Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 150,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 8,736,690 shares (which amount does not materially differ from the amount have been issued and are outstanding as of the date of this Agreement) have been issued and are outstandingAgreement including the Escrow Shares (as such term is hereinafter defined); and (ii) five hundred thousand (500,000) 10,000,000 shares of preferred stockPreferred Stock, $1.00 .01 par value per share, of which no shares are outstanding currently issued or are outstanding; and (iii) 1,200,000 shares of Preferred Stock have been designated as Series J Convertible Preferred Stock, of which no shares are currently issued or are outstanding. Except as set forth in Part 3.3(a)(i) of the date Company Disclosure Schedule, the Company does not hold any shares of this Agreementits capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. There are 141,863 shares of Company Common Stock that are subject to a certain Performance Share Escrow Agreement, dated October 15, 1992, as amended (such shares being referred to as the “Escrow Shares”), and are held in an escrow by Montreal Trust Company of Canada, as escrow agent (the “Escrow Agent”). Except as set forth in Part 3.3(a)(ii) of the Company Disclosure Schedule: (i) None none of the outstanding shares of Company Common Stock or the capital stock of any of the Acquired Corporations is entitled or to, subject to or bound by any outstanding option, warrant, call, subscription right, preemptive right, right of participation, right of maintenance or any similar rightother right agreement or commitment which (a) obligates Company or any Subsidiary of Company to issue, sell or transfer any shares of the capital stock of Company or any Subsidiary of Company, (b) restricts the transfer of any shares of capital stock of Company or any of its Subsidiaries, or (c) relates to the voting of any shares of capital stock of Company or any of its Subsidiaries; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. Part 3.3(a)(iii) of the Company Disclosure Schedule describes all repurchase rights held by the Company with respect to shares of Company Common Stock (whether such shares were issued pursuant to the exercise of Company Options or otherwise).

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 35,000,000 shares of Company Common Stock, $.005 par value per share, of which, which 8,242,531 shares have been issued and are outstanding as of August 31May 1, 1998, 8,076,404 shares 1999 (which amount does not materially differ from the amount issued and number of shares outstanding as of the date of this Agreement) have been issued and are outstanding); and (ii) five hundred thousand (500,000) 5,000,000 shares of preferred stockPreferred Stock, $1.00 0.01 par value per share, of which no shares have been issued or are outstanding as outstanding. The Company does not hold any shares of the date of this Agreementits capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable, and were issued in compliance with all applicable Federal and state securities laws and other applicable Legal Requirements and all requirements set forth in applicable Contracts. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; and (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations The Company is not under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 175,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 76,904,133 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this Agreement; and (ii) 10,000,000 shares of Preferred Stock, $.001 par value per share, (A) 170,000 shares of which have been designated "Series A Preferred Stock," none of which are outstanding as of the date of this Agreement, (B) 230,000 shares of which have been designated "Series B Preferred Stock," none of which are outstanding as of the date of this Agreement and (C) 1,200,000 of which have been designated "Series B Junior Participating Preferred Stock," none of which are outstanding as of the date of this Agreement. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any either of the other Acquired CorporationsCompany's Subsidiaries. (i) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none . None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of any of the Company; and (iii) there Acquired Corporations. There is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), ) any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

Capitalization, Etc. (a) The As of April 19, 2015 (the “Capitalization Date”), the authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) consisted of 32,500,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 20,788,385 shares (which amount does not materially differ from the amount were issued and outstanding as (including 85,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the date of this Agreement) have been issued and are outstandingOption Plans); and (ii) five hundred thousand (500,000) 15,000,000 shares of preferred stock, $1.00 par value $0.001 per share, of the Company, of which no shares are outstanding as were issued or outstanding. As of the date Capitalization Date: (i) no shares of this AgreementCompany Common Stock were held in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plans. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired CorporationsCompany Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (iA) None none of the outstanding shares of Company Common Stock is are entitled or subject to any preemptive right, right of participation, right of maintenance participation or any similar right; (ii) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; and (iiiB) there is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, ; and (AC) the shares of Parent Common Stock issued in exchange for Company is not under any shares of Company Common Stock that are subject to a obligation or bound by any Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, it may become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20, 2015 through the Agreement Date, each inclusive, the Company has not issued any shares of Company Common Stock except pursuant to the exercise of Company Options outstanding as of the Capitalization Date and the vesting of Other Company Equity Awards under the Option Plans outstanding as of the Capitalization Date.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 50,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 19,508,902 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this AgreementAgreement and all of which shares are owned by the LLC; and (ii) 23,241,098 shares of Company Converting Preferred Stock, all of which have been issued and are outstanding as of the date of this Agreement and all of which are owned by the LLC. Schedule 2.3(a) sets forth (A) the names of the owners of the membership interests in the LLC ("Interests") and the number of shares and percentage ownership held by each such owner and (B) the names of the Persons who will be the owners of the Company Common Stock and the Company Converting Preferred Stock immediately following the Conversion and the number of shares which will be held by such Persons. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock and Company Converting Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As Except as identified in Part 2.3(a) of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. Disclosure Schedule: (i) None none of the outstanding shares of Company Common Stock is or Company Converting Preferred Stock or any of the Interests are entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is or Company Converting Preferred Stock or any of the Interests are subject to any right of first refusal in favor of the Companyrefusal; and (iii) there is no Acquired Corporation AAHoldings Entity Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation Stock or any of the MergerInterests. None of the AAHoldings Entities is under any obligation, (A) the shares of Parent Common Stock issued in exchange for or is bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockStock or Company Converting Preferred Stock or any of the Interests. Upon consummation of the Conversion, all of the Company Common Stock and Company Converting Preferred Stock shall be owned by the owners of the LLC identified on Schedule 2.3(a), and the LLC shall cease to exist.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 100,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 42,243,979 shares (which amount does not materially differ from the amount were issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) 17,801,205 shares of preferred stockPreferred Stock, $1.00 0.001 par value per shareshare (“Preferred Stock”), of which 12,801,205 are designated Company Series A Preferred Stock, none of which were issued and are outstanding as of the date of this Agreement. Other than the outstanding Company Series A Preferred Stock specified in the preceding sentence, there are no shares are of Preferred Stock outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock and Series A Preferred Stock, if any, have been duly authorized and validly issued, and are fully paid and nonassessable. As Except as set forth in Part 2.3(a)(i) of the date Disclosure Letter, the Company does not hold any shares of this Agreement, there its capital stock in its treasury. There are 1,151,109 no shares of Company Common Stock or Company Series A Preferred Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(ii) of the Disclosure Letter: (i) None none of the outstanding shares of Company Common Stock or Company Series A Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock or Company Series A Preferred Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Series A Preferred Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or Company Series A Preferred Stock. Part 2.3(a)(iii) of the Disclosure Letter accurately and completely describes all repurchase rights held by the Company with respect to shares of Company Common Stock or Company Series A Preferred Stock, and specifies which of those repurchase rights are currently exercisable.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) shares of Company Common Stock, $.005 par value per share200,000,000 Shares, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount 32,066,998 Shares were issued and outstanding as of the date close of this Agreement) have been issued and are outstanding; business on May 4, 2015 and (ii) five hundred thousand (500,000) 25,000,000 shares of preferred stock, $1.00 par value per shareCompany Preferred Stock, of which no shares are were issued and outstanding as of the date close of this Agreementbusiness on May 4, 2015. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable. As (b) Except as set forth in Part 3.3(b) of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. Disclosure Letter (i) None none of the outstanding shares of Company Common Stock Shares is entitled or subject to to, or has been issued in violation of, any preemptive right, antidilutive right, vesting condition, right of repurchase or forfeiture, right of participation, right of maintenance maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding shares of Company Common Stock Shares is subject to any right of first refusal in favor of the Company; and (iii) there is are no Acquired Corporation Contract outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; (iv) there are no stockholder agreements, proxies, voting trusts or any other Company Contracts relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such ContractShares. None of the Acquired Corporations is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Shares or other Company Common Stocksecurities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: of (i) twenty-five million (25,000,000) shares an unlimited number of Company Common Stock, $.005 par value per shareShares, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount 18,833,739 Common Shares have been issued and are outstanding as of the date of this Agreement) have been issued and are outstanding; Agreement and (ii) five hundred thousand (500,000) shares an unlimited number of preferred stock, $1.00 par value per shareshares, of which no preferred shares are issued or outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are 1,151,109 shares of Company no Common Stock Shares held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock Shares is entitled or subject to any preemptive right, right of participation, right of maintenance participation or any similar right; (ii) none of the outstanding shares of Company Common Stock Shares is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares Common Shares. None of Company the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Common StockShares. Upon consummation of the MergerArrangement, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock Shares that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock Shares will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) of 50,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 8,274,708 shares (which amount does not materially differ from the amount have been issued and are outstanding as of the date of this Agreement) , 4,340,000 shares of Company Series A Preferred Stock, all of which have been issued and are outstanding; and (ii) five hundred thousand (500,000) outstanding as of the date of this Agreement, 1,097,783 shares of preferred stockCompany Series B Preferred Stock, $1.00 par value per share, all of which no have been issued and are outstanding as of the date of this Agreement, 7,096,900 shares of Company Series C Preferred Stock, all of which have been issued and are outstanding as of the date of this Agreement, and 6,036,616 shares of Company Series D Preferred Stock, all of which have been issued and are outstanding as of the date of this Agreement. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held Except as set forth in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. Schedule 2.3(a): (i) None none of the outstanding shares of Company Common Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Capital Stock is subject to any right of first refusal or similar right in favor of the CompanyCompany or any other Person; and (iii) there is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Capital Stock. Upon consummation of the MergerThe Company is not under any obligation, (A) the shares of Parent Common Stock issued in exchange for and is not bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockCapital Stock or any other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 15,900,000 shares of voting Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 6,709,393 shares (which amount does not materially differ from the amount have been issued and are outstanding as of the date of this Agreement; (ii) 2,600,000 shares of non-voting Company Common Stock, of which 78,967 shares have been issued and are outstandingoutstanding as of the date of this Agreement; and (iiiii) five hundred thousand (500,000) 5,000,000 shares of preferred stock, $1.00 par value per shareCompany Preferred Stock, of which no 4,655,863 shares have been issued and are outstanding as of the date of this Agreement. As of the date of this Agreement, the Stated Value (as defined in the Certificate of Designations) of the Company Preferred Stock is $2.15 per share and each share of Company Preferred Stock is convertible into one share of Company Common Stock. Part 2.3(a)(i) of the Disclosure Schedule identifies each stockholder of the Company and the number of shares of each class of Company Capital Stock held by such stockholder. Except as set forth in Part 2.3(a)(ii) of the Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As Except as set forth in Part 2.3(a)(iii) of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. Disclosure Schedule: (i) None none of the outstanding shares of Company Common Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Capital Stock is subject to any right of first refusal or similar right in favor of the CompanyCompany or any other Person; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Capital Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations has the right or is under any obligation obligation, or is bound by any Contract pursuant to which it may have the right or become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockCapital Stock or any other securities. Part 2.3(a)(iv) of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of the shares of Company Capital Stock is subject.

Capitalization, Etc. (aA) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 25,000,000 shares of Company Common Stock, of which 8,749,972 shares have been issued and are outstanding as of September 30, 1998; and (ii) 4,000,000 shares of Preferred Stock, $.005 .01 par value per share, of whichwhich 3,000 shares are designated as "Series A Convertible Preferred Stock" (the "Company Preferred Stock"), as of August 31, 1998, 8,076,404 which 3,000 shares (which amount does not materially differ from the amount are issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) . The maximum number of shares of preferred stockCompany Common Stock issuable upon the conversion of all outstanding shares of Company Preferred Stock is 1,538,462. The Company has not repurchased any shares of its capital stock pursuant to the stock repurchase program announced by the Company on August 13, $1.00 par value per share, 1998 and does not hold any shares of which no shares are outstanding as of the date of this Agreementits capital stock in its treasury. All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 no shares of Company Common Stock or Company Preferred Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule: (i) None none of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar rightright created by the Company or imposed under applicable law with respect to capital stock of the Company; (ii) none of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or Company Preferred Stock. As of September 30, 1998, the aggregate dollar amount of dividends accrued with respect to all outstanding shares of Company Preferred Stock is $270,000. The Company has never paid any dividends with respect to any Company Preferred Stock.

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 40,000,000 shares of Company Common Stock, $.005 par value per shareof which 13,729,687 shares are issued and outstanding; (ii) 138,496 shares of Series A Preferred Stock, of which, as of August 31, 1998, 8,076,404 which 138,496 shares (which amount does not materially differ from the amount are issued and outstanