shares shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or At the close of business on September 15, 2006, 254,176,605 shares of Class A Company Common Stock and no Preferred Shares were issued and outstanding, and 29,286,323 shares of Company Common Stock or Class B Preferred were subject to outstanding Company Stock Options (as defined below). At the close of business on September 15, 2006, the Company had: (i) 8,507,729 shares of Company Common Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance by the Company pursuant to options to purchase shares of Company Common Stock (a “Company Stock Option”) not yet granted under the Company's 1986 following plans: Symbol Technologies, Inc. 2004 Equity Incentive Award Plan Symbol Technologies, Inc. 2001 Non-Executive Stock Option Plan, Incentive as amended Symbol Technologies, Inc. 1997 Employee Stock Option Plan and Nonqualified 1991 Employee Stock Option Plan Symbol Technologies, Inc. 1990 Non-Executive Stock Option Plan, as amended 1986 Stock Option Plan Telxon Corporation 1990 Stock Option Plan for Non-Employee Directors Telxon Corporation 1990 Stock Option Plan Symbol Technologies, Inc. 2002 Directors’ Stock Option Plan 2000 Directors’ Stock Option Plan of Symbol Technologies, Inc., as amended and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance restated 1999 Directors Stock Option Plan 1998 Directors Stock Option Plan 1994 Directors Stock Option Plan Symbol Technologies, Inc. Employee Stock Purchase Plan, as amended and pursuant to the Company's Directors' Symbol Technologies Deferred Fee Compensation Plan (such plancollectively, collectively with such 1986 the “Company Stock Option Plans”); and (ii) 29,947,614 shares of Company Common Stock held by the Company in its treasury. Section 5.2(a) of the Company Disclosure Schedule sets forth a true and complete list of: (i) all Company Stock Plans, indicating for each Company Stock Plan, Incentive as of the date specified therein, the number of shares of Company Common Stock subject to outstanding options under such Company Stock Plan and Nonqualified the number of shares of Company Common Stock reserved for future issuance under such Company Stock Plan; and (ii) all outstanding Company Stock Options, indicating with respect to each such Company Stock Option Plan for Directorsthe name of the holder thereof, the "Company Stock Plans")Plan under which it was granted, 700,000 Shares ----------- the number of shares of Company Common Stock subject to issuance upon such Company Stock Option, the exercise of price, the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number the vesting schedule, including whether (and to what extent) the vesting will be accelerated in any way by the execution of Shares subject theretothis Agreement, the adoption of the Company Voting Proposal, by the consummation of the Merger or by termination of employment or change in position following consummation of the Merger. The Company has made available to Parent complete and accurate copies of all Company Stock Plans and the forms of all stock option agreements evidencing Company Stock Options. The Company Common Stock is listed on the NYSE. (b) Each of the outstanding shares of capital stock or other securities of each of the Company's ’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, and owned by the Company or by a direct or indirect wholly owned subsidiary Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Lien (except as set forth on Section 5.2(b) of the Company Disclosure Schedule). (c) Except as set forth aboveabove in this Section 5.2 and Section 5.2(c) of the Company Disclosure Schedule, and except for the rights (the “Rights”) issuable pursuant to the Rights Agreement, dated as of August 13, 2001 (the “Company Rights Agreement”), between the Company and The Bank of New York, as rights agent, in respect of which no Distribution Date (as defined in the Company Rights Agreement) has occurred, there are no preemptive or other outstanding rights, options, warrants, conversion rights, phantom stock units or stock appreciation rights or similar rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or commitments rights of any kind that obligate the Company 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 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, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the The Company does not have outstanding any bonds, debentures, notes or other obligations (i) the terms of which provide the holders of which have the right to vote with the stockholders of the Company on any matter or (or ii) that are convertible into or exercisable for securities having the right to vote) vote with the stockholders of the Company on any matter ("any such bonds, debentures, notes or obligations, “Voting Debt"”). The . (d) There are no registration rights to which the Company or any of its Subsidiaries is ----------- not the beneficial owner a party or by which it or they are bound with respect to any equity security of any equity securitiesclass of the Company. Neither the Company nor, except to the knowledge of the Company, any of its Affiliates is a party to or is bound by any agreements or understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company's . There are no obligations, contingent or otherwise, of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or the capital stock of the Company or any of its Subsidiaries. As used in this Agreement with respect to any party, the term “Affiliate” means any Person who is an “affiliate” of that party within the meaning of Rule 405 promulgated under the Securities Act.

Capital Structure. (a) The authorized capital stock of the Company ----------------- consists of 50,000,000 Shares300,000,000 shares of Company Common Stock, of which 27,554,547 Shares 7,077,682 shares were outstanding as of the close of business on January February 14, 19982017, 1,000,000 and 100,000,000 shares of Class A Preferred Stockpreferred stock, par value $10.00 0.0001 per shareshare of the Company, none of which no shares were outstanding as of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement. All of the outstanding Shares shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Company Common Stock or Class B Preferred Stock other shares of its capital stock reserved for issuance, except that, as of January February 14, 19982017, there were 4,950,000 Shares 1,128,158 shares of Company Common Stock reserved for issuance pursuant to the Company's 1986 Stock Option ’s 2006 Long-Term Incentive Plan, Incentive Stock Plan as amended and Nonqualified Stock Option Plan for Directorsrestated, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to including each subplan thereof (including the Company's Directors' Deferred Fee Plan ’s 2013 Performance Share Unit Program and the Company’s 2016 Retention and Incentive Plan) (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directorscollectively, the "“Stock Plans"Plan”), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), 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 ’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, and owned by the Company or by a direct or indirect wholly owned subsidiary Subsidiary of the Company, free and clear of any pledge, lien, pledgecharge, option, hypothecation, mortgage, security interest, claim adverse right, prior assignment, license, sublicense or any other encumbranceencumbrance of any kind or nature whatsoever (an “Encumbrance”). Except as to the extent set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or commitments rights of any kind that obligate the Company or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for Upon any issuance of any shares of Company Common Stock in accordance with the Warrantsterms of the Stock Plans, the WH Options such shares of Company Common Stock will be duly authorized, validly issued, fully paid and the Debentures, the nonassessable and free and clear of any Encumbrance. The Company does not have outstanding any 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 matter. ("b) Section 4.2(b) of the Company Disclosure Letter contains a correct and complete list of all outstanding Company Equity Awards as of the date of this Agreement, including the number of shares of Company Common Stock subject to each Company Equity Awards and the holder, grant date, exercise price (if applicable) and vested status with respect to each Company Equity Award, as applicable. (c) Each Company Option (i) was granted in compliance in all material respects with all applicable Laws and the terms and conditions of the Stock Plan (and any applicable subplan(s) pursuant to which it was issued), (ii) has an exercise price per share of Company Common Stock equal to or greater than the fair market value of a share of Company Common Stock on the date of such grant, and (iii) has a grant date identical to or later than the date on which it was granted. (d) Except for the Company Voting Debt"). The Agreements, there are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is ----------- not a party or otherwise to the beneficial owner Company’s Knowledge with respect to the voting of any equity securities, except shares of capital stock of the Company's Company or any of its Subsidiaries. (e) Section 4.2(e) of the Company Disclosure Letter sets forth (x) each of the Company’s Subsidiaries and the ownership interest of the Company 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 other than securities in a publicly traded company held for investment by the Company or any of its Subsidiaries and consisting of less than 1% of the outstanding capital stock of such company. The Company does not own, directly or indirectly, any voting interest in any Person that requires an additional filing by Parent under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the “HSR Act”).

Capital Structure. (i) The authorized capital stock of the Company ----------------- consists of 50,000,000 500,000,000 Company Shares. As of April 30, 1998, 180,000,000 Company Shares were outstanding, of which 27,554,547 Shares 1,645,973 were outstanding as of held in the close of business on January 14treasury relating to the options issued pursuant to the Share Option Schemes. Since April 30, 1998, 1,000,000 shares of Class A Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of 1998 to the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement. All of the outstanding Shares there have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or issuances of shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each of the outstanding shares of capital stock or any other securities of each the Company, except as may be described in Schedule 3.1(e)(i) of the Company's Subsidiaries is Company Disclosure Schedule in connection with the exercise or issuance of Company Stock Options. All Company Shares are duly authorized, validly issued, fully paid and nonassessable andnonassessable, except for directors' qualifying sharesand no class of shares is entitled to preemptive rights, owned other than as provided by a direct or indirect wholly owned subsidiary Dutch Law. There were outstanding as of the CompanyApril 30, free and clear of any lien1998 no options, pledge, security interest, claim warrants or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments of any character to acquire shares from the Company other than options representing in the aggregate the right to acquire 4,186,328 Company Shares pursuant to the Share Option Schemes. Other than as may be described in Schedule 3.1(e)(i) of the Company Disclosure Schedule, since April 30, 1998 to the date of this Agreement, no options or warrants or other rights to acquire shares of the Company have been issued or granted and no agreements or commitments have been entered into by the Company to issue or sell any shares of the Company. (ii) All issued and outstanding shares of capital stock stock, partnership interests, membership interests, joint venture interests and other equity interests of each of the Company's material Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares are owned by the Company or another Subsidiary of the Company free and clear of all Encumbrances, in each case other than as provided by Law or the terms of any applicable partnership or similar agreement as in effect on the date hereof. (iii) No Company Voting Debt is issued or outstanding. (iv) Except as otherwise set forth in this Section 3.2(d) or as permitted by this Agreement, and other than, in the case of the Company's non-material Subsidiaries, pursuant to the terms of any partnership or similar agreement in effect on the date hereof, and other than as provided by Law, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any shares or other voting securities of the Company or any of its Subsidiaries or obligating the Company 34 27 or any securities of its Subsidiaries to issue, grant, extend or obligations convertible enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or exchangeable into undertaking. There are no commitments, agreements, arrangements or exercisable for, or giving undertakings of any Person a kind relating to the Company's right to subscribe for vote or acquiredispose of shares or other voting securities of the Company or its Subsidiaries, other than, in the case of its Subsidiaries, pursuant to the terms of the articles of organization, by-laws or other organizational document of such entity (including such entity's partnership agreement, if such entity is a partnership) in effect on the date hereof, and other than as provided by Law. Except as permitted by this Agreement, there are no outstanding obligations of the Company or any securities of its Subsidiaries to repurchase, redeem or otherwise acquire any shares or other equity interests of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorizedother than, issued or outstanding. Except for in the Warrantscase of non-material Subsidiaries, pursuant to the WH Options and the Debenturesterms of its articles of organization, the Company does not have outstanding any bonds, debentures, notes by-laws or other obligations organizational document of such entity (including such entity's partnership agreement if such entity is a partnership) in effect on 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securitiesdate hereof, except shares of capital stock of the Company's Subsidiariesand other than as provided by Law.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company ----------------- consists of 50,000,000 250,000,000 Company Common Shares, of which 27,554,547 72,170,192 Company Common Shares were issued and outstanding as of the close of business on January 14May 1, 19982000, 1,000,000 and 10,000,000 shares of Class A Preferred Preference Stock, par value $10.00 .01 per shareshare (the "Company Preference Shares"). Of the authorized Company Preference Shares, (i) 2,500,000 shares have been designated as Cumulative Participating Junior Preferred Stock, of which no shares were are issued or outstanding as of the date of this Agreement but of which all have been reserved for issuance pursuant to the Rights Agreement, dated May 1, 1998, between the Company and 1,000,000 The Bank of New York, as rights agent (the "Rights Agreement"), and (ii) 50,000 shares of Class B have been designated as Company Money Market Preferred Stock, par value $10.00 per shareShares, of which no 87 shares were are issued and outstanding as of the date of this Agreement. All of the outstanding Company Common Shares and Company Preference Shares have been duly authorized and validly issued and are validly issued, fully paid and nonassessable. The As of the date of this Agreement, the Company has no Company Common Shares or shares of Class A Preferred Stock or Class B Preferred Stock Company Preference Shares reserved for or otherwise subject to issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants"i) issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the no more than 25,306,605 Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Common Shares subject to issuance pursuant to Company Stock Options outstanding as of the Debenturesdate of this Agreement (and the weighted average exercise price of those Company Stock Options and the plans or agreements pursuant to which those Company Stock Options have been issued (the "Company Stock Plans") are set forth in Section 2.1.2 of the Company Disclosure Schedule) and (ii) no more than 3,918,900 Company Common Shares subject to issuance upon conversion of the Company's 3% convertible subordinated notes due January 15, 2005 ("Company Convertible Notes"). The Company Disclosure Letter contains a correct Stock Options outstanding as of the date of this Agreement (and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee identified in Section 2.1.2 of the Company Disclosure Schedule) exercisable for up to 2,200,000 of the Company Common Shares referenced in clause (i) of the prior sentence will not vest or its Subsidiaries)become exercisable as a result of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement. From the close of business on May 1, 2000 until the date of grantthis Agreement, the Company has not issued, granted or sold any Company Common Shares other than pursuant to the exercise price and number of Shares subject thereto. Company Stock Options. (b) Each of the outstanding shares of capital stock or other securities ownership interests of each of the Company's Subsidiaries that constitute a Significant Subsidiary is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, and owned by the Company or a direct or indirect wholly owned subsidiary Subsidiary of the Company, in each case free and clear of any lien, pledge, security interest, claim or other encumbrance, except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as set forth abovein Section 2.1.2(a), as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or commitments rights of any kind which obligate the Company or any of its Material Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Material Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquireacquire from the Company or any of its Material Subsidiaries, any securities of the Company or any of its Material Subsidiaries, and no securities or obligations evidencing such any rights are authorized, issued or outstanding. Except for as set forth in Section 2.1.2(a), as of the Warrants, the WH Options and the Debenturesdate of this Agreement, the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into which are convertible, exchangeable or exercisable for or into securities having the right to vote) with the stockholders of the Company on any matter ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiariesmatter.

Capital Structure. (i) The authorized capital stock of the Company ----------------- consists of 50,000,000 (A) 160,000,000 Shares, of which 27,554,547 79,165,545 Shares were outstanding as of the close of business on January 14July 9, 19982013, 1,000,000 and (B) 10,000,000 shares of Class A preferred stock, $0.0001 per share (the “Preferred Stock, par value $10.00 per shareShares”), of which no shares were outstanding as of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this AgreementShares are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock Shares reserved for or subject to issuance, except that, as of January 14July 9, 19982013, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 6,158,915 Shares subject to issuance pursuant to the DebenturesCompany’s 2004 Stock Option, Restricted Stock and Deferred Stock Unit Plan, as amended, the 2009 Employment Inducement Equity Incentive Plan, as amended, and the ESPP, as amended (collectively, the “Stock Plans”), 160,000 shares of Series A Junior Participating Preferred Stock reserved for issuance pursuant to the Tax Benefit Preservation Plan, dated as of August 30, 2011, between the Company and Mellon Investor Services LLC, as Rights Agent (the “Rights Agreement”), and 4,761,000 Shares subject to issuance pursuant to the Convertible Notes. The 4,761,000 Shares is the maximum number of Shares issuable at any time upon conversion of the Convertible Notes. Except for Shares issued in respect of Company Options outstanding prior to July 9, 2013, since July 9, 2013 and through the date of this Agreement, the Company has not issued any Shares or Preferred Shares or reserved for or subjected to issuance any Shares or Preferred Shares pursuant to any Stock Plan, the Rights Agreement, the Convertible Notes or otherwise. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list list, as of each outstanding option to purchase Shares under the date of this Agreement, of Company Options, shares of Company Restricted Stock Plans (each a "and Company Option")Stock Units, including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries)holder, date of grant, term, number of Shares and, where applicable, exercise price and number vesting schedule, including whether the vesting will be accelerated by the execution of Shares subject theretothis Agreement or consummation of the Merger or by termination of employment or change of position following consummation of the Merger and there are no other awards granted pursuant to the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's ’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, and owned by the Company or by a direct or indirect wholly owned subsidiary Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbranceEncumbrance. Except as set forth aboveabove and except for the rights (the “Rights”) that have been issued 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 arrangements, calls, commitments or commitments rights of any kind that obligate the Company 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 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, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for Upon any issuance of any Shares in accordance with the Warrantsterms of the Stock Plans, the WH Options such Shares will be duly authorized, validly issued, fully paid and the Debentures, the nonassessable and free and clear of any Encumbrances. The Company does not have outstanding any bonds, debentures, notes or other obligations (a) 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 or ("Voting Debt")b) that are required to be registered under the Exchange Act. (ii) Section 5.1(b)(ii) of the Company Disclosure Letter sets forth (x) each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, 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 other than securities in a publicly traded company held for investment by the Company or any of its Subsidiaries and consisting of less than 1% of the outstanding capital stock of such company. The Company does not own, directly or indirectly, any voting interest in any Person that requires an additional filing by Parent under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”). (iii) Each Company Option (A) was granted in 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 Share equal to or greater than the fair market value of a Share on the date of such grant, (C) has a grant date identical to or after 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 Reports, respectively. (iv) Except as expressly contemplated by the Voting Agreement, there are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is ----------- not a party with respect to the beneficial owner voting of any equity securities, except shares of the capital stock or other equity interest of the Company's Company or any of its Subsidiaries. (v) At the Effective Time, the Conversion Number shall not exceed 10.7290.

Capital Structure. The (i) As of March 22, 2018 (the “Measurement Date”), the authorized capital stock of the Company ----------------- consists consisted of 50,000,000 105,000,000 Shares, of which 27,554,547 63,221,610 Shares were outstanding as (including 663,156 shares of the close of business on January 14restricted stock), 1998, and 1,000,000 shares of Class A Preferred Stock, having a par value of $10.00 0.01 per shareshare (the “Preferred Shares”), of which no shares were outstanding as of the Measurement Date. From the Measurement Date through the date of this Agreement, and 1,000,000 shares of Class B no additional Shares or Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this AgreementShares have been authorized or issued. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of the Measurement Date, the Company held 2,443,666 Shares in its treasury, and none of the Subsidiaries of the Company hold or have held any Shares. From the Measurement Date through the date of this Agreement, no additional Shares have been acquired in the Company’s treasury. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock Shares reserved for issuance, except that, as of January 14, 1998the Measurement Date, there were 4,950,000 5,096,956 Shares reserved for issuance pursuant to the Company's 1986 Company Stock Option PlanPlans. From the Measurement Date until the date of this Agreement, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and no additional Shares having a maximum aggregate offering price of $2,400,000 have been reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Company Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise . (ii) Section 6.1(b)(ii) of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains Schedule sets forth a correct and complete list of each outstanding option to purchase Shares under Company Awards in effect as of the Stock Plans (each a "Company Option")date hereof, including the -------------- holder (A) total number of Company Awards, with subtotals for each type of whom is a current or former directoraward, officer or employee (B) name of each Company Award recipient, (C) name of the Company or its Subsidiaries)Stock Plan pursuant to which such Company Award was issued and award type, (D) date of grant, (E) exercise price (as applicable) and (F) number of Shares subject thereto. . (iii) Each of the outstanding shares of capital stock or other securities of each of the Company's ’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, and owned by the Company or by a direct or indirect wholly wholly-owned subsidiary Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Lien. (iv) Except as set forth aboveon Section 6.1(b)(iv) of the Company Disclosure Schedule, there are no preemptive rights, participation rights, maintenance rights or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or commitments rights of any kind that obligate any of the Acquired Companies to issue issue, transfer or sell any outstanding shares of capital stock (including Shares) or other securities of the any Acquired Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its SubsidiariesAcquired Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for No outstanding shares of capital stock (including Shares) or other securities of any Acquired Company is subject to any right of first refusal or offer in favor of the WarrantsCompany. Other than the Support Agreements, there is no Company Contract relating to the WH Options and the Debenturesvoting or registration of, the or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock (including Shares) or other securities of any Acquired Company. The Company does not have outstanding any 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 ("“Voting Debt"”). The . (v) Except as set forth on Section 6.1(b)(v) of the Company Disclosure Schedule, there is ----------- not no: (A) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the beneficial owner capital stock (including Shares) or other securities of any equity of the Acquired Companies; (B) shareholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Companies is or may become obligated to sell or otherwise issue any shares of its capital stock (including Shares) or any other securities; or (C) condition or circumstance that has given or may give rise to, except or has provided or may provide a basis for, the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock (including Shares) or other securities of any of the Company's SubsidiariesAcquired Companies. (vi) All outstanding Shares, warrants, equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Acquired Companies have been issued and granted in compliance with: (A) all applicable securities Laws, the Code and all other applicable Laws; and (B) all requirements set forth in applicable Contracts and any applicable Company Stock Plan.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 50,000,000 80,000,000 Company Common Shares, of which 27,554,547 Shares 33,465,711 shares were outstanding as of the close of business on January 14May 2, 19982001, 1,000,000 shares of and 13,056,800 Company Class A Preferred Stock, par value $10.00 per shareB Common Shares, of which no 12,224,835 shares were outstanding as of the date of this Agreementon May 2, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement2001. All of the outstanding Company Shares have been duly authorized and are validly issued, fully paid and nonassessable. The As of May 2, 2001, 4,095,017 options and 817,959 deferred stock awards were outstanding, all of which were granted pursuant to the Stock Plans (as defined below). Since May 2, 2001 and prior to the date hereof, the Company has not issued (i) any Company Shares other than pursuant to the exercise of any Company Options and Stock Awards or (ii) any Company Options or Stock Awards. As of the date of this Agreement, the Company has no Company Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance or subject to issuance, except that, as of January 14May 2, 19982001, there were 4,950,000 12,224,835 Company Common Shares reserved for issuance upon conversion of the Company Class B Common Shares, and as of May 2, 2001, 2,126,904 Company Common Shares reserved for issuance pursuant to the Company's 1986 1977 Restricted Stock Option Award Plan, Incentive as amended (the "1977 Restricted Stock Plan Plan") and Nonqualified Stock Option Plan for Directors, and 3,172,663 Company Common Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee 1996 Long-Term Incentive Plan (such planthe "1996 LTIP" and, collectively together with such 1986 the 1977 Restricted Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each of the outstanding shares of capital stock or other securities equity interests of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying and nominee shares, owned by the Company or a direct or indirect wholly owned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or similar encumbrance and free of any other encumbrancerestriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth above, above there are no authorized, issued or outstanding Company Shares or other shares of capital stock or other securities of the Company and no preemptive or other outstanding rights, 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 Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the The Company does not have outstanding any 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 ("Company Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiaries.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 50,000,000 100,000,000 Shares, of which 27,554,547 38,717,765 Shares were outstanding as of the close of business on January 14March 2, 19982007, 1,000,000 and 10,000,000 shares of Class preferred stock, 500,000 of which are designated as "Series A Junior Participating Preferred Stock, par value $10.00 per share, " and none of which no shares were are outstanding as of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreementhereof. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Since March 2, 2007, the Company has no Shares not issued, sold, or disposed of any shares of Class A Preferred the Company's capital stock or equity securities, other than upon the exercise of outstanding options under the Stock or Class B Preferred Stock reserved for issuancePlans. As of February 28, except that2007, as of January 14, 1998, there were 4,950,000 other than 2,970,525 Shares reserved for issuance pursuant to under the Company's 1986 1996 Stock Option Plan, as amended and restated as of June 30, 2005 (as so amended and as further amended from time to time, the "1996 Stock Plan"), 2001 Stock Incentive Plan, as amended and restated as of June 27, 2002 (as so amended and as further amended from time to time, the "2001 Stock Plan"), and 1994 Non-Employee Director Stock Option Plan (the "Director Stock Plan" and, together with the 1996 Stock Plan and Nonqualified the 2001 Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 the Company has no Shares ----------- subject reserved for issuance. Since February 28, 2007, the Company has not granted any options to issuance upon exercise acquire shares of capital stock of the warrants (the "Warrants") issued Company under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise any of the options set forth in the First Option Agreement and Second Option Agreement, each dated as Stock Plans. Section 5.1(b) of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter Schedule contains a correct and complete list of each options, restricted stock, performance stock units, restricted stock units and any other equity or equity-based awards (including cash-settled awards), if any, outstanding option to purchase Shares under the Stock Plans (each a "Company Option")Plans, including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries)holder, date of grant, exercise price and term, number of Shares subject theretoShares, the Stock Plan under which such award was granted and, where applicable, the exercise price. Each of the The outstanding shares of capital stock or other equity securities of each of the Company's Subsidiaries is are duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, and owned by the Company or by a direct or indirect wholly owned subsidiary Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim interest or other encumbranceencumbrance (each, a "Lien"). Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or commitments rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to make any payments directly or indirectly based (in whole or in part) on the price or value of the Shares or preferred shares, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for Upon any issuance of any Shares in accordance with the Warrantsterms of the Stock Plans, the WH Options such Shares will be duly authorized, validly issued, fully paid and the Debentures, the nonassessable and free and clear of any Liens. The Company does not have outstanding any bonds, debentures, notes or other obligations for borrowed money 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 or any of its Subsidiaries on any matter ("Voting Debt")matter. The There are no outstanding contractual obligations of the Company is ----------- not or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or other equity interests of the beneficial owner Company or any of its Subsidiaries. For purposes of this Agreement, a wholly owned Subsidiary of the Company shall include any equity securities, except Subsidiary of the Company of which all of the shares of capital stock of such Subsidiary other than director qualifying shares are owned by the Company (or a wholly owned Subsidiary of the Company's Subsidiaries).

Capital Structure. (i) The authorized capital stock of the Company ----------------- consists of 50,000,000 150,000,000 Shares, 1,000,000 shares of which 27,554,547 Shares were outstanding as Class B Common Stock, par value $0.014 per share (“Class B Shares”), and 5,000,000 shares of Preferred Stock, par value $0.01 per share (“Preferred Shares”). As of the close of business on January 14, 1998, 1,000,000 shares of Class A Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the day immediately preceding the date of this Agreement, 56,303,812 Shares were outstanding, and 1,000,000 shares of no Class B Shares or Preferred Stock, par value $10.00 per share, of which no shares Shares were outstanding as of the date of this Agreementoutstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Other than (i) 4,281,311 Shares reserved for issuance pursuant to under the Company's 1986 ’s 1992 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 1995 Stock Option Plan, 1996 Stock Option Plan, 1998 Stock Option Plan, 2001 Senior Executive Restricted Stock Plan, 2002 Stock Option Plan, 2004 Stock Incentive Stock Plan and Nonqualified Amended and Restated 2006 Incentive Award Plan (the “Stock Option Plan for DirectorsPlans”), (ii) 5,819,701 Shares issuable upon conversion of (A) the Company’s 2.5% Contingent Convertible Senior Notes due 2032, (B) the Company’s 1.5% Contingent Convertible Senior Notes due 2033 and (C) the Company’s 1.375% Convertible Senior Notes due 2017 (collectively, the "Stock Plans"“Convertible Senior Notes”), 700,000 Shares ----------- subject to issuance upon exercise and (iii) 1,000,000 shares of Series A Junior Participating Preference Stock, par value $0.01, per Share reserved under the warrants (the "Warrants") issued under -------- the Warrant Amended and Restated Rights Agreement, dated May 30, 1995, among the Company, WMX by and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Fargo Bank, N.A., as Rights Agent, dated August 17, 2005 (the "WH Options"“Rights Agreement”), and 2,395,834 the Company has no Shares, Class B Shares subject to issuance pursuant to or Preferred Shares reserved for issuance. Section 5.1(b)(i) of the Debentures. The Company Disclosure Letter Schedule sets forth the conversion rate for each series of Convertible Senior Notes. Section 5.1(b)(i) of the Company Disclosure Schedule contains a correct and complete list as of each outstanding option to purchase the date hereof of Company Options, Company SARs, Company Restricted Shares and any other equity-based awards granted under the Stock Plans (each a "Company Option")Plans, including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries)holder, date of grant, term, number of Shares and, where applicable, exercise price and number of Shares subject theretovesting schedule. Each of the outstanding shares of capital stock or other securities of each of the Company's ’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, and owned by the Company or by a direct or indirect wholly owned subsidiary Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbranceencumbrance (each, a “Lien”). Except as set forth aboveabove and except for the rights (the “Rights”) that have been issued 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 arrangements, calls, commitments or commitments rights of any kind that obligate the Company 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 or any securities or obligations convertible or exchangeable into or exercisable for, or giving give any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. Except for the Warrants, the WH Options and the Debenturesas set forth above, the Company does not have outstanding any 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 matter. ("Voting Debt")ii) Section 5.1(b)(ii) of the Company Disclosure Schedule sets forth (A) each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary and (B) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person other than securities in a publicly traded company held for investment by the Company or any of its Subsidiaries and consisting of less than 1% of the outstanding capital stock of such company. The Company is ----------- does not own, directly or indirectly, any voting interest in any Person that requires an additional filing by Parent under the beneficial owner ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of any equity securities1976, except shares of capital stock as amended (the “HSR Act”). (iii) Each Company Option and Company SAR (A) was granted in compliance in all material respects with all applicable Laws and all of the terms and conditions of the Stock Plan pursuant to which it was issued, (B) has an exercise price per Share equal to or greater than the fair market value of a Share on the date of such grant, (C) has a grant date identical to the date on which the Company's Subsidiaries’s board of directors or compensation committee actually awarded such Company Option or Company SAR, as applicable, (D) qualifies for the tax and accounting treatment afforded to such Company Option or Company SAR, as applicable, in the Company’s Tax Returns (as defined in Section 5.1(o)) and the Company Reports, respectively and (E) does not violate the requirements of Section 409A of the Code.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company ----------------- consists of 50,000,000 Shares160,000,000 shares of Common Stock, of which 27,554,547 Shares were 57,899,318 shares are issued and outstanding as of the close of business on January 14July 20, 19982009, 1,000,000 and 3,000,000 shares of Class A Preferred Stockpreferred stock, no par value $10.00 per share, of which no shares were are issued and outstanding as of the date July 20, 2009. As of this AgreementJuly 20, and 1,000,000 2009, there are 2,564,396 shares of Class B Preferred Common Stock subject to outstanding options to acquire Common Stock, par value $10.00 per share4,456,987 shares of Common Stock deliverable pursuant to outstanding restricted stock units, 6,965,858 shares of which no shares were outstanding as Common Stock issuable upon the exercise of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issuedSeries B Yucaipa Warrants, fully paid and nonassessable. The Company has no Shares or 6,965,858 shares of Class A Preferred Stock or Class B Preferred Common Stock reserved for issuanceissuance upon the exercise of the Series B Yucaipa Warrants, except that686,277 shares of Common Stock issuable upon the exercise of the ChaseMellon Warrants, as 686,277 shares of January 14, 1998, there were 4,950,000 Shares Common Stock reserved for issuance pursuant to upon the Company's 1986 exercise of the ChaseMellon Warrants, 11,278,999 shares of Common Stock Option Planissuable upon the conversion of the Convertible Notes, Incentive 11,278,999 shares of Common Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to upon the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise conversion of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX Convertible Notes and Rust International Inc., 1,000,000 Shares subject no stock equivalent units linked to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject theretoCommon Stock. Each share of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries Common Stock is duly authorized, validly issued, fully paid and nonassessable andnonassessable. The Shares, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary and the Common Stock issuable upon conversion of the CompanyInvestor Shares (the “Underlying Securities”), have been duly authorized and reserved, and the Shares will, and upon conversion of the Shares in accordance with the Convertible Preferred Articles Supplementary, the Underlying Securities, will (i) be validly issued, fully paid and nonassessable, (ii) not have been 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 Maryland General Corporation Law, the Charter or By-Laws of the Company or any Contract to which the Company or any of its material subsidiaries is a party or by which any of its or their respective assets are bound and (iii) be free and clear of any lienall Encumbrances. Other than the Convertible Notes, pledge, security interest, claim or other encumbrancethe Company has no Voting Debt. Except as set forth above, in Section 2.03(a) of the Company Disclosure Letter or as expressly contemplated by this Agreement there are no preemptive or other (A) outstanding rightsobligations, options, warrants, conversion convertible securities, exchangeable securities, securities or rights that are linked to the value of the Common Stock or other rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements agreements or commitments relating to the capital stock of the Company or obligating the Company to issue or sell or otherwise transfer shares of capital stock of the Company or any securities convertible into or exchangeable for any shares of capital stock or other securities of the Company or any Voting Debt of its Subsidiaries or any securities or the Company, (B) outstanding obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company to repurchase, redeem or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except otherwise acquire shares of capital stock of the Company's Subsidiaries, (C) voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of shares of capital stock of the Company (but only to the Company’s knowledge with respect to any such agreements to which the Company is not a party) or (D) rights of first refusal, preemptive rights, subscription rights or any similar rights under any provision of the Maryland General Corporation Law, the Charter or By-Laws or any Contract to which the Company is a party or by which any of its assets are bound. No provision of the Charter or the By-Laws would, directly or indirectly, restrict or impair the ability of the Investors to vote, or otherwise exercise the rights of a stockholder with respect to, the Shares (or any Underlying Securities) or any other shares of Common Stock of the Company that may be acquired or controlled by the Investors, except as expressly set forth in the Convertible Preferred Articles Supplementary. The Company does not have an outstanding “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of certain events.

Capital Structure. (a) The authorized capital stock of the Company ----------------- OSI consists of 50,000,000 Shares30,000,000 shares of OSI Common Stock, $.0001 par value, and 3,000,000 shares of Preferred ▇▇▇▇▇, $.▇▇▇▇ par value ("OSI Preferred Stock"). As of March 14, 1997, (i) 7,647,962 shares of OSI Common Stock were issued and outstanding, all of which 27,554,547 Shares were outstanding as of the close of business on January 14are duly authorized, 1998validly issued, 1,000,000 fully paid and nonassessable; (ii) no shares of Class A OSI Preferred StockStock were issued and outstanding; (iii) no shares of OSI Common Stock or OSI Preferred Stock were held in the treasury of OSI or by subsidiaries of OSI; and (iv) 3,500,599 shares of OSI Common Stock were reserved for future issuance pursuant to the OSI Stock Plans, par value $10.00 per shareincluding (A) 1,234,431 shares reserved for issuance under the 1992 Stock Option Plan, 1,148,421 of which no were subject to or reserved for outstanding options and 86,010 of which were reserved for future option grants; (B) 125,000 shares reserved for issuance under the 1995 Director Stock Option Plan, 55,000 of which were subject to or reserved for outstanding as options and 70,000 of which were reserved for future option grants; (C) 2,000,000 shares reserved for issuance under the 1996 Equity Incentive Plan, 800,000 of which were subject to or reserved for outstanding options and 1,200,000 of which were reserved for future issuance; (D) 141,168 shares reserved for future issuance under the OSI Purchase Plan; and (E) 98,000 shares reserved for issuance pursuant to exercise of warrants, the material terms of which warrants are described in the OSI Disclosure Letter. No change in such capitalization has occurred since such date other than the exercise and termination of this Agreementoutstanding stock options and the accrual of rights under the OSI Purchase Plan, and 1,000,000 all in the ordinary course. All shares of Class B Preferred StockOSI Common Stock subject to issuance as specified above, par value $10.00 per shareupon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, of which no shares were outstanding as of the date of this Agreement. All of the outstanding Shares have been shall be duly authorized and are authorized, validly issued, fully paid and nonassessable. The Company has no Shares terms of the OSI Stock Option Plans permit the assumption or shares substitution of Class A Preferred options to purchase LRC Common Stock as provided in this Agreement, without the consent or Class B Preferred approval of the holders of such securities, the OSI stockholders, or otherwise and without any acceleration of the exercise schedule or vesting provisions in effect for those options. The terms of the OSI Purchase Plan permit the conversion of participants' rights thereunder to purchase OSI Common Stock reserved into rights to purchase LRC Common Stock, as described in Section 5.10(b), without the consent or approval of such participants or the OSI stockholders, or otherwise and without any acceleration of the exercise schedule in effect for issuancesuch rights. The current two-year "offering period" under the OSI Purchase Plan commenced on February 1, 1997 and, except that, as of January 14, 1998for the purchase rights granted on such commencement date to participants in the current offering period, there were 4,950,000 Shares reserved for issuance pursuant are no other purchase rights or options outstanding under the OSI Purchase Plan. True and complete copies of all agreements and instruments relating to or issued under the Company's 1986 OSI Stock Option PlanPlans or OSI Purchase Plan have been made available to LRC and such agreements and instruments have not been amended, Incentive Stock Plan and Nonqualified Stock Option Plan for Directorsmodified or supplemented, and Shares having there are no agreements to amend, modify or supplement such agreements or instruments in any case from the form made available to LRC. (b) OSI owns beneficially and of record, directly or through a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plansubsidiary, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each of the all 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, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of the Company, its subsidiaries free and clear of any security interest, claim, lien, pledge, security interestright, claim voting trust or proxy or other encumbranceencumbrance or restriction whatsoever. There are no obligations, contingent or otherwise, of OSI or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of OSI Common Stock or the capital stock of any OSI subsidiary or make any investment (in the form of a loan, capital contribution or otherwise), in any such subsidiary or any other entity other than guarantees of bank obligations of such subsidiaries entered into in the ordinary course of business. (c) Except as set forth in Section 2.2(a) or (b), there are no equity securities of any class of OSI or its subsidiaries, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth abovein Section 2.2(a) or (b), there are no preemptive or other outstanding rights, options, warrants, conversion equity securities, calls, rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements commitments or commitments agreements of any character to issue or sell any shares of capital stock or other securities of the Company which OSI or any of its Subsidiaries subsidiaries is a party or by which 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 them is bound obligating OSI or any of its Subsidiariessubsidiaries to issue, and no securities deliver or obligations evidencing such rights are authorizedsell, issued or outstanding. Except for the Warrantscause to be issued, the WH Options and the Debenturesdelivered or sold, the Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except additional shares of capital stock of OSI or any of its subsidiaries or obligating OSI or any of its subsidiaries to grant, extend, accelerate the Company's Subsidiariesvesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement, and to the knowledge of OSI, except for the Voting Agreements and related proxies contemplated by this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to the capital shares of OSI or its subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company ----------------- consists of 500,000,000 Shares and 50,000,000 Sharesshares of preferred stock, of which 27,554,547 Shares were outstanding as of no par value per share (“Company Preferred Stock”). At the close of business on January 14December 15, 19982004, 1,000,000 shares of Class A Preferred Stock(i) 237,789,891 Shares were issued and outstanding, par value $10.00 per share, all of which no shares were outstanding as of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The nonassessable and, except as provided in the Certificate of Incorporation, as amended, of the Company, free of preemptive rights, (ii) 26,029,740 Shares were held by the Company has no in its treasury, (iii) 9,411,565 Shares or shares of Class A Preferred Stock or Class B Preferred Stock were reserved for issuanceissuance pursuant to outstanding options to purchase Company Common Stock (the “Company Stock Options”) granted under the Company’s 2004 Long-Term Incentive Plan, except thatthe Company’s 2001 Long-Term Incentive Plan and the Company’s 1989 Long-Term Incentive Plan (together, and each as amended, the “Company Option Plans”), (iv) 88,850 Shares were reserved for issuance pursuant to outstanding restricted stock units (“Company RSUs”) under the Company Stock Plans, (v) 88,850 Shares were reserved for issuance pursuant to outstanding Company Performance Units and Company Performance Shares under the Company Stock Plans, (vi) 10,410,735 Shares were reserved for the grant of January 14additional awards under the Company Stock Plans (exclusive of clauses (vii) through (xii), 1998, there (vii) 100,000 Shares were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive ’s Stock Plan and Nonqualified Stock Option Plan for Outside Directors, and (viii) 100,000 Shares having a maximum aggregate offering price of $2,400,000 were reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option ’s Compensation Plan for Outside Directors, the "Stock Plans"), 700,000 (ix) 123,048 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to were reserved for issuance pursuant to the DebenturesCompany’s Thrift and Tax Deferred Savings Plan (the “Company Thrift Plan”), (x) 349,313 Shares were reserved for issuance pursuant to the Company’s Employee Savings Plan (the “Company Employee Savings Plan”), (xi) 1,044,195 Shares were reserved for issuance pursuant to the Company’s Dividend Reinvestment and Stock Purchase Plan (“Company DRIP”), (xii) 1,965,809 Shares were reserved for issuance pursuant to the Company’s Employee Stock Purchase Plan (the “Company ESPP” and together with the Company Option Plans, the Company Thrift Plan, the Company Employee Savings Plan, the Company DRIP, the Company’s Compensation Plan for Outside Directors and the Company’s Stock Plan for Outside Directors, the “Company Stock Plans”), (xiii) 14,200,000 Shares were reserved for issuance pursuant to the purchase contracts forming a part of the 9,200,000 issued and outstanding Company Equity Units and (xiv) 22,000 Shares were reserved for issuance pursuant to outstanding Company Stock Phantom Shares. The Company Disclosure Letter contains a correct Between 11,400,000 and complete list of each outstanding option 14,200,000 Shares are subject to purchase pursuant to the purchase contracts forming a part of Company Equity Units. 186,850 Shares of the outstanding Shares are restricted Shares still subject to forfeiture (“Company Restricted Shares”). As of the close of business on the date of this Agreement, except as set forth above, no Shares or shares of Company Preferred Stock were issued, reserved for issuance or outstanding, no awards or grants have been made under the Company Stock Plans (each a "Company Option"), including and there are not any phantom stock or other contractual rights the -------------- holder (each value of whom which is a current determined in whole or former director, officer or employee in part by the value of any capital stock of the Company or its Subsidiaries(other than the Company Cash Phantom Shares and Company Cash Dividend Equivalents) (“Company Stock Equivalents”), date of grant, exercise price and number of Shares subject thereto. Each of There are no outstanding stock appreciation rights with respect to the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is . Each outstanding Share is, and each Share which may be issued pursuant to the Company Stock Plans, the Company ESPP, the Company DRIP, the Company RSUs, the Company Performance Units, the Company Performance Shares or purchase contracts forming part of the Company Equity Units will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying sharesas set forth in the Certificate of Incorporation, owned by a direct or indirect wholly owned subsidiary as amended, of the Company, free not subject to preemptive rights. Other than the Company Common Stock and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth abovethe Company Preferred Stock, there are no preemptive other authorized classes of capital stock of the Company. There are no outstanding bonds, debentures, notes or other outstanding rightsindebtedness 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 the Company’s shareholders may vote (“Company Voting Debt”). The treatment of Company Stock Options and Company Stock-Based Awards contemplated by Section 7.2 is permitted under the plans and agreements under which they were issued. (b) As of the date of this Agreement, there are no securities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements or commitments undertakings of any kind to issue which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell any shares of capital stock or create, or cause to be issued, delivered or sold or created, additional Capital Stock, Company Stock Options, Company Voting Debt or other securities or Company Stock Equivalents of Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities Capital Stock of the Company or any of its Subsidiaries. There are no outstanding agreements to which the Company, and no securities its Subsidiaries or obligations evidencing such rights are authorized, issued any of their respective officers or outstanding. Except for directors is a party concerning the Warrants, the WH Options and the Debentures, the Company does not have outstanding voting of any 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 Capital Stock of the Company on or any matter ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's its Subsidiaries.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 50,000,000 200,000,000 common shares, no par value (the “Common Shares”), 200,000,000 Series A Preferred Shares, of which 27,554,547 no par value (the “Series A Preferred Shares” and together with the Common Shares, the “Units”), 240,000 Series B Convertible Preferred Shares, no par value (the “Series B Convertible Shares”) and 15,000,000 other preferred shares (the “Other Preferred Shares”). On the date hereof, (i) 45,320,278 Common Shares, 45,320,278 Series A Preferred Shares, 240,000 Series B Convertible Shares and no Other Preferred Shares were issued and outstanding, (ii) 2,708,409 Units were available for issuance under the Stock Incentive Plans, and (iii) 235,047 Units were reserved for issuance upon exercise of outstanding stock options to purchase Units granted under the Stock Incentive Plans or otherwise (the “Company Options”). The 240,000 outstanding Series B Convertible Shares are convertible into a total of 2,907,415 Common Shares for a total of 48,227,693 Shares outstanding. Schedule 3.1(c) of the Company Disclosure Letter is a true and complete list, as of the close of business on January 14, 1998, 1,000,000 shares of Class A Preferred Stock, par value $10.00 per sharedate hereof, of which no shares were all outstanding as options under the Stock Incentive Plans, the number of Units subject to each such option, the exercise price, date of grant and the names and addresses of holders thereof. On the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding except as of the date of set forth above in this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"Section 3.1(c), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each of the outstanding no shares of capital stock or other voting securities of each the Company were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company's Subsidiaries is Company are duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrancenot subject to preemptive rights. Except (A) for the Series A Preferred Shares, the Series B Convertible Shares and the Company Options, (B) as set forth abovein Schedule 3.1(c) to the Company Disclosure Letter, and (C) as otherwise permitted under Section 4.1, there are no preemptive or other outstanding rightssecurities, options, warrants, conversion rights, stock appreciation rights, redemption warrants, calls, rights, repurchase rightscommitments, agreements, arrangements or commitments undertakings of any kind to issue which the Company or sell 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 stock, voting securities or other securities ownership interests of the Company or any of its Subsidiaries Company Subsidiary 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 obligating the Company or any of its SubsidiariesCompany Subsidiary to issue, and no securities grant, extend or obligations evidencing enter into any such rights are authorizedsecurity, issued option, warrant, call, right, commitment, agreement, arrangement or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiariesundertaking.

Capital Structure. (a) The authorized capital stock of the Company ----------------- consists of 50,000,000 Shares, of which 27,554,547 Shares were outstanding as of the close of business on January 14, 1998, 1,000,000 60,000,000 shares of Class A Preferred StockCompany Common Stock and 10,000,000 shares of preferred stock, par value $10.00 0.001 per shareshare ("Company Preferred Stock"). Of the 10,000,000 shares of Company Preferred Stock that are authorized for issuance, 1,000,000 shares have been designated as Series A Junior Participating Preferred Stock and have been reserved for issuance under the Company's Rights Agreement, dated as of October 17, 2002, between the Company and Mellon Investor Services LLC, as amended (the "Rights Agreement"). As of the date hereof, (i) 15,939,155 shares of Company Common Stock are issued and outstanding (none of which are subject to repurchase options in favor of the Company by reason of having been originally issued as restricted shares), (ii) 233,731 shares of Company Common Stock are issued and held by the Company in its treasury and (iii) no shares were of Company Preferred Stock are issued and outstanding, or issued and held by the Company in its treasury. The Company has delivered to Parent a true, complete and correct schedule setting forth the number of shares of Company Common Stock held by each registered holder thereof as of April 16, 2004, and since such date the Company has not issued any securities (including derivative securities) except for any shares of Company Common Stock issued upon exercise of Options outstanding as under the Stock Plans prior to such date. (b) As of the date of this Agreement, Agreement and 1,000,000 regarding options to purchase shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Common Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to (each an "Option") under the Company's 1986 1993 Stock Option Option/Stock Issuance Plan (the "1993 Plan, Incentive Stock Plan and Nonqualified ") or Special Non-Officer Stock Option Plan for Directors, (the "1997 Plan" and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option the 1993 Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans")): (i) The Company has reserved 6,200,000 shares of Company Common Stock for issuance to employees, 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX consultants and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance directors pursuant to the Debentures. 1993 Plan, of which (i) 1,146,632 vested shares have been issued pursuant to option exercises, (ii) 2,982,268 shares are subject to outstanding, unexercised options, and (iii) 678,893 shares remain available for issuance thereunder; (ii) The Company Disclosure Letter contains a correct has reserved 675,000 shares of Company Common Stock for issuance to non-officer and complete list non-director employees pursuant to the Company's 1997 Plan, of each which (i) 61,348 vested shares have been issued pursuant to option exercises, (ii) 375,808 shares are subject to outstanding, unexercised options, and (iii) 237,844 shares remain available for issuance thereunder; and (iii) There are outstanding option Share Rights Awards for the issuance of 339,897 shares of Company Common Stock, which such number of shares the Company has reserved for issuance thereunder. (c) All outstanding shares of the Company's capital stock were duly authorized, validly issued, and are fully paid and nonassessable and not subject to or issued in violation of any purchase Shares option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of the Stock Plans (each a "DGCL, the Company's Certificate of Incorporation, Bylaws or any Contract to which the Company Option"), including the -------------- holder (each of whom is a current party or former director, officer or employee otherwise bound. None of the Company outstanding shares of the Company's capital stock has been issued in violation of any federal or its Subsidiaries), date of grant, exercise price and number of Shares subject theretostate securities laws. Each All of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is were duly authorized, validly issued, and are fully paid and nonassessable andnonassessable, except for and all such shares (other than directors' qualifying sharesshares in the case of foreign Subsidiaries, all of which are scheduled on Section 3.3(c) of the Company Disclosure Schedule) are owned by the Company or a direct Subsidiary of the Company free and clear of all Liens. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of the Company or indirect wholly owned subsidiary any of its Subsidiaries. (d) The Company Common Stock and the Rights (as such term is defined in the Rights Agreement) constitute the only classes of securities of the Company or its Subsidiaries registered or required to be registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (e) The Company is not a party to or bound by any agreement with respect to the voting (including voting trusts or proxies), registration under the Securities Act, or sale or transfer (including agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or "drag-along" rights) of any securities of the Company or its Subsidiaries. To the Knowledge of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above, there are no preemptive agreements among other parties, to which the Company is not a party and by which it is not bound, with respect to the voting (including voting trusts or other outstanding proxies) or sale or transfer (including agreements relating to rights of first refusal, co-sale rights or "drag-along" rights) of any securities of the Company or its Subsidiaries. (f) Except as described in this Section 3.3 or as contemplated by Sections 2.1(d) or 2.1(e), options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of no capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations security convertible or exchangeable into or exercisable forfor such capital stock, is issued, reserved for issuance or outstanding as of the date of this Agreement. Except as described in this Section 3.3 or as contemplated by Sections 2.1(d) or 2.1(e), there are no options, preemptive rights, warrants, calls, rights, commitments or agreements of any kind to which the Company or any of its Subsidiaries is a party, or giving by which the Company or any Person a right of its Subsidiaries is bound, obligating the Company or any of it Subsidiaries to subscribe issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or accelerate the vesting of or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. Except for the Company's repurchase rights with respect to unvested shares issued under the Stock Plans, there are no rights or acquireobligations, any securities contingent or otherwise (including rights of first refusal in favor of the Company), 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 or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other Person. There are no registration rights or other agreements or understandings to which the Company or any of its Subsidiaries is a party or by which it or they are bound with respect to any capital stock of the Company or any of its Subsidiaries. (g) The Board of Directors of the Company has taken all action necessary (including resolving to amend the Rights Agreement prior the date hereof, and no securities or obligations evidencing a copy of such rights are authorized, issued or outstanding. Except for amendment has been provided to Parent prior to the Warrants, date hereof) in order to render the WH Options Rights Agreement and the DebenturesRights inapplicable to the Merger and the other transactions contemplated by this Agreement with the effect that (A) no "Distribution Date" (as such term is defined in the Rights Agreement) has occurred or will occur as a result of the approval, execution or delivery of this Agreement or the consummation of the Merger and the other transactions contemplated hereby, (B) neither Parent nor Merger Sub has become or will be an "Acquiring Person" (as such term is defined in the Rights Agreement) solely as a result of entering into, performing the terms of or consummating the transactions contemplated by this Agreement, (C) the "Expiration Date" (as such term is defined in the Rights Agreement) will occur at the moment in time immediately prior to the occurrence of the Effective Time, and (D) the Rights Agreement will otherwise be inapplicable to Parent and Merger Sub while this Agreement is in effect with respect to performing the terms of or consummating the transactions contemplated by this Agreement. (h) Notwithstanding the proxy statement delivered by the Company to its stockholders, and any approvals obtained at or in connection with the Company's 2004 annual stockholders meeting, the Company does not have outstanding any bondsobligation to, debenturesand does not intend to, notes implement, establish 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of put in place the Company's Subsidiaries2004 Employee Stock Purchase Plan proposed for approval thereat.

Capital Structure. (a) The authorized capital stock of the Company ----------------- consists of 50,000,000 175,000,000 Shares and 25,000,000 shares of preferred stock, par value $0.01 (the “Company Preferred Stock” and, together with the Shares, of which 27,554,547 Shares were outstanding as of the “Company Capital Stock”). At the close of business on January 14September 5, 19982018, 1,000,000 (i) 36,968,909 Shares were issued and outstanding, (ii) no shares of Class A Company Preferred StockStock were issued and outstanding, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has (iii) no Shares were held by the Company in its treasury, (iv) 3,804,345 Shares were reserved and available for issuance pursuant to the Company Stock Plan, including (A) 602,763 Shares issuable upon vesting or shares settlement of Class A Preferred Stock outstanding Company RSUs (whether or Class B Preferred Stock reserved for issuance, except that, as not vested) and (B) 579,083 Shares issuable upon vesting or settlement of January 14, 1998, there outstanding Company PSUs (whether or not vested) and (v) 1,000,000 Shares were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 ’s Employee Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Purchase Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"“ESPP”), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options . Except as set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"this Section 3.3(a), and 2,395,834 Shares subject to issuance pursuant to at the Debentures. The Company Disclosure Letter contains a correct and complete list close of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option")business on September 5, including the -------------- holder (each of whom is a current or former director2018, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each of the outstanding no shares of capital stock or voting securities of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. From the close of business on September 5, 2018 to the date of 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 Shares upon the vesting or settlement of Company RSUs or Company PSUs, in each case outstanding at the close of business on September 5, 2018 and in accordance with their terms in effect at such time. (b) All outstanding shares of Company Capital Stock are, and, at the time of issuance, all such shares that may be issued upon the exercise or vesting of the Company's Subsidiaries is Company RSUs or Company PSUs will be, duly authorized, validly issued, fully paid and nonassessable andand not subject to, except for directors' qualifying sharesor issued in violation of, owned by a direct any purchase option, call option, right of first refusal, preemptive right, subscription right or indirect wholly owned subsidiary any similar right under any provision of the CompanyDGCL, free and clear of the Company Charter, the Company Bylaws, any lienContract to which the Company is a party or otherwise bound, pledge, security interest, claim or other encumbranceby applicable Law. Except as set forth above, above in this Section 3.3 there are no preemptive issued, reserved for issuance or other outstanding, and there are no outstanding rights, 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 obligations of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of its Subsidiaries the Company or any securities Company Subsidiary 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 Company Subsidiary convertible into or exchangeable or exercisable for shares of its Subsidiariescapital stock or voting securities of, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debenturesother equity interests in, the Company does 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 the capital stock of the Company 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. Other than (1) the withholding of Shares to satisfy Tax obligations with respect to awards granted pursuant to the Company Stock Plan and (2) the acquisition by the Company of awards granted pursuant to the Company Stock Plan in connection with the forfeiture of such awards, there are not have any outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of the Company or any Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. There are no bonds, debentures, notes or other obligations Indebtedness of the holders of which have Company 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 matter may vote ("collectively, “Company Voting Debt"”). The Other than as contemplated by this Agreement, neither the Company is ----------- not nor any of the beneficial owner of Company Subsidiaries nor any equity securities, except shares of capital stock of the Company's ’s stockholders is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, the Company. Neither the Company nor any of the Company Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company or any of the Company Subsidiaries. (c) No Subsidiary of the Company owns any Shares. (d) Neither the Company nor any Company Subsidiary or associates (as defined in Section 203 of the DGCL) owns, or has owned at any time within the past three (3) years, any shares of Parent Common Stock.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 50,000,000 100,000,000 Common Shares, of which 27,554,547 42,300,775 Common Shares were outstanding as of the close of business on January 14February 27, 1998, 1,000,000 and 10,000,000 shares of Class A Preferred Stock, no par value $10.00 per sharevalue, of which no (i) 350,000 shares have been authorized as Series A Participating Preferred Stock and 1,000,000 shares have been authorized as Series C Participating Preferred Stock, none of which were outstanding as of the date of this AgreementDecember 21, 1997 and 1,000,000 (ii) 2,300,000 shares of Class B have been authorized as Preferred Stock, par value $10.00 per shareShares, of which no shares 2,115,950 Preferred Shares were outstanding as of the date of this AgreementFebruary 27, 1998. All of the outstanding Common Shares and Preferred Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares commitments to issue or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuancedeliver Common Shares, except that, as of January 14February 27, 1998, there were 4,950,000 approximately 4,713,000 Common Shares reserved for subject to issuance (i) pursuant to the Company's 1986 1997 Equity Incentive Plan, 1994 Amended and Restated Directors' Deferred Compensation Plan, 1994 Key Executive Debenture Plan, 1994 Non-Employee Directors' Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 1994 Senior Management Stock Option Plan, 1991 Stock Option/Restricted Stock Plan, 1991 Stock Incentive Plan, and 1987 Executive Stock Option/Dividend Accrual Plan and Nonqualified Stock Option Plan for Directors(collectively, the "Company Stock Plans"), 700,000 Shares ----------- subject to issuance ) and (ii) upon exercise conversion of the warrants (the "Warrants") issued under -------- the Warrant AgreementPreferred Shares. The Company has no commitments to issue or deliver preferred shares, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise except that as of the options set forth in the First Option Agreement and Second Option Agreementdate hereof, each dated as there were shares of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares Series A Participating Preferred Stock subject to issuance pursuant to the DebenturesRights Agreement, as amended and restated as of November 14, 1990, and as further amended, between the Company and ChaseMellon Shareholder Services, LLC (as successor to Manufacturers Hanover Trust Company), as Rights Agent (the "Rights Agreement") and as of the date hereof, there were shares of Series C Participating Preferred Stock subject to issuance pursuant to the Rights Agreement, dated as of February 19, 1998, between the Company and ChaseMellon Shareholder Services, LLC, as Rights Agent (the "New Rights Agreement"). The Company Disclosure Letter contains a correct and complete list as of December 21, 1997 of each outstanding option to purchase or acquire Common Shares under each of the Company Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former directorplan, officer or employee of the Company or its Subsidiaries)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, except for directors' qualifying shares, and owned by the Company or a direct or indirect wholly wholly-owned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rights, 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 Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the DebenturesConvertible Notes, the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or or, except as referred to in this subsection (b), convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiaries.

Capital Structure. The (i) As of the date of this Agreement, the authorized capital stock of the Company ----------------- consists of 50,000,000 Shares(A) 200,000,000 shares of Company Common Stock, of which 27,554,547 Shares were outstanding as of not more than 46,591,000 shares plus no more than 600,000 shares issued pursuant to the close of business on January 14Company's Employee Stock Purchase Plan since December 31, 19981998 are outstanding, 1,000,000 and (B) 2,000,000 shares of Class A Preferred Stockpreferred stock, par value $10.00 .01 per share, of which no shares were are outstanding. All issued and outstanding as shares of the capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. As of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stockthere are no outstanding options, par value $10.00 per share, of which no shares were outstanding as of warrants or other rights to acquire capital stock from the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance other than (C) rights issued pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Rights Agreement and Second Option Agreement, each dated as of March 28November 7, 1995, 1989 between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ BankBoston, N.A., as amended and restated as of August 12, 1992, amended as of August 24, 1992, and amended and restated as of March 7, 1999 (as amended, the "WH OptionsCOMPANY RIGHTS AGREEMENT"), ) and 2,395,834 Shares subject to issuance pursuant to (D) options representing in the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option aggregate the right to purchase Shares not more than 11,293,000 shares of Company Common Stock under the Stock Plans Company Equity Plans. (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee ii) All of the Company or its Subsidiaries), date of grant, exercise price issued 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 are duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, and are owned by a direct or indirect wholly owned subsidiary of the Company, free and clear of any lienliens, pledgepledges, security interestinterests, claim claims, encumbrances, restrictions, preemptive rights or any other encumbrance. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell claims of any shares of capital stock or other securities third party ("LIENS"). (iii) As of the Company or any date of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forthis Agreement, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any bonds, debentures, notes or other obligations indebtedness of the holders of which have Company having the right to vote on any matters on which stockholders may vote ("COMPANY VOTING DEBT") are issued or convertible into outstanding. (iv) Except as otherwise set forth in this Section 3.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or exercisable for undertakings of any kind to which the Company or its Subsidiaries is a party or by which any of them is bound obligating the Company or a Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities having the right to vote) with the stockholders of the Company on or such Subsidiary or obligating the Company or such Subsidiary to issue, grant, extend or enter into any matter ("Voting Debt")such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. The As of the date of this Agreement, there are no outstanding obligations of the Company is ----------- not the beneficial owner of or any equity securitiesSubsidiary to repurchase, except redeem or otherwise acquire any shares of capital stock of the Company's SubsidiariesCompany or such Subsidiary. Immediately prior to the consummation of the Offer and Merger, no shares of Company Common Stock or other securities of the Company will be issuable pursuant to the Company Rights Agreement, and, immediately after the Effective Time, the Surviving Corporation will, assuming the execution of releases by holders of outstanding Company stock options as described in Section 5.11, have no obligation to issue, transfer or sell any shares of common stock of the Surviving Corporation pursuant to any compensation and benefit plan.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 50,000,000 Shares30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock (the "Preferred Stock"), of which 27,554,547 Shares were outstanding 820,513 shares of Preferred Stock have been designated as of the ESOP Preferred Stock. At the close of business on January 1431, 19981997, 1,000,000 (i) 5,961,665 shares of Class A Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, and (ii) 786,869.1221 shares of ESOP Preferred Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights. As of the date of this Agreement, except for (i) 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) the 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 or 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 or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or any Subsidiary or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right or agreement. Except as set forth in the Company Letter and except in respect of the ESOP Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), 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, except for directors' qualifying shares, 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 set forth above, there are no preemptive or other outstanding rights, 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 contractual obligations of the Company or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire 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, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company or (ii) to vote or to dispose of any shares of the capital stock of any of the Company's Subsidiaries.

Capital Structure. The (i) As of the date hereof, the authorized capital stock of the Company ----------------- consists of 50,000,000 Shares30,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, of which 27,554,547 Shares were outstanding as of par value $.01 per share (the "Company Preferred Stock"). At the close of business on January 14June 15, 1998, 1,000,000 8,620,203 shares of Class A Preferred StockCompany Common Stock were issued and outstanding, par value $10.00 per share, all of which were validly issued, fully paid and nonassessable, and free of preemptive rights. As of the date hereof: (A) no shares were outstanding of Company Common Stock are held in the treasury of the Company or PL; (B) 1,487,664 shares of Company Common Stock are reserved for future issuance pursuant to the Company Stock Option Plans; (C) 25,000 shares are reserved for issuance under the Company Warrant; (D) 727,518 shares are reserved for issuance under that certain Common Stock Investment Agreement dated as of January 21, 1998 between Promethean Investment Group L.L.C. (the "Investor") and the Company (the "Common Stock Investment Agreement"); (E) 70,516 shares are reserved for issuance under the Company Employee Stock Purchase Plan; and (F) 30,000 shares are reserved for issuance under the 401(k) Plan of the Company (the "Company 401(k) Plan"). The Company Stock Option Plans, the Company Warrant, the Common Stock Investment Agreement, the Company Employee Stock Purchase Plan and the Company 401(k) Plan are the only benefit plans or arrangements of the Company or PL under which any securities of the Company or PL are issuable. No shares of Company Preferred Stock are issued and outstanding. As of the date of this Agreement, and 1,000,000 except as set forth above, no shares of Class B Preferred Stockcapital stock or other voting securities of the Company or PL are issued, par value $10.00 per share, of which no shares were outstanding as reserved for issuance or outstanding. As of the date of this Agreement. All , except for stock options covering not in excess of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or 1,220,097 shares of Class A Preferred Company Common Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to issued under the Company's 1986 Company Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan Plans (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directorscollectively, the "Company Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), the Company Warrant and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option rights to purchase Shares covering approximately 10,000 shares of Company Common Stock under the Company Employee Stock Purchase Plans (each a "and the Company's matching contribution obligations under the 401(k) Plan, there are no options, warrants, calls, rights or agreements to which the Company Option"), including the -------------- holder (each of whom or PL is a current party or former directorby which either of them is bound obligating the Company or PL to issue, officer deliver or employee sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each of the outstanding shares of capital stock PL or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, 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 set forth above, there are no preemptive or other outstanding rights, 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 obligating the Company or PL to grant, extend or enter into any of its Subsidiaries such option, warrant, call, right 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, and no securities or obligations evidencing such rights are authorized, issued or outstandingagreement. Except for the Warrants, the WH Options and the Debentures, the The Company does not have any outstanding any 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 matter. There are no obligations, contingent or otherwise, of the Company to ("Voting Debt"). The Company is ----------- not the beneficial owner of x) repurchase, redeem or otherwise acquire any equity securities, except shares of Company Common Stock or other capital stock of the Company's Subsidiaries, or the capital stock or other equity interests of PL; (y) (other than advances to PL in the ordinary course of business) provide material funds to, or make any material investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of, PL or any other Person; or (z) make payment of any Shortfall Compensation (as defined in the Common Stock Investment Agreement) to the Investor. The Company contributed 4,651 shares of Company Common Stock to the Company 401(k) Plan in respect of the plan year ended December 31, 1997. (ii) The Company has made available to the Parent complete and correct copies of the Company Stock Option Plans, the Company Employee Stock Purchase Plan, the Common Stock Investment Agreement, the Company 401(k) Plan and the Company Warrant. Schedule 3.1(b) sets forth a --------------- complete and accurate list of (A) all Company Stock Options outstanding as of the date of this Agreement and (B) the exercise price of each outstanding Company Stock Option.

Capital Structure. The (i) As of December 16, 1999, the authorized capital stock of the Company ----------------- consists PNU consisted of 50,000,000 Shares, (A) 1,500,000,000 shares of PNU Common Stock of which 27,554,547 Shares 519,388,807 shares were outstanding as and 8,353 shares were held in the treasury of the close of business on January 14, 1998, 1,000,000 PNU and (B) 100,000,000 shares of Class A Preferred Stock, par value $10.00 0.01 per share, of which no (1) 7,500 shares were outstanding have been designated as Series A Convertible Perpetual Preferred Stock, par value $0.01 per share (the "PNU Convertible Preferred Stock"), of which 6,697.920285 (as of December 15, 1999) shares of PNU Convertible Preferred Stock were outstanding, and (2) 5,193,888 shares have been authorized as Participating Preferred Stock and reserved for issuance upon exercise of the rights (the "PNU Rights") distributed to the holders of PNU Common Stock pursuant to the Rights Agreement dated as of March 4, 1997 between PNU and Harr▇▇ ▇▇▇st & Savings Bank, as Rights Agent (the "PNU Rights Agreement"). As of December 16, 1999, PNU had reserved or has available 9,711,984 shares of PNU Common Stock for issuance upon conversion of the PNU Convertible Preferred Stock. Since December 16, 1999 to the date of this Agreement, and 1,000,000 there have been no issuances of shares of Class B the capital stock of PNU or any other securities of PNU other than issuances of shares (and accompanying PNU Rights) upon conversion of the PNU Convertible Preferred Stock, par value $10.00 per share, of which no shares were Stock or pursuant to options or rights outstanding as of December 16, 1999 under the date of this AgreementPNU Stock Incentive Plans. All of the outstanding Shares have been duly authorized issued and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each of the outstanding shares of the capital stock or other securities of each of the Company's Subsidiaries is PNU are duly authorized, validly issued, fully paid and nonassessable andnonassessable, except for directors' qualifying shares, 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 set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares class of capital stock is entitled to preemptive rights. There were outstanding as of December 16, 1999 no options, warrants or other securities of rights to acquire capital stock from PNU other than (x) the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forPNU Rights, or giving any Person a (y) the PNU Convertible Preferred Stock and (z) options and other rights representing in the aggregate the right to subscribe for purchase no more than 26, 770, 608 shares of PNU Common Stock (collectively, the "PNU Stock Options") (including stock appreciation rights (the "PNU SARs") and deferred shares of PNU Common Stock (the "PNU Deferred Shares")), in each case granted under the Pharmacia & Upjohn, Inc. Long-Term Incentive Plan, the Pharmacia & Upjohn, Inc. Equity Compensation Plan and the Pharmacia & Upjohn, Inc. Directors Equity Compensation and Deferral Plan (collectively, the "PNU Stock Incentive Plans"). No options or acquire, any securities of the Company warrants or any of its Subsidiaries, and no securities or obligations evidencing such other rights are authorized, to acquire capital stock from PNU have been issued or outstanding. Except for granted since December 16, 1999 to the Warrants, the WH Options and the Debentures, the Company does not have outstanding any date of this Agreement. (ii) No bonds, debentures, notes or other obligations the holders indebtedness of which have PNU having the right to vote (or convertible into or exercisable for securities having the right to vote) with the on any matters on which stockholders of the Company on any matter PNU may vote ("PNU Voting Debt") are issued or outstanding. (iii) Except for the 12% Senior Convertible Notes of Sugen, Inc. due 2002 and warrants to acquire $2,656,250 principal amount of such 12% Senior Convertible Notes or as otherwise set forth in this Section 3.1(b). The Company is ----------- not , as of the beneficial owner date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any equity securitieskind to which PNU or any of its Subsidiaries is a party or by which any of them is bound obligating PNU or any of its Subsidiaries to issue, except deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of PNU or any of its Subsidiaries or obligating PNU or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of PNU or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company's PNU or any of its Subsidiaries.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 50,000,000 Shares25,000,000 shares of Common Stock and 7,000,000 shares of Preferred Stock, $.10 par value per share. Of the 7,000,000 shares of which 27,554,547 Shares were outstanding Preferred Stock authorized, 1,500,000 shares have been designated Series A Junior Participating Preferred Stock (the "Series A Stock") and 2,138,702 shares have been designated as of Series B Preferred Stock (the close of business on January 14"Series B Stock"). At July 31, 1998, 1,000,000 there were 13,244,415 shares of Class A Preferred StockCommon Stock issued and outstanding, par value $10.00 per share, of which no shares were outstanding as of the date of this AgreementSeries A Stock issued and outstanding, and 1,000,000 2,138,702 shares of Class Series B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this AgreementStock issued and outstanding. All of the such issued and outstanding Shares shares have been duly authorized and validly 4 issued and are validly issued, fully paid and nonassessablenon-assessable and no issued and outstanding shares are subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws or any agreement to which the Company is a party or by which the Company may be bound. All outstanding shares of the Company's capital stock have been issued in compliance with applicable federal and state securities laws. The Company has no Shares or reserved for issuance shares of Class A Preferred Common Stock or Class B Preferred Stock reserved for issuancein connection with the following options and convertible securities: (i) 3,000,000 shares of Common Stock, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 1985 Stock Option Plan, Incentive Stock Plan of which, at July 31, 1998, options to purchase 2,240,650 shares were outstanding and Nonqualified Stock Option Plan 234,036 shares remain available for Directorsissuance pursuant to options that may be granted under such Plan; (ii) 60,000 shares of Common Stock, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan 1994 Stock Award Plan, of which, at July 31, 1998, 2,600 shares remained available for future awards; (such planiii) 2,300,000 shares of Common Stock, collectively with such 1986 reserved for issuance pursuant to the Company's 1998 Stock Option Plan, Incentive Stock Plan of which, at July 31, 1998, options to purchase 27,000 shares were outstanding and Nonqualified Stock Option Plan 2,273,000 shares remain available for Directors, the "Stock Plans"), 700,000 Shares ----------- subject issuance pursuant to issuance upon exercise options that may be granted under such Plan. 1,500,000 shares of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to Series A Stock have been reserved for issuance pursuant to the DebenturesRights Agreement. The Company Disclosure Letter contains a correct and complete list of each Except as set forth on Schedule 2.2, there are no other options, warrants, conversion privileges or other contractual rights presently outstanding option or in existence to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee otherwise acquire any authorized but unissued shares of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each of the outstanding shares of Company's capital stock or other securities of each of or the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, 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 set forth above, there are no preemptive or other outstanding rights, 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 Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's SubsidiariesSubsidiary.

Capital Structure. (i) The authorized capital stock of the Company ----------------- consists of 50,000,000 500,000,000 Company Shares. As of April 30, 1998, 180,000,000 Company Shares were outstanding, of which 27,554,547 Shares 1,645,973 were outstanding as of held in the close of business on January 14treasury relating to options issued pursuant to the PolyGram N.V. Share Option Scheme 1990, 1998the PolyGram N.V. Share Option Scheme 1995, 1,000,000 shares of Class A Preferred Stockthe U.K.-Approved Share Option Scheme 1990, par value $10.00 per sharethe U.K.- Approved Share Option Scheme 1995, of which no shares were outstanding as of the Netherlands Share Option Scheme 1990 and the Netherlands Share Option Scheme 1995 (collectively, the "SHARE OPTION SCHEMES"). Since April 30, 1998 to the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement. All of the outstanding Shares there have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or issuances of shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each of the outstanding shares of capital stock or any other securities of each of the Company's Subsidiaries is . All Company Shares are duly authorized, validly issued, fully paid and nonassessable andnonassessable, except for directors' qualifying sharesand no class of shares is entitled to preemptive rights, owned other than as provided by a direct or indirect wholly owned subsidiary Dutch Law. There were outstanding as of the CompanyApril 30, free and clear of any lien1998 no options, pledge, security interest, claim warrants or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments of any character to acquire shares from the Company, other than options representing in the aggregate the right to acquire 4,186,328 Company Shares pursuant to the Share Option Schemes. Since April 30, 1998 to the date of this Agreement, no options or warrants or other rights to acquire shares of the Company have been issued or granted and no agreements or commitments have been entered into by the Company to issue or sell any shares of the Company. 22 15 (ii) All issued and outstanding shares of capital stock stock, partnership interests, membership interests, joint venture interests and other equity interests of each of the Company's material Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares are owned by the Company or another Subsidiary of the Company free and clear of all Encumbrances, in each case other than as provided by Law or the terms of any applicable partnership or similar agreement as in effect on the date hereof. (iii) No bonds, debentures, notes or other indebtedness of the Company having the right to vote on any matters on which shareholders may vote ("COMPANY VOTING DEBT") are issued or outstanding. (iv) Except as otherwise set forth in this Section 3.1(e) or as permitted by this Agreement, and other than, in the case of the Company's non-material Subsidiaries, pursuant to the terms of any partnership or similar agreement in effect on the date hereof, and other than as provided by Law, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any shares or other voting securities of the Company or any of its Subsidiaries or obligating the Company or any securities of its Subsidiaries to issue, grant, extend or obligations convertible enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or exchangeable into undertaking. There are no commitments, agreements, arrangements or exercisable for, or giving undertakings of any Person a kind relating to the Company's right to subscribe for vote or acquiredispose of shares or other voting securities of the Company or its Subsidiaries, other than, in the case of its Subsidiaries, pursuant to the terms of the articles of organization, by-laws or other organizational document of such entity (including such entity's partnership agreement, if such entity is a partnership) in effect on the date hereof, and other than as provided by Law. Except as permitted by this Agreement, there are no outstanding obligations of the Company or any securities of its Subsidiaries to repurchase, redeem or otherwise acquire any shares or other equity interests of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorizedother than, issued or outstanding. Except for in the Warrantscase of non-material Subsidiaries, pursuant to the WH Options and the Debenturesterms of its articles of organization, the Company does not have outstanding any bonds, debentures, notes by-laws or other obligations organizational document of such entity (including such entity's partnership agreement if such entity is a partnership) in effect on 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securitiesdate hereof, except shares of capital stock of the Company's Subsidiariesand other than as provided by Law.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 50,000,000 Shares115,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock, without par value, of the Company (the "Company Authorized Preferred Stock"), of which 27,554,547 Shares were outstanding 175,000 shares have been designated as of the close of business on January 14, 1998, 1,000,000 shares of Class Series A Junior Participating Preferred Stock, par value $10.00 1.00 per shareshare (the "Company Junior Preferred Stock"). At the close of business on November 20, of which no shares were outstanding as of the date of this Agreement, and 1,000,000 1997: (i) 54,883,087 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares Company Common Stock were outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized issued and are validly issued, fully paid and nonassessable. The Company has no Shares or outstanding; (ii) 8,405,267 shares of Class A Company Common Stock were issued and held by the Company in its treasury; (iii) 175,000 shares of Company Junior Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Rights Agreement; (iv) 13,065,951 shares of Company Common Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 were reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan stock-based plans identified in Section 3.2(c) of the Company Disclosure Schedule (such planplans, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directorscollectively, the "Company Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants which (the "Warrants"A) issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares 8,678,216 shares are subject to issuance pursuant to outstanding employee or director stock options granted under the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option Stock Plans, (B) up to 55,000 shares are subject to purchase Shares under the Company's 1997 Employee Stock Plans Purchase Plan (each a 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 Option"), including the -------------- holder (each of whom is a current Authorized Preferred Stock have been designated or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject theretoissued. Each of the All outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is Company are, and all shares thereof which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrancenot subject to preemptive rights. Except as set forth abovein 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 Options or as permitted by Section 4.1(a), (x) there are no preemptive not issued, reserved for issuance or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell (A) any shares of capital stock or other voting securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forCompany, or giving any Person a right to subscribe for or acquire, (B) any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or subsidiary convertible into or exchangeable or exercisable for securities having the right to vote) with the stockholders of the Company on any matter ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock or voting securities of the Company's Subsidiaries., (C) any warrants, calls, options or other rights to acquire from the Company or any Company subsidiary, and any obligation of the Company or any Company subsidiary to issue, any capital stock,

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company ----------------- consists of 50,000,000 Shares160,000,000 shares of Common Stock, of which 27,554,547 Shares were 57,899,318 shares are issued and outstanding as of the close of business on January 14July 20, 19982009, 1,000,000 and 3,000,000 shares of Class A Preferred Stockpreferred stock, no par value $10.00 per share, of which no shares were are issued and outstanding as of the date July 20, 2009. As of this AgreementJuly 20, and 1,000,000 2009, there are 2,564,396 shares of Class B Preferred Common Stock subject to outstanding options to acquire Common Stock, par value $10.00 per share4,456,987 shares of Common Stock deliverable pursuant to outstanding restricted stock units, 6,965,858 shares of which no shares were outstanding as Common Stock issuable upon the exercise of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issuedSeries B Yucaipa Warrants, fully paid and nonassessable. The Company has no Shares or 6,965,858 shares of Class A Preferred Stock or Class B Preferred Common Stock reserved for issuanceissuance upon the exercise of the Series B Yucaipa Warrants, except that686,277 shares of Common Stock issuable upon the exercise of the ChaseMellon Warrants, as 686,277 shares of January 14, 1998, there were 4,950,000 Shares Common Stock reserved for issuance pursuant to upon the Company's 1986 exercise of the ChaseMellon Warrants, 11,278,999 shares of Common Stock Option Planissuable upon the conversion of the Convertible Notes, Incentive 11,278,999 shares of Common Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to upon the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise conversion of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX Convertible Notes and Rust International Inc., 1,000,000 Shares subject no stock equivalent units linked to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject theretoCommon Stock. Each share of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries Common Stock is duly authorized, validly issued, fully paid and nonassessable andnonassessable. The Shares, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary and the Common Stock issuable upon conversion of the CompanyInvestor Shares (the “Underlying Securities”), have been duly authorized and reserved, and the Shares will, and upon conversion of the Shares in accordance with the Convertible Preferred Articles Supplementary, the Underlying Securities, will (i) be validly issued, fully paid and nonassessable, (ii) not have been 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 Maryland General Corporation Law, the Charter or By-Laws of the Company or any Contract to which the Company or any of its material subsidiaries is a party or by which any of its or their respective assets are bound and (iii) be free and clear of any lienall Encumbrances. Other than the Convertible Notes, pledge, security interest, claim or other encumbrancethe Company has no Voting Debt. Except as set forth above, in Section 2.03(a) of the Company Disclosure Letter or as expressly contemplated by this Agreement there are no preemptive or other (A) outstanding rightsobligations, options, warrants, conversion convertible securities, exchangeable securities, securities or rights that are linked to the value of the Common Stock or other rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements agreements or commitments relating to the capital stock of the Company or obligating the Company to issue or sell or otherwise transfer shares of capital stock of the Company or any securities convertible into or exchangeable for any shares of capital stock or other securities of the Company or any Voting Debt of its Subsidiaries or any securities or the Company, (B) outstanding obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company to repurchase, redeem or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except otherwise acquire shares of capital stock of the Company's Subsidiaries, (C) voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of shares of capital stock of the Company (but only to the Company’s knowledge with respect to any such agreements to which the Company is not a party) or (D) rights of first refusal, preemptive rights, subscription rights or any similar rights under any provision of the Maryland General Corporation Law, the Charter or By-Laws or any Contract to which the Company is a party or by which any of its assets are bound. No provision of the Charter or the By-Laws would, directly or indirectly, restrict or impair the ability of the Investors or Tengelmann to vote, or otherwise exercise the rights of a stockholder with respect to, the Shares (or any Underlying Securities) or any other shares of Common Stock of the Company that may be acquired or controlled by the Investors or Tengelmann, except as expressly set forth in the Convertible Preferred Articles Supplementary. The Company does not have an outstanding “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of certain events.

Capital Structure. The (a) As of May 23, 2000, the authorized capital stock of the Company ----------------- consists consisted of (A) 50,000,000 Shares, shares of Company Common Stock of which 27,554,547 Shares 18,175,585 shares were issued, consisting of 17,671,246 shares outstanding as and 504,339 shares held in the treasury of the close of business on January 14, 1998, 1,000,000 Company and (B) 5,000,000 shares of Class A Preferred Stock, par value $10.00 0.01 per share, of which no 50,000 shares were outstanding as have been designated Junior Participating Preferred Stock, Series A and reserved for issuance upon exercise of the Rights. Since May 23, 2000 to the date of this Agreement, and 1,000,000 there have been no issuances of shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee capital stock of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each any other securities of the Company other than issuances of shares (and accompanying Rights) pursuant to options or rights outstanding as of May 23, 2000 under the Company's Benefit Plans (as defined below). All issued and outstanding shares of the capital stock or other securities of each of the Company's Subsidiaries is Company are duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of the Company, and free and clear of any lienpreemptive rights. There were outstanding as of May 23, pledge2000, security interestno options, claim warrants or other encumbrance. Except as set forth aboverights to acquire capital stock from the Company other than (w) options, there are no preemptive warrants or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments rights to issue or sell any shares of acquire capital stock or other securities from the Company disclosed in Section 3.2(a) of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forDisclosure Letter, or giving any Person a (x) the Rights, (y) options to acquire capital stock from the Company representing in the aggregate the right to subscribe for or acquirepurchase approximately 2,677,475 shares of Company Common Stock (collectively, any securities the "Company Stock Options") under the Company's 1995 --------------------- Stock Purchase and Option Plan, 1996 Stock Option Plan, Stock Incentive Plan and Non-Employee Director Stock Option Plan (collectively, the "Company Stock Option -------------------- Plans") and (z) rights to purchase an aggregate of no more than approximately ----- 12,000 shares of Company Common Stock under the Company's Employee Stock Discount Purchase Plan and the International Employee Discount Purchase Plan (collectively, the "Company Purchase Plans"). Section 3.2(a) of the Company or any ---------------------- Disclosure Letter sets forth a complete and correct list, as of its SubsidiariesMay 23, and no securities or obligations evidencing such rights are authorized2000, issued or outstanding. Except for of the Warrants, the WH number of shares of Company Common Stock subject to Company Stock Options and the Debentures, the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right rights to vote (purchase or convertible into or exercisable for securities having the right to vote) with the stockholders of the receive Company on any matter ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of Common Stock granted under the Company's SubsidiariesBenefit Plans or otherwise, the dates of grant and the exercise prices thereof. For purposes of this agreement, "Benefit Plans" means, with respect to ------------- any Person, each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section (3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any bonus, deferred compensation, stock bonus, stock purchase, ----- restricted stock, stock option, employment, termination, stay agreement or bonus, change in control and severance plan, program, arrangement and contract) in effect on the date of this Agreement or disclosed on the Company Disclosure Letter, to which such Person or its Subsidiary is a party, which is maintained or contributed to by such Person, or with respect to which such Person could incur material liability under Section 4069, 4201 or 4212(c) of ERISA.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 50,000,000 30,000,000 Shares, of which 27,554,547 only 16,951,307 Shares were outstanding as of the close of business on January June 14, 19981999, 1,000,000 and 20,000,000 shares of Class A Preferred Stock, par value $10.00 0.01 per shareshare (the "Preferred Shares"), of which no shares were outstanding as of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreementnone are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Other than Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for DirectorsAgreement, the "Stock Plans")Company has no Shares or Preferred Shares subject to issuance, 700,000 Shares ----------- except (i) 300,000 Preferred Shares, designated Series A Junior Participating Preferred Stock, subject to issuance upon exercise of the Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of August 1, 1995 (the "Rights Agreement"), between the Company and The First National Bank of Boston, as Rights Agent, (ii) 1,681,839 Shares subject to issuance upon conversion of the Company's 12% Senior Convertible Notes due 2002 (the "12% Notes"), (iii) 1,261,385 Shares subject to issuance upon conversion of 12% Senior Convertible Notes (the "Warrant Notes") issuable upon exercise of outstanding warrants to purchase Warrant Notes (the Warrants Notes, collectively with the 12% Notes, the "Convertible Notes"), (iv) 1,806,776 Shares reserved for issuance in connection with the payment of interest on the Convertible Notes (it being agreed that any such issuance shall constitute a breach of this Agreement), (v) 675,798 Shares reserved for issuance pursuant to the warrants summarized in Schedule 5.1(b) (the "Warrants"), (vi) issued 3,187,244 shares reserved for issuance under -------- the Warrant Agreement, dated May 30, 1995, among the Company's 1992 Stock Option Plan, WMX as amended, of which options to acquire 2,601,393 shares are outstanding as of June 14, 1999, (vii) 298,000 shares reserved for issuance under the Company's 1994 Non-Employee Directors' Stock Option Plan, of which options to acquire 165,000 shares are outstanding as of June 14, 1999, (viii) 270,000 shares reserved for issuance under the Company's Long-Term Objectives Stock Option Plan for Senior Management, of which options to acquire 180,000 shares are outstanding as of June 14, 1999, (xi) 206,422 shares reserved for issuance under the Company's Employee Stock Purchase Plan as of June 14, 1999, and Rust International Inc., 1,000,000 (x) 50,000 Shares subject to issuance upon exercise of pursuant to the options set forth in the First Option Agreement and Second Option Letter Agreement, each dated as of March 28July 21, 19951998, by and between the Company and H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -Freke (the "WH OptionsLetter Agreement"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains Schedule 5.1(b) sets forth a correct and complete list of each outstanding option to purchase Shares under the Stock Plans Plans, as defined below (each a "Company Option"), as of June 14, 1999, including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries)holder, date of grant, exercise price and number of Shares subject thereto. Each of the All issued and outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is are duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance, other than immaterial liens which do not affect the Company's right, title and interest in and to such shares or securities. Except as set forth aboveabove or as disclosed in Schedule 5.1(b) or as specifically permitted by this Agreement or the Schedules hereto, there are no shares of capital stock of the Company authorized, issued or outstanding and except as set forth above and as provided in the Stock Option Agreement, there are no preemptive or other rights nor any outstanding rightssubscriptions, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements convertible securities or other agreements or commitments of any character to issue which the Company or sell any shares of its Subsidiaries is a party or may be bound relating to the issued or unissued capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options Warrants and the DebenturesConvertible Notes as described above, the Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not Except for the beneficial owner Company's 1992 Stock Option Plan, 1994 Non-Employee Directors' Stock Option Plan, Long-Term Objectives Stock Option Plan for Senior Management, Employee Stock Purchase Plan and the Letter Agreement (such plans and agreements collectively, the "Stock Plans"), at or after the Effective Time, neither the Surviving Corporation nor Parent nor their respective affiliates will have any obligation to issue, transfer or sell any shares or securities of the Surviving Corporation, Parent or any equity securitiesof their respective affiliates pursuant to any Compensation and Benefit Plan (as defined in Section 5.1(h)(i)). No Shares, except shares of capital stock Preferred Shares or other securities of the Company's Subsidiaries, the Surviving Corporation, Parent or any of their respective affiliates will be subject to issuance pursuant to the Rights Agreement as a result of the Merger or the other transactions contemplated by this Agreement, the Stock Option Agreement and the Voting Agreement and no Distribution Date or Shares Acquisition Date (as such terms are defined in the Rights Agreement) shall have occurred as a result of the Merger or the other transactions contemplated by this Agreement, the Stock Option Agreement and the Voting Agreement.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 50,000,000 100,000,000 shares of Company Common Stock and 500,000 shares of preferred stock, par value $50.00 per share (“Preferred Shares, of which 27,554,547 Shares were outstanding as ”). As of the close of business on January 1410, 1998, 1,000,000 2003 42,065,499 shares of Class A Company Common Stock were outstanding, no Preferred Stock, par value $10.00 per share, Shares were issued or outstanding and 3,698,022 shares of which no shares Company Common Stock were outstanding as held in the treasury or by Subsidiaries of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this AgreementCompany. All of the outstanding Shares shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 1412, 19982003, (x) there were 4,950,000 (i) 3,824,436 shares of Company Common Stock reserved for issuance pursuant to outstanding options granted under the Company’s 2001 Stock Incentive Plan, 1997 Stock Incentive Plan and 1989 Stock Option Plan and 1,417,593 shares reserved for issuance pursuant to future grants or options under such plans and the Company’s Stock Deferral Plan, (ii) 1,405,859 shares of Company Common Stock reserved for future issuance pursuant to the Company’s Employee Stock Purchase Plan, (iii) 62,089 shares of Company Common Stock reserved for future issuance pursuant to the Company’s Director Retainer Fee Plan and (iv) shares of Company Common Stock to be delivered in respect of dividends on shares of Company Common Stock deferred pursuant to the Company’s Amended and Restated Executive Incentive Plan, under which 165,425.2 shares of Company Common Stock were deferred under such plan as of January 15, 2003 (the “Stock Plans”), and (y) there were 3,437,088 Preferred Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants rights (the "Warrants"“Rights”) issued under -------- the Warrant Stockholder Rights Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 2814, 19952000, between the Company and H. H▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Trust and Savings Bank, as Rights Agent (the "WH Options"“Rights Agreement”), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter Schedule contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans other than pursuant to the Company’s Employee Stock Purchase Plan (each a "“Company Option"”), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries)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 ’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, and owned by a direct or indirect wholly owned subsidiary Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above, there There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or commitments rights of any kind that obligate the Company 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 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, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the The Company does not have outstanding any 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 ("“Voting Debt"”). The Company is ----------- does not own, directly or indirectly, any voting interest in any Person that may require a filing by Parent under the beneficial owner H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of any equity securities1976, except shares of capital stock of as amended (the Company's Subsidiaries“HSR Act”).

Capital Structure. The authorized capital stock of the ----------------- Company ----------------- consists of 50,000,000 Shares, of which 27,554,547 Shares were outstanding as of the close of business on January 14, 1998, 1,000,000 25,000,000 shares of Class A Common Stock and 225,000 shares of Preferred Stock, par value $10.00 1.00 per shareshare ("Preferred Stock"). At the close of --------------- business on September 22, 1995, (i) 11,454,185 shares of Common Stock were issued and outstanding, (ii) 946,049 shares of Common Stock were reserved for issuance upon the exercise of outstanding vested and exercisable stock options issued under the Stock Plans (as hereinafter defined), 273,893 shares of Common Stock were reserved for issuance upon the exercise of outstanding unvested stock options issued under the Stock Plans, 3,000 shares of Common Stock were reserved for issuance pursuant to vested and exercisable stock options granted to consultants of the Company pursuant to written agreements which are attached to the Company Disclosure Letter (the "Consultant Option Agreements") and 4,000 ---------------------------- shares of Common Stock were reserved for issuance upon the exercise of outstanding unvested stock options granted to consultants of the Company pursuant to Consultant Option Agreements and (iii) no shares of Common Stock were outstanding as held by the Company in its treasury. As of the date of this Agreement, and 1,000,000 hereof there are no shares of Class B Preferred Stock, par value $10.00 per share, Stock outstanding. There are no outstanding stock appreciation rights. All outstanding shares of which no shares were outstanding as capital stock of the date of this Agreement. All of the outstanding Shares have been duly authorized and Company are validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. The Except as set forth in Section 4.2 of the Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved Disclosure Letter and except for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to 1,219,942 stock options issued under the Company's 1986 1984 Incentive Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 1988 Executive Stock Option Plan, Incentive Stock Plan and Nonqualified 1988 Stock Option Plan for Directorsand 1994 Stock Option Plan (collectively, the "Stock Plans"), 700,000 Shares and 7,000 stock options issued by ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance consultants pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), 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, except for directors' qualifying shares, 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 set forth aboveConsultant Option Agreements, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements or commitments undertakings of any kind to issue or sell any shares of capital stock or other securities of which the Company or any of its Subsidiaries is a party or by which 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 them is bound obligating the Company or any of its SubsidiariesSubsidiaries to issue, and no securities deliver or obligations evidencing such rights are authorizedsell, issued or outstanding. Except for the Warrantscause to be issued, the WH Options and the Debenturesdelivered or sold, the Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries. No shares of the Company's Subsidiariescapital stock have been issued other than pursuant to the exercise of stock options already in existence on such date since September 1, 1995. The Company has not granted any stock options for any capital stock of the Company since September 1, 1995. The Company has not adopted a shareholder's rights or a similar plan.

Capital Structure. (i) The authorized capital stock of the Company ----------------- PageNet consists of 50,000,000 250,000,000 PageNet Shares, of which 27,554,547 103,960,240 PageNet Shares were issued and outstanding and no PageNet Shares were held in treasury as of the close of business on November 5, 1999, and 25,000,000 shares of preferred stock, of which no shares were issued and outstanding as of the close of business on January 14November 5, 1998, 1,000,000 shares of Class A Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement1999. All of the outstanding PageNet Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has There are no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 PageNet Shares reserved for issuance pursuant to the Company's 1986 Stock Option PlanShareholder Rights Agreement, Incentive Stock Plan dated as of September 8, 1994, between PageNet and Nonqualified Stock Option Plan for DirectorsThe First National Bank of Boston, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan as Rights Agent, as amended (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock PlansPAGENET RIGHTS AGREEMENT"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 PageNet Shares subject to issuance upon exercise as set forth below, as of the options set forth in the First Option Agreement and Second Option date of this Agreement, and PageNet has no PageNet Shares or preferred stock reserved for, or subject to, issuance. As of November 5, 1999, there were 9,887,588 PageNet Shares that PageNet was obligated to issue pursuant to PageNet's stock plans, at a weighted average exercise price of $9.2637 per PageNet Share, and each dated as of March 28such plans is listed in Section 5.1(b)(i) of the PageNet Disclosure Letter (collectively, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH OptionsPAGENET STOCK PLANS"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), 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 PageNet's "SIGNIFICANT SUBSIDIARIES" (as defined in Rule 1.02(w) of Regulation S-X promulgated pursuant to the Company's Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), including any Subsidiaries that, if aggregated, would together constitute a Significant Subsidiary) is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, and owned by PageNet or a direct or indirect wholly owned subsidiary of the CompanyPageNet, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above, as of the date of this Agreement there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or to sell any shares of capital stock or other securities of PageNet or any of its Significant Subsidiaries or any securities or obligations convertible or 18 exchangeable into, or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of PageNet or any of its Significant Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. As of the date hereof, PageNet does not have outstanding any bonds, debentures, notes or other debt obligations, the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of PageNet on any matter. No PageNet Shares are held by a Subsidiary of PageNet. (ii) The authorized capital stock of Arch consists of 65,000,000 shares of Arch Common Stock, of which 45,837,186 shares of Arch Common Stock were issued and outstanding and no shares of Arch Common Stock were held in treasury as of the close of business on November 5, 1999, 10,000,000 shares of Class B common stock, par value $0.01 per share, of Arch (the "ARCH CLASS B COMMON STOCK") of which 5,360,261 shares of Arch Class B Common Stock were issued and outstanding as of the close of business on November 5, 1999, and 10,000,000 shares of preferred stock, of which (x) 250,000 were designated Series C Convertible Preferred Stock, par value $0.01 per share (each a "ARCH SERIES C PREFERRED SHARE"), of which 250,000 shares were issued and outstanding as of the close of business on November 5, 1999, and (y) 300,000 shares of which were designated Series B Junior Participating Preferred Stock, par value $0.01 per share (each a "ARCH SERIES B PREFERRED SHARE," collectively the "ARCH SERIES B PREFERRED SHARES"), none of which were outstanding as of the close of business on November 5, 1999 (the Arch Series B Preferred Shares together with the Arch Series C Preferred Shares, the "ARCH PREFERRED SHARES"). All of the outstanding shares of Arch Common Stock, Arch Class B Common Stock and Arch Preferred Shares have been duly authorized and are validly issued, fully paid and nonassessable. Other than 300,000 Arch Series B Preferred Shares reserved for issuance pursuant to the Rights Agreement, dated as of October 13, 1995, between Arch and The Bank of New York, as Rights Agent, as amended (the "ARCH RIGHTS AGREEMENT"), and Arch Common Stock subject to issuance as set forth below, and Arch Preferred Shares, Arch has not authorized, issued, or reserved for issuance any common stock, preferred stock, or other shares of capital stock as of the date of this Agreement. As of November 5, 1999, there were 1,834,253 shares of Arch Common Stock that Arch was obligated to issue pursuant to Arch' stock plans, at a weighted average exercise price of $10.18 per share of Arch Common Stock, each of such plans is listed in Section 5.1(b)(ii) of the Arch Disclosure Letter (collectively the "ARCH STOCK PLANS"), and 5,902,702 shares of Arch Common Stock that Arch was obligated to issue pursuant to outstanding warrants having an expiration date of September 1, 2001 and an effective exercise price of $9.03 per Share of Arch Common Stock. As of the date hereof, each outstanding Arch Series C Preferred Share is convertible into 6.7444 shares of Arch Common Stock. Each of the outstanding shares of capital stock or other securities of each of Arch' Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by Arch or a direct or indirect wholly owned Subsidiary of Arch, 19 free and clear of any lien, pledge, security interest, claim, or other encumbrance. Except as set forth above and except pursuant to the Arch Series B Preferred Shares or the Arch Series C Preferred Shares, there are no preemptive or other outstanding rights, 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 Arch or any of its Significant Subsidiaries or any securities or obligations convertible or exchangeable into into, or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company Arch or any of its Significant Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company Arch does not have outstanding any bonds, debentures, notes or other obligations debt obligations, the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company Arch on any matter ("Voting Debt")matter. No shares of Arch Common Stock or Arch Preferred Shares are held by a Subsidiary of Arch. The Company is ----------- not authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the beneficial owner issued and outstanding capital stock of any equity securitiesMerger Sub is, except and at the Effective Time will be, owned by Arch, and there are (i) no other shares of capital stock or other voting securities of Merger Sub, (ii) no securities of Merger Sub convertible into or exchangeable for shares of capital stock or other voting securities of Merger Sub and (iii) no options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any capital stock, other voting securities or securities convertible into or exchangeable for capital stock or other voting securities of Merger Sub. Merger Sub has not conducted any business prior to the Company's Subsidiariesdate of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capital Structure. (a) The authorized capital stock of the Company ----------------- InConcert ("InConcert Capital Stock") consists of 50,000,000 Shares30,000,000 shares of common stock ("InConcert Common Stock"), of which 27,554,547 Shares were outstanding as of the close of business on January 1420,002 shares are issued and outstanding, 1998, 1,000,000 and 24,000,000 shares of Class authorized preferred stock ("InConcert Preferred Stock"). The InConcert Preferred Stock consists of 16,000,000 shares that have been designated Series A Preferred Stock, par value $10.00 per share, of which no 16,000,000 shares were outstanding as of the date of this Agreementare issued and outstanding, and 1,000,000 2,273,362 shares of Class that have been designated Series B Preferred Stock, par value $10.00 per share, of which no 2,273,362 shares were outstanding as are issued and outstanding. Prior to the Closing, InConcert will amend its Certificate of Incorporation to increase the date authorized number of this Agreement. All shares of the outstanding Shares have been duly authorized Preferred Stock to 30,000,000 and are validly issued, fully paid will designate and nonassessableissue an aggregate of 5,940,578 shares of Series C Preferred Stock. The Company has no Shares or shares of Class A Preferred InConcert Capital Stock or Class B Preferred Stock reserved for issuanceis held by the persons, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to with the Company's 1986 Stock Option Plan, Incentive Stock Plan domicile addresses and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to in the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options amounts set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee Section 2.3(a) of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject theretoSeller Disclosure Schedule. Each of the -------------- All outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is InConcert Capital Stock are duly authorized, validly issued, fully paid and nonassessable andnon-assessable and not subject to preemptive rights created by statute, except InConcert's Certificate of Incorporation or Bylaws or any agreement to which InConcert is a party or by which it is bound. (b) InConcert has reserved 5,186,971 shares of InConcert Common Stock for directors' qualifying sharesissuance to employees and consultants pursuant to its 1996 Stock Option Plan (the "Option Plan"), owned by a direct of which, as of September 24, 1999, 2,921,092 shares were subject to outstanding, unexercised options and options not yet granted but contemplated in offer letters to employees of InConcert, and of which 2,245,877 shares remained available for future grant as of such date. During the period from September 24, 1999 until the date hereof, InConcert has not issued any options or indirect wholly owned subsidiary issued any offer letters or other promises relating to the grant of options. InConcert has not granted any options to purchase InConcert Capital Stock outside the Option Plan. Section 2.3(b) of the CompanySeller Disclosure -------------- Schedule sets forth for each outstanding option to purchase InConcert Common Stock the name of the holder of such option, free the number of shares of InConcert Common Stock subject to such option and clear the exercise price of any liensuch option. Each option listed in Section 2.3(b) of the Seller Disclosure Schedule vests as to -------------- one-third of the underlying InConcert Common Stock on each of the first, pledge, security interest, claim or other encumbrancesecond and third anniversaries of the date of grant. No option to purchase InConcert Common Stock will be accelerated and become exercisable by the transactions contemplated by this Agreement. Except as set forth abovefor the options described in Section ------- 2.3(b) of the Seller Disclosure Schedule, there are no preemptive outstanding options, ----- warrants or other outstanding rightsrights to acquire or receive shares of InConcert Capital Stock ("InConcert Rights") or other commitments or agreements of any character, optionswritten or oral, warrantsto which InConcert is a party or by which it is bound obligating InConcert to issue, conversion rightsdeliver, stock appreciation rights, redemption rightssell, repurchase rightsor redeem, agreementsor cause to be issued, arrangements delivered, sold, repurchased or commitments to issue or sell redeemed, any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of InConcert, or to grant, extend, accelerate the Company's Subsidiariesvesting of, change the price of, otherwise amend or enter into any such InConcert Right or other agreement or commitment.

Capital Structure. The As of the date hereof, the authorized capital stock of the Company ----------------- consists of 50,000,000 Shares400,000,000 shares of Common Stock, of which 27,554,547 Shares were 69,934,072 shares are issued and outstanding as of the close of business on January 14, 1998, 1,000,000 such date (approximately 1,400,000 post- reverse split) and 25,000,000 shares of Class A Preferred Stockpreferred stock, $0.001 par value $10.00 per sharevalue, of which no 7,789 shares are issued and outstanding on such date. All such shares of the Company have been duly authorized, and all such issued and outstanding shares have been validly issued, are fully paid and nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, if any. The Company has also reserved 7,500,000 shares of Common Stock for issuance pursuant to its 2004 Stock Incentive Plan (the “Incentive Plan”), and 500,000 shares of Common Stock for issuance pursuant to its 2004 Non-Employee Director Stock Ownership Plan (the “Director Plan” and together with the Incentive Plan, the “Plans”), 6,216,000 (approximately 125,000 post-reverse split) of which were issuable upon exercise of outstanding awards granted under the Plans as of the date hereof. The Company reserved a total of this Agreement, and 1,000,000 1,680,000 shares related to the issuance of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as non qualified stock options or warrants to consultants outside of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessableCompany’s plans. The Company has no Shares or also reserved 66,471,108 shares of Class A Preferred Common Stock or Class B Preferred issuable upon conversion of debentures, 53,349,315 shares of Common Stock issuable upon conversion of preferred stock and 55,490,359 shares of Common Stock issuable upon exercise of warrants issued in connection with the debentures and preferred stock. The Company has reserved an additional 9,472,222 shares of Common Stock (189,444 post-reverse split) for issuancethe exercise of warrants issued prior to the issuance of the debentures and preferred stock. The debentures, except thatpreferred stock and their related warrants, will be extinguished and replaced in their entirety by the post- reverse split shares of Common Stock being issued in connection with the Recapitalization as set forth on Exhibit B. The shares of January 14, 1998, there were 4,950,000 Shares Common stock currently reserved for issuance pursuant to upon conversion of the Company's 1986 Stock Option Plan, Incentive Stock Plan debentures and Nonqualified Stock Option Plan for Directors, preferred stock and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant relating to the Debentures. The Company Disclosure Letter contains a correct debentures and complete list of each outstanding option preferred stock will be considered to purchase Shares under be no longer reserved upon the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), 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, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbranceRecapitalization. Except as set forth abovein this Section 2(g) and except with respect to the Recapitalization as set forth on Exhibit B and as contemplated by this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rightsconvertible or exchangeable securities, redemption rightscommitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase rightsor redeem, agreementsor cause to be issued, arrangements delivered, sold, repurchased or commitments to issue or sell redeemed, any shares of the capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible into or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities capital stock of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, obligating the Company does not have to grant, extend or enter into any such option, warrant, right, commitment or agreement. There are no outstanding any bonds, debentures, notes or other obligations issued by the Company which permit the holders of which have the right thereof to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiariesmatter.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 50,000,000 Shares(i) 100,000,000 shares of Common Stock and (ii) 4,000,000 shares of Serial Preferred Stock, no par value per share, of which 27,554,547 Shares were outstanding as of the Company ("Preferred Stock"). At the close of business on January 1428, 1998, 1,000,000 1999: (i) 27,600,520 shares of Class A Preferred Stock, par value $10.00 per share, Common Stock were issued and outstanding (including 1,810 shares of which restricted stock and excluding 6,680,326 shares of Common Stock held in the treasury of the Company); (ii) no shares of Preferred Stock were outstanding as of the date of this Agreement, issued or outstanding; and 1,000,000 (iii) 2,787,331 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares Common Stock were outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance under the Equity Plans. Section 3.1(c) of the Company Disclosure Letter sets forth the holders of all outstanding Options, stock units and stock awards and the number, exercise prices, vesting schedules and expiration dates of each grant to such holders. Each share of Common Stock carries with it an associated share purchase right (an "Old Right"), issued pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Rights Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ First Chicago Trust Company of New York, dated as of January 26, 1989 (the "WH OptionsOld Rights Agreement") which entitles the holder thereof to purchase, upon the occurrence of certain events, Preferred Stock. As of February 6, 1999, the Old Rights will lapse and thereafter be of no effect. Each share of Common Stock will carry, from February 6, 1999, an associated share purchase right pursuant to the Company Rights Agreement (a "Right"), and 2,395,834 Shares subject which will entitle the holder thereof to issuance pursuant to purchase, on the Debenturesoccurrence of certain events, Preferred Stock. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each of the All outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is Company are, and all shares that may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by a direct and not subject to or indirect wholly owned subsidiary issued in violation of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrancepreemptive rights. Except (i) as set forth above, (ii) for shares of Common Stock issued pursuant to Options outstanding on January 29, 1999 that are described on Schedule 3.1(c) of the Company Disclosure Letter, and (iii) as set forth on Schedule 3.1(c) of the Company Disclosure Letter, (x) there are no preemptive not issued, reserved for issuance or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell (A) any shares of capital stock or other voting securities of the Company, (B) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company, or (C) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, and no obligation of the Company or any Company Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are no outstanding obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any Company Subsidiary is a party to any voting agreement with respect to the voting of any such securities. Except as set forth on Schedule 3.1(c) of the Company Disclosure Letter, there are no outstanding (A) securities convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary, (B) warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, and no obligation of the Company or any Company Subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities or obligations convertible into or exchangeable into or exercisable forfor any capital stock, voting securities or ownership interests in, any Company Subsidiary, or giving (C) obligations of the Company or any Person a right Company Subsidiary to subscribe for repurchase, redeem or acquireotherwise acquire any such outstanding securities of Company Subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any securities such securities. Except as set forth on Schedule 3.1(c) of the Company Disclosure Letter, there are no agreements, arrangements or commitments of any character (contingent or otherwise) entered into in connection with acquisitions pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of the Company or any of its Subsidiaries, and no securities subsidiaries or obligations evidencing such rights are authorized, issued assets or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiariescalculated in accordance therewith.

Capital Structure. (a) The authorized capital stock of the Company ----------------- InConcert ("InConcert Capital Stock") consists of 50,000,000 Shares30,000,000 shares of common stock ("InConcert Common Stock"), of which 27,554,547 Shares were outstanding as of the close of business on January 1420,002 shares are issued and outstanding, 1998, 1,000,000 and 24,000,000 shares of Class authorized preferred stock ("InConcert Preferred Stock"). The InConcert Preferred Stock consists of 16,000,000 shares that have been designated Series A Preferred Stock, par value $10.00 per share, of which no 16,000,000 shares were outstanding as of the date of this Agreementare issued and outstanding, and 1,000,000 2,273,362 shares of Class that have been designated Series B Preferred Stock, par value $10.00 per share, of which no 2,273,362 shares were outstanding as are issued and outstanding. Prior to the Closing, InConcert will amend its Certificate of Incorporation to increase the date authorized number of this Agreement. All shares of the outstanding Shares have been duly authorized Preferred Stock to 30,000,000 and are validly issued, fully paid will designate and nonassessableissue an aggregate of 5,940,578 shares of Series C Preferred Stock. The Company has no Shares or shares of Class A Preferred InConcert Capital Stock or Class B Preferred Stock reserved for issuanceis held by the persons, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to with the Company's 1986 Stock Option Plan, Incentive Stock Plan domicile addresses and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to in the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options amounts set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee Section 2.3(a) of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject theretoSeller Disclosure Schedule. Each of the -------------- All outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is InConcert Capital Stock are duly authorized, validly issued, fully paid and nonassessable andnon-assessable and not subject to preemptive rights created by statute, except InConcert's Certificate of Incorporation or Bylaws or any agreement to which InConcert is a party or by which it is bound. (b) InConcert has reserved 5,186,971 shares of InConcert Common Stock for directors' qualifying sharesissuance to employees and consultants pursuant to its 1996 Stock Option Plan (the "Option Plan"), owned by a direct of which, as of September 24, 1999, 2,921,092 shares were subject to outstanding, unexercised options and options not yet granted but contemplated in offer letters to employees of InConcert, and of which 2,245,877 shares remained available for future grant as of such date. During the period from September 24, 1999 until the date hereof, InConcert has not issued any options or indirect wholly owned subsidiary issued any offer letters or other promises relating to the grant of options. InConcert has not granted any options to purchase InConcert Capital Stock outside the Option Plan. Section 2.3(b) of the CompanySeller Disclosure Schedule ------------- sets forth for each outstanding option to purchase InConcert Common Stock the name of the holder of such option, free the number of shares of InConcert Common Stock subject to such option and clear the exercise price of any liensuch option. Each option listed in Section 2.3(b) of the Seller Disclosure Schedule vests as to one-third ------------- of the underlying InConcert Common Stock on each of the first, pledge, security interest, claim or other encumbrancesecond and third anniversaries of the date of grant. No option to purchase InConcert Common Stock will be accelerated and become exercisable by the transactions contemplated by this Agreement. Except as set forth abovefor the options described in Section 2.3(b) of the -------------- Seller Disclosure Schedule, there are no preemptive outstanding options, warrants or other outstanding rightsrights to acquire or receive shares of InConcert Capital Stock ("InConcert Rights") or other commitments or agreements of any character, optionswritten or oral, warrantsto which InConcert is a party or by which it is bound obligating InConcert to issue, conversion rightsdeliver, stock appreciation rights, redemption rightssell, repurchase rightsor redeem, agreementsor cause to be issued, arrangements delivered, sold, repurchased or commitments to issue or sell redeemed, any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of InConcert, or to grant, extend, accelerate the Company's Subsidiariesvesting of, change the price of, otherwise amend or enter into any such InConcert Right or other agreement or commitment.

Capital Structure. The authorized capital stock of the Company ----------------- CUC consists of 50,000,000 Shares600,000,000 shares of CUC Common Stock and 1,000,000 shares of preferred stock, par value $.01 per share, of which 27,554,547 Shares were outstanding as of CUC ("CUC Preferred Stock"). At the close of business on January 14May 22, 1998, 1,000,000 1997: (i) 409,329,930 shares of Class A Preferred CUC Common Stock were issued and outstanding (including shares of restricted CUC Common Stock, par value $10.00 per share, ); (ii) 6,168,405 shares of which CUC Common Stock were held by CUC in its treasury; (iii) no shares of CUC Preferred Stock were outstanding as of the date of this Agreement, issued and 1,000,000 outstanding; (iv) 62,155,579 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares CUC Common Stock were outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 CUC 1990 Director Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 CUC 1992 Directors Stock Option Plan, Incentive the CUC 1994 Directors Stock Option Plan, the CUC 1992 Employee Stock Option Plan, the CUC 1992 Bonus and Salary Replacement Stock Option Plan, the CUC 1987 Stock Option Plan, the 1989 Restricted Stock Plan, the 1994 Employee Stock Purchase Plan, the 1997 Stock Option Plan, certain CUC non-plans options, the Sierra 1987 Stock Option Plan, the Sierra 1995 Stock Option Plan and Award Plan, the Knowledge Adventure, Inc. 1993 Stock Option Plan (and related non-plan options), the Papyrus Design Group, Inc. 1992 Stock Option Plan and the Entertainment Publications, Inc. 1988 Nonqualified Stock Option Plan for DirectorsPlan, complete and correct copies of which have been delivered to HFS (such plans, collectively, the "CUC Stock Plans"); and (v) 21,705,925 shares of CUC Common Stock were reserved for issuance upon conversion of the 6-1/2% Convertible Subordinated Notes due 2001 of Sierra On-Line, 700,000 Shares ----------- Inc. and the CUC 3% Convertible Subordinated Notes due February 15, 2002 (including all of the foregoing in this clause (v) and all convertible securities listed in Section 3.2(c) of the CUC Disclosure Schedule, the "CUC Convertible Securities"). Section 3.2(c) of the CUC Disclosure Schedule sets forth a complete and correct list, as of May 22, 1997, of the number of shares of CUC Common Stock subject to issuance upon exercise of employee stock options or other rights to purchase or receive CUC Common Stock granted under the warrants CUC Stock Plans (the collectively, "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH CUC Employee Stock Options"), the dates of grant and 2,395,834 Shares subject to issuance pursuant to the Debenturesexercise prices thereof. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each of the All outstanding shares of capital stock of CUC are, and all shares which may be issued pursuant to this Agreement or other securities of each of the Company's Subsidiaries is otherwise will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrancenot subject to preemptive rights. Except as set forth abovein this Section 3.2(c) and except for changes since May 22, 1997 resulting from the issuance of shares of CUC Common Stock pursuant to the CUC Employee Stock Options, the CUC Convertible Securities or as permitted by Section 4.1(b)(i)(y) and 4.1(b)(ii), (x) there are no preemptive not issued, reserved for issuance or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell (A) any shares of capital stock or other voting securities of the Company CUC, (B) any securities of CUC or any CUC subsidiary convertible into or exchangeable or exercisable for shares of its Subsidiaries capital stock or voting securities of CUC, (C) any warrants, calls, options or other rights to acquire from CUC or any CUC subsidiary, and any obligation of CUC or any CUC subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of CUC, and (y) there are no outstanding obligations of CUC or any CUC subsidiary to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. There are no outstanding (A) securities of CUC or any CUC subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any CUC subsidiary, (B) warrants, calls, options or other rights to acquire from CUC or any CUC subsidiary, and any obligation of CUC or any CUC subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities or obligations convertible into or exchangeable into or exercisable forfor any capital stock, voting securities or ownership interests in, any CUC subsidiary or (C) obligations of CUC or any CUC subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of CUC subsidiaries or to issue, deliver or sell, or giving cause to be issued, delivered or sold, any Person such securities. Neither CUC nor any CUC subsidiary is a right party to subscribe for any agreement restricting the transfer of, relating to the voting of, requiring registration of, or acquiregranting any preemptive or, except as provided by the terms of the CUC Employee Stock Options and the CUC Convertible Securities, antidilutive rights with respect to, any securities of the Company type referred to in the two preceding sentences. Other than the CUC subsidiaries, CUC does not directly or indirectly beneficially own any of its Subsidiaries, and no securities or obligations evidencing such rights other beneficial ownership interests in any other entity except for non- controlling investments made in the ordinary course of business in entities which are authorized, issued not individually or outstanding. Except for in the Warrants, the WH Options aggregate material to CUC and the Debentures, the Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiariesits subsidiaries as a whole.

Capital Structure. (i) The authorized capital stock of the Company ----------------- consists of 50,000,000 Shares, of which 27,554,547 Shares were outstanding as of the close of business on January 14, 1998, 1,000,000 (A) 5,000,000 shares of Class Series A Preferred Stock, $.01 par value $10.00 per sharevalue, none of which no shares were outstanding as of the date of this Agreementhereof, and 1,000,000 (B) 30,000,000 shares of Class B Preferred A Common Stock, $.01 par value $10.00 per sharevalue, 7,277,574 of which no shares were outstanding as of the date hereof and (C) 15,000,000 shares of this AgreementClass B Common Stock, $.01 par value (the Class A Common Stock and the Class B Common Stock are collectively referred to herein as the "Common Shares"), 13,081,500 of which were outstanding as of the date hereof. All of the outstanding Common Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no commitments to issue or deliver Common Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14December 31, 19982000, there were 4,950,000 Shares 1,840,000 shares of Class A Common Stock reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan Amended and Nonqualified Restated Stock Option Plan for DirectorsEmployees of the Company effective as of July 1, 1999 and Shares having a maximum aggregate offering price amended and restated as of $2,400,000 reserved for issuance pursuant to March 16, 2000 and the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan Amended and Nonqualified Restated Stock Option Plan for DirectorsNon-Employee Directors of the Company effective as of August 1, 1999 and amended and restated as of March 16, 2000 (jointly, the "Option Plans"), and the Stand-Alone Option Plans (the "Stand-Alone Options") identified in Section 3.1(b) of the Company Disclosure Letter (the Stand-Alone Options, together with the Option Plans, the "Stock Plans"), 700,000 Shares ----------- subject and except for shares issuable pursuant to issuance upon exercise of the outstanding warrants (the "Warrants"). Section 3.1(b) issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of the Warrants, each outstanding option to purchase Common Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries)holder, date of grant, exercise price and number of Common 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, except for directors' qualifying shares, 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 set forth above, there are no Common Shares authorized, reserved, issued or outstanding and there are no preemptive or other outstanding rights, subscriptions, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, registration rights, convertible securities or other agreements, arrangements or commitments of any character relating to issue the issued or sell any shares of unissued share capital stock or other securities ownership interest of the Company or any of its Subsidiaries or any other 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 SubsidiariesCompany, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the The Company does not have outstanding any 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 ("Voting Debt"). . (ii) The Company is ----------- does not the beneficial owner own, hold or control securities or other interests of any equity securitiescorporation, except shares limited liability company or other entity, which would permit the Company to elect a majority of capital stock such entity's board of directors or similar governing body, or otherwise direct the Company's Subsidiariesbusiness and policies of such entity.

Capital Structure. The authorized capital stock Capital Stock of the Company ----------------- consists of 50,000,000 (i) one hundred million (100,000,000) Shares, of which 27,554,547 Shares 22,003,195 were outstanding as of the close of business on January 14July 27, 19981997, 1,000,000 and (ii) five million (5,000,000) shares of Class A Preferred Stock, par value $10.00 .01 per shareshare (the "Preferred Shares"), none of which no shares were outstanding as of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreementis outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Preferred Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants". Schedule 5.1(h) issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list as of July 27, 1997 of each outstanding purchase right or option to purchase Shares under the Stock Plans (each a "Company Option") to purchase Shares, including all Company Options issued under the Company's Amended and Restated Employee Stock Purchase Plan, the Company's Amended and Restated 1994 Stock Option Plan and the Company's First Amended 1988 Nonqualified Stock Option Plan for Outside Directors, in each case as amended to the date hereof (collectively, the "Stock Option Plans"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries)holder, date of grant, exercise price and number of Shares subject thereto. The Stock Option Plans are the only plans under which any Company Options are outstanding. As of July 27, 1997, other than (1) the 3,983,598 Shares reserved for issuance upon exercise of outstanding Company Options and (2) Shares reserved for issuance pursuant to the Rights Agreement, dated as of August 23, 1989, between the Company and Bank of America, NT & SA, as Rights Agent (the "Rights Agreement"), there are no Shares reserved for issuance or any commitments for the Company to issue Shares. Each of the outstanding shares of capital stock Capital Stock or other securities of each of the Company's Subsidiaries directly or indirectly owned by the Company is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, and owned by the Company or by a direct or indirect wholly owned subsidiary Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim limitation or other encumbrancerestriction (including any restriction on the right to vote or sell the same except as may be provided as a matter of Law). Except as set forth abovefor Company Options, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements agreements or commitments to issue or sell any shares of capital stock Capital Stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of Capital Stock or other securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the The Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not If Parent takes the beneficial owner of actions provided for in Section 6.8(c) hereof, after the Effective Time, the Surviving Corporation will have no obligation to issue, transfer or sell any equity securities, except shares of capital stock Capital Stock or other securities of the Company's SubsidiariesSurviving Corporation pursuant to the Stock Option Plans. The Shares constitute the only class of securities of the Company or any of its Subsidiaries registered or required to be registered under the Exchange Act.

Capital Structure. (i) The authorized capital stock of the Company ----------------- consists of 50,000,000 Shares250,000,000 shares of Company Common Stock and 25,000,000 shares of preferred stock, par value $0.01 per share (the "Company Preferred Stock"). At the close of business on April 17, 2001, (i) 19,542,107 shares of Company Common Stock (excluding treasury shares) were issued and outstanding, none of which were held by any subsidiary of the Company, (ii) 4,000 shares of Company Common Stock were held by the Company in its treasury, (iii) no shares of Company Preferred Stock were issued or outstanding or were held by the Company in its treasury, (iv) 10,095,219 shares of Company Common Stock were reserved and available for issuance pursuant to the Amended and Restated 1996 Omnibus Stock Plan, the 2000 Stock Option and Incentive Plan and the 2000 Non- Employee Director Stock Option Plan (collectively, the "Company Stock Plans"), of which 27,554,547 Shares 5,157,110 shares were subject to issued and outstanding options under the Company Stock Plans and (v) 1,339,342 shares of Company Common Stock were reserved and available for issuance pursuant to the 2000 Employee Stock Purchase Plan (the "ESPP") of which no more than 100,000 shares of Company Common Stock were subject to outstanding purchase rights under the ESPP. The Company has delivered to Parent a complete and correct list, as of the close of business on January 14April 17, 19982001, 1,000,000 of all outstanding stock options or other rights to purchase Company Common Stock granted under the Company Stock Plans or otherwise (collectively, the "Stock Options"), the number of shares of Class A Preferred StockCompany Common Stock subject to each such Stock Option, par the grant dates and exercise prices and vesting schedule of each such Stock Option and the names of the holders thereof. Other than the Stock Options and rights under the ESPP, there are no outstanding rights of any person to receive Company Common Stock under the Company Stock Plans or otherwise, or on a deferred basis or otherwise. As of the close of business on April 17, 2001, there were outstanding Stock Options to purchase 2,236,710 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise price of such Stock Options was equal to approximately $1.65. The maximum number of shares of Company Common Stock that could be purchased with accumulated payroll deductions under the ESPP as of April 30, 2001 (assuming for such purpose that the fair market value $10.00 per shareof a share of Company Common Stock on such date is equal to the Merger Consideration) is 77,003. (ii) Except as set forth above, as of which the close of business on April 17, 2001, no shares of capital stock or other voting securities of the Company, or options, warrants or other rights to acquire or receive any such stock or securities were outstanding as of issued, reserved for issuance or outstanding. Since April 17, 2001, until the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreement. All of the outstanding Shares (x) there have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between issuances by the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each of the outstanding shares of capital stock or other voting securities of the Company other than issuances of shares of Company Common Stock pursuant to the exercise of Stock Options or rights under the ESPP, in each case outstanding on such date as required by their terms as in effect on the date of this Agreement and (y) there have been no issuances by the Company of options, warrants or other rights to acquire shares of capital stock or other voting securities from the Company, other than for rights that may have arisen under the ESPP. There are no outstanding stock appreciation rights or other rights (other than rights that may have arisen under the ESPP) that are linked to the price of the Company's Subsidiaries is Company Common Stock that were not granted in tandem with a related Stock Option. (iii) All outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant to the Company Stock Plans and the ESPP will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable andand not subject to preemptive rights. There are no bonds, except for directors' qualifying sharesdebentures, owned by a direct notes or indirect wholly owned subsidiary other indebtedness of the Company or any of it subsidiaries, and no securities or other instruments or obligations of the Company or any of its Subsidiaries the value of which is in any way based upon or derived from any capital or voting stock of the Company, free and clear having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of any lien, pledge, security interest, claim or other encumbrancethe Company may vote. Except as set forth aboveabove and except as expressly permitted under Section 4.01(a), there are no preemptive or other outstanding rightssecurities, options, warrants, conversion calls, rights, stock appreciation rightscontracts, redemption rights, repurchase rightscommitments, agreements, arrangements instruments, arrangements, understandings, obligations or commitments undertakings of any kind to issue which the Company or sell any of its subsidiaries is a party, or by which the Company or any of its subsidiaries is bound, obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of, or securities convertible into, or exchangeable or exercisable for, shares of capital stock or other voting securities 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, call, right, contract, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. As of the date of this Agreement, the Original Shares (as such term is defined in the Stockholders Agreement) represent more than 50% of the shares of Company Common Stock outstanding. There are not any outstanding contractual obligations of the Company or any of its subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries or (ii) vote or dispose of any shares of the capital stock of any of its subsidiaries. The Company is not a party to any voting agreements with respect to any shares of the capital stock or other voting securities of the Company or any of its Subsidiaries subsidiaries and, to the knowledge of the Company (which, for purposes of this representation and warranty, is limited to the actual knowledge of the chief executive officer or the chief financial officer of the Company), as of the date of this Agreement, there are no irrevocable proxies and no other voting agreements with respect to any securities shares of the capital stock or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any other voting securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiariessubsidiaries.

Capital Structure. (a) The authorized capital stock of the Company ----------------- consists of 50,000,000 Shares, of which 27,554,547 Shares were outstanding as of the close of business on January 14, 1998, 1,000,000 (i) Three Million (3,000,000) shares of Class A Preferred Stockcommon stock, no par value $10.00 per share("Common Stock"), which common stock is divided into three series comprised of which no (A) Three Thousand (3,000) shares were outstanding as of the date Series A Common Stock ("Series A Common Stock"), (B) Two Million Six Hundred Ninety-Seven Thousand (2,697,000) shares of this AgreementSeries B Common Stock ("Series B Common Stock"), and 1,000,000 (C) Three Hundred Thousand (300,000) shares of Class Series C Common Stock ("Series C Common Stock"), and (ii) One Hundred Thousand (100,000) shares of Reserved Common Stock ("Reserved Common Stock"). The Company has issued and outstanding Two Thousand Six Hundred Fifty (2,650) shares of Series A Common Stock and Two Million Six Hundred Forty-Seven Thousand Three Hundred Fifty (2,647,350) shares of Series B Preferred StockCommon Stock (collectively, par value $10.00 per share, the "Company Shares"). No shares of which no shares were outstanding as of the date of this AgreementSeries C Common Stock or Reserved Common Stock are issued and outstanding. All of the outstanding Company Shares have been duly authorized and are validly issued, and are fully paid and nonassessablenon-assessable. The There are no options, warrants, calls, conversion rights, commitments, agreements, contracts, understandings, restrictions, arrangements, or rights of any character to which the Company has no Shares is a party or by which the Company may be bound obligating the Company to issue, deliver, or sell, or cause to be issued, delivered, or sold, additional shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as the capital stock of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX or obligating the Company to grant, extend, or enter into any such option, warrant, call, conversion right, commitment, agreement, restriction, or right. The issued and Rust International Inc., 1,000,000 outstanding Company Shares subject to issuance upon exercise of are held by the options Shareholders in the amounts set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee on Schedule 2.1.2 of the Company Disclosure Schedule. There are no outstanding warrants, options, or its Subsidiaries), date rights of grant, exercise price and number of any kind to acquire the Company Shares subject thereto. Each of from the Shareholders. (b) All outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid Company and nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary each Company Subsidiary have been issued and granted in compliance with (i) all applicable securities laws and other Applicable Laws (as defined in Section 2.1.4(a)) and (ii) all requirements set forth in applicable contracts. (c) Neither the Company nor any of the CompanyCompany Subsidiaries has in the past ten (10) years repurchased, free and clear of any lien, pledge, security interest, claim redeemed or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell otherwise reacquired any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securitiesCompany, except shares of capital stock of the Company's Subsidiariesas set forth on Schedule 2.

Capital Structure. (i) The authorized capital stock of the Company ----------------- consists of 50,000,000 80,000,000 Shares, of which 27,554,547 36,954,786 Shares were outstanding as of the close of business on January 14June 12, 1998, 1,000,000 2006 and 5,000,000 shares of Class A Preferred Stockpreferred stock, par value $10.00 .01 per share, of which no shares were outstanding as of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreementare outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Other than (A) 737,554 Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for subject to issuance pursuant to under the Company's 1986 ’s 1994 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directorsas amended, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 1999 Director Stock Option Plan, 2004 Stock Incentive Stock Plan for Non-Employee Directors, Second Amended and Nonqualified Restated 2004 Omnibus Incentive Plan, and Amended and Restated Prudential Steel, Ltd. Stock Option Plan for Directors, (the "“Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise ”) as of the warrants close of business on June 12, 2006, (the "Warrants"B) issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 5,010,932 Shares subject to issuance upon exercise conversion of the options set forth in 4.00% Senior Subordinated Convertible Notes due June 15, 2033 (the First Option Agreement and Second Option Agreement“2003 Convertible Notes”), each issued pursuant to the Indenture dated as of March 28June 9, 19952003 (the “2003 Convertible Notes Indenture”), between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ The Bank of New York, as Trustee, the 4.00% Senior Subordinated Convertible Notes due June 15, 2033 (the "WH Options"“2004 Convertible Notes”), and 2,395,834 Shares subject to issuance issued pursuant to the Debentures. Indenture dated as of December 30, 2004 (the “2004 Convertible Notes Indenture”) , between the Company and The Company Disclosure Letter contains a correct Bank of New York, as Trustee, and complete list of each outstanding option to purchase Shares under the Stock Plans 1.875% Senior Subordinated Convertible Notes due November 15, 2025 (each a "Company Option"the “2005 Convertible Notes”), including issued pursuant to the -------------- holder Indenture dated as of November 15, 2005 (each of whom is a current or former directorthe “2005 Convertible Notes Indenture”), officer or employee of between the Company or its Subsidiaries), date and The Bank 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, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of the New York Trust Company, free and clear of any lienN.A., pledge, security interest, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rights, 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 Trustee (the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants2003 Convertible Notes, the WH Options 2004 Convertible Notes and the Debentures2005 Convertible Notes, the Company does not have outstanding any bondscollectively, 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiaries.the

Capital Structure. (i) The authorized capital stock of the Company ----------------- Mead consists of 50,000,000 Shares300,000,000 shares of Mead Common Stock, 61,500 s▇▇▇▇s of which 27,554,547 Shares were outstanding as undesignated non-voting cumula▇▇▇▇ preferred stock, par value $100.00 per share, 20,000,000 shares of undesignated voting cumulative preferred stock, without par value, 20,000,000 shares of cumulative preferred stock, without par value, and 295,540 shares of cumulative second preferred stock, par value $50.00 per share (all of such preferred stock, collectively, "Mead Preferred Stock"). At the close of business on January 14August 24, 1998200▇, 1,000,000 (A) 99,172,162 shares of Class A Mead Common Stock were issued and outstanding, (B) no shares of Me▇▇ ▇ommon Stock were held by Mead in its treasury, (C) no shares ▇▇ Mead Preferred StockStock were i▇▇▇▇d and outstanding, (D) there were o▇▇▇▇ns, warrants, agreements or other arrangements outstanding to acquire no more than 9,980,417 shares of Mead Common Stock pursuant to stock option, or other stock-based c▇▇▇▇nsation, benefits or savings plans, agreements or arrangements in which current or former employees or directors of Mead or its subsidiaries participate as of the date hereof, true a▇▇ ▇omplete copies of which, in each case as amended as of the date hereof, have been filed as exhibits to the Mead Filed SEC Documents (as defined below) or delivered to Westva▇▇ (such plans, collectively, the "Mead Stock Plans"), (E) 4,088,595 Limited Rights were outstanding ▇▇▇▇r the Mead Stock Plans, with a weighted average exercise price of $28.06; ▇▇d (F) the number of shares of Mead Common Stock with respect to unexercised options to which the▇▇ ▇xist automatic rights to the grant of "reload options" within the meaning of the applicable Mead Stock Plans was 1,042,938 and each share of Mead Common Stock ▇▇▇ attached one common share purchase right (co▇▇▇▇tively, the "Mead Rights") exercisable pursuant to the Restated Rights Agreemen▇, ▇s amended and restated as of February 16, 2000, by and between Mead and BankBoston, N.A., as rights agent (the "Mead Rights Agree▇▇▇▇"). Section 4.1(c) of the Mead Disclosure Sch▇▇▇▇e sets forth a list summarizing all Mead Op▇▇▇▇s outstanding as of August 24, 2001 under all of the Me▇▇ ▇tock Plans, including the term and the exercise price of eac▇ ▇▇ad Option and whether such Mead Option has a Limited Right or ri▇▇▇ to automatic grants of re▇▇▇▇ options associated with it. (ii) The authorized capital stock of Parent, as of the date hereof, consists of 100 shares of common stock, par value $10.00 0.01 per share, of which no 100 shares were outstanding as are issued and outstanding. The authorized capital stock of the date William Merger Sub consists of this Agreement, and 1,000,000 100 shares of Class B Preferred Stockcommon stock, par value val▇▇ $10.00 ▇.▇1 per share, of which no 100 shares were outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized are issued and are validly issued, fully paid and nonassessableoutstanding. The Company has no Shares or authorized capital stock of Michael Merger Sub consists of 100 shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuancecommon stock, except thatwithout ▇▇▇ ▇▇lue, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to which 100 shares are issued and outstanding. Mead is the Company's 1986 Stock Option Plan, Incentive Stock Plan sole stockholder of Parent and Nonqualified Stock Option Plan for Directors, is the legal and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇benefi▇▇▇▇ ▇owner of all 100 issued and outstanding shares. Parent is the sole stockholder of Michael Merger Sub and William Merger Sub and is the legal and ben▇▇▇▇▇▇▇ owner of all 10▇ ▇▇▇▇▇d and outstanding shares of each. Parent, Michael Merger Sub and William Merger Sub were recently formed by ▇▇▇▇ ▇▇lely for the pur▇▇▇▇ ▇▇ effecting the Mergers and the other ▇▇▇nsactions contemplated by this Agreement. Except as contemplated by this Agreement, none of Parent, Michael Merger Sub or William Merger Sub holds or has held any mat▇▇▇▇▇ ▇ssets or incurr▇▇ ▇▇▇ material liabilities, or has carried on any business activities other than in connection with the Mergers and the other transactions contemplated by this Agreement. (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. Each of the iii) All outstanding shares of capital stock of Mead, Parent, Michael Merger Sub and William Merger Sub are, and a▇▇ ▇hares of c▇▇▇▇▇▇ stock of Mead th▇▇ ▇▇▇ be issued as permitted by this Agreement or other securities of each of the Company's Subsidiaries is otherwis▇ ▇▇all be, when issued, duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrancenot subject to preemptive rights. Except as set forth abovein this Section 4.1(c) and except for changes since August 24, 2001 resulting from the issuance of shares of Mead Common Stock pursuant to Mead Options or as expressly permitt▇▇ ▇y Section 5.1(a)(ii) of th▇▇ ▇greement (including by being set forth in Section 5.1(a)(ii) of the Mead Disclosure Schedule), (A) there are no preemptive not issued or other outstanding rights, 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 voting securities of the Company Mead, (y) any securities of Mead or any Mead subsidiary convertibl▇ ▇▇to or exchangeable or ex▇▇▇▇sable fo▇, ▇r based upon the value of, shares of its Subsidiaries capital stock or voting securities of Mead or (z) any warrants, calls, options or other rights to acquir▇ ▇▇om Mead or any securities Mead subsidiary (including any subsidiary trust), or obligations o▇▇▇▇ations o▇ ▇▇ad or any Mead subsidiary to issue, any capital stock, voting se▇▇▇▇ties or ▇▇▇▇rities convertible into or exchangeable into or exercisable for, or giving based upon the value of, capital stock or voting securities of Mead, and (B) there are no outstanding obligations of Mead or any Person a right ▇▇▇▇ subsidiary to subscribe for repurchase, redeem or acquireotherwise acq▇▇▇▇ any suc▇ ▇▇curities or to issue, deliver or sell, or cause to be issued, delivered or sold, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiaries.

Capital Structure. The authorized capital stock Capital Stock of the Company ----------------- consists of 50,000,000 (i) one hundred million (100,000,000) Shares, of which 27,554,547 Shares 22,003,195 were outstanding as of the close of business on January 14July 27, 19981997, 1,000,000 and (ii) five million (5,000,000) shares of Class A Preferred Stock, par value $10.00 .01 per shareshare (the "Preferred Shares"), none of which no shares were outstanding as of the date of this Agreement, and 1,000,000 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of the date of this Agreementis outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Preferred Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants". Schedule 5.1(h) issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list as of July 27, 1997 of each outstanding purchase right or option to purchase Shares under the Stock Plans (each a "Company Option") to purchase Shares, including all Company Options issued under the Company's Amended and Restated Employee Stock Purchase Plan, the Company's Amended and Restated 1994 Stock Option Plan and the Company's First Amended 1988 Nonqualified Stock Option Plan for Outside Directors, in each case as amended to the date hereof (collectively, the "Stock Option Plans"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries)holder, date of grant, exercise price and number of Shares subject thereto. The Stock Option Plans are the only plans under which any Company Options are outstanding. As of July 27, 1997, other than (1) the 3,983,598 Shares reserved for issuance upon exercise of outstanding Company Options and (2) Shares reserved for issuance pursuant to the Rights Agreement, dated as of August 23, 1989, between the Company and Bank of America, NT & SA, as Rights Agent (the "Rights Agreement"), there are no Shares reserved for issuance or any commitments for the Company to issue Shares. Each of the outstanding shares of capital stock Capital Stock or other securities of each of the Company's Subsidiaries directly or indirectly owned by the Company is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, and owned by the Company or by a direct or indirect wholly owned subsidiary Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim limitation or other encumbrancerestriction (including any restriction on the 8 14 right to vote or sell the same except as may be provided as a matter of Law). Except as set forth abovefor Company Options, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements agreements or commitments to issue or sell any shares of capital stock Capital Stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of Capital Stock or other securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the The Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not If Parent takes the beneficial owner of actions provided for in Section 6.8(c) hereof, after the Effective Time, the Surviving Corporation will have no obligation to issue, transfer or sell any equity securities, except shares of capital stock Capital Stock or other securities of the Company's SubsidiariesSurviving Corporation pursuant to the Stock Option Plans. The Shares constitute the only class of securities of the Company or any of its Subsidiaries registered or required to be registered under the Exchange Act.

Capital Structure. The (a) As of the date hereof, the authorized ----------------- capital stock of the Company ----------------- consists of 50,000,000 Shares, of which 27,554,547 20,000,000 Shares were outstanding as of the close of business on January 14, 1998, 1,000,000 and 500,000 shares of Class A Preferred Stock, par value $10.00 per shareshare ("Company Preferred Stock"). ----------------------- (b) At the close of business on the date of this Agreement and on the Effective Date: (i) 1,477,119 Shares were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 22,066 Shares were held in the treasury of the Company or by Subsidiaries of the Company; (iv) 76,663 Shares were reserved for issuance upon the exercise of outstanding vested and exercisable stock options issued under the Company's 1992 Stock Option Plan, as amended, and 1998 Restricted Stock Plan for Non-Employee Directors (the "Company Stock ------------- Option Plans"); and ------------ (v) 95,855 Shares were reserved for issuance upon the exercise of outstanding unvested or unexercisable stock options issued under the Company Stock Option Plans which options will be cancelled prior to the Effective Time without incurring any monetary or other obligation to the Company, the Parent or the Sub to any holder of any such option; (c) Section 3.2 of the Company Letter contains a correct and complete list as of the date of this AgreementAgreement of each outstanding option to purchase Shares issued under any of the Company Option Plans (collectively, the "Company ------- Stock Options"), including the holder, date of grant, term, exercise price and ------------- number of shares of Company Common Stock subject thereto and whether the option is vested and exercisable or subject to acceleration. (d) Except for the (i) Company Stock Options (Company Stock Options to purchase 95,855 shares to be cancelled as indicated above), (ii) the issuance of Company Common Stock pursuant to the 1998 Restricted Stock Plan for Directors, and 1,000,000 (iii) and the Rights Agreement dated as of January 30, 1996, by and between the Company and Continental Stock Transfer & Trust Company, as successor to KeyCorp Shareholder Services, Inc., as Rights Agent (as amended, the "Company Rights Agreement"), pursuant to which the Company has issued rights ------------------------ (the "Company Rights") to purchase shares of Class B the Company's Series A Junior -------------- Participating Preferred Stock, par value $10.00 per sharethere are no options, warrants, calls, rights, contractual rights, or agreements to which the Company or any of its Subsidiaries is a party or by which no any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares were outstanding as of capital stock of the date Company or any of this Agreement. All its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right or agreement; provided, however, that the right of any stockholder of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company or any benefit that any stockholder of the Company has under the Company Rights Agreement will not be triggered as a result of the transactions hereunder as further provided in Section 3.27. Except as set forth in Section 3.2 of the Company Letter, there are no Shares outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of Class A Preferred Company Common Stock or Class B Preferred Stock reserved for issuance, except that, as any capital stock of January 14, 1998, there were 4,950,000 Shares reserved for issuance or any equity interests in the Company or any Subsidiary. No additional shares are available to be issued to the Directors pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified 1998 Restricted Stock Option Plan for Directors, and Shares having a maximum aggregate offering price thus, none will be so issued. (e) Each outstanding share of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list capital stock of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee Subsidiary of the Company or its Subsidiaries), 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, except for directors' qualifying sharesas set forth in Section 3.2 of the Company Letter, each such share is owned by a direct the Company or indirect wholly owned subsidiary another Subsidiary of the Company, free and clear of any lienall security interests, pledgeliens, security interestclaims, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rightspledges, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rightsrights of first refusal, agreements, arrangements or commitments to issue or sell limitations on voting rights, charges and other encumbrances of any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the nature whatsoever. (f) The Company does not have any outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities whether or not having the right to vote) with the stockholders Stockholders of the Company on any matter ("Voting Debt"). The Company is ----------- not the beneficial owner of any equity securities, except shares of capital stock of the Company's Subsidiariesmatter.

Capital Structure. The As of the Effective Time, the authorized capital stock of the Company ----------------- consists will consist of 50,000,000 Shares20,000,000 shares of Company Common Stock, of which 27,554,547 Shares were outstanding as of the close of business on January 14par value $0.01 per share, 1998, and 1,000,000 shares of Class A Preferred Stock, par value $10.00 0.01 per shareshare ("Company Preferred Stock"). At the close of business on October 16, 1995, (i) 8,985,810 shares of Company Common Stock were issued and outstanding, all of which no were validly issued, fully paid and nonassessable and free of preemptive rights, (ii) 153,080 shares of Company Common Stock were outstanding as held in the treasury of the Company or by the Subsidiaries of the Company, and (iii) not more than 738,563 shares of Company Common Stock were reserved for future issuance pursuant to the Company's 1990 Stock Option Plan, 1991 Stock Option Plan, the 1993 Long-Term Incentive Plan, or pursuant to any plans assumed by the Company in connection with any acquisition, business combination or similar transaction (collectively, the "Company Stock Option Plans"). No shares of Company Preferred Stock are outstanding. As of the date of this Agreement, and 1,000,000 except for stock options covering not in excess of 712,263 shares of Class B Preferred Stock, par value $10.00 per share, of which no shares were outstanding as of Company Common Stock issued under the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan Plans (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directorscollectively, the "Company Stock PlansOptions") and securities issuable under the Company Rights Plan (as hereinafter defined), 700,000 Shares ----------- subject there are no options, warrants, calls, rights or agreements to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between which the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list or any of each outstanding option to purchase Shares under the Stock Plans (each a "Company Option"), including the -------------- holder (each of whom its Subsidiaries is a current party or former directorby which any of them is bound obligating the Company or any of its Subsidiaries to issue, officer deliver or employee sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or any of its Subsidiaries), date Subsidiaries or obligating the Company or any of its Subsidiaries to grant, exercise price and number of Shares subject theretoextend or enter into any such option, warrant, call, right or agreement. Each of the outstanding shares share of capital stock or other securities of each Subsidiary of the Company's Subsidiaries Company that is a corporation is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying sharesas disclosed in the Company SEC Documents (as hereinafter defined), each such share is owned by a direct the Company or indirect wholly owned subsidiary another Subsidiary of the Company, free and clear of any lienall security interests, pledgeliens, security interestclaims, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rightspledges, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rightsrights of first refusal, agreements, arrangements or commitments to issue or sell any shares of capital stock or limitations on voting rights, charges and other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any 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 ("Voting Debt"). The Company is ----------- not the beneficial owner encumbrances of any equity securities, except shares of capital stock of the Company's Subsidiariesnature whatsoever.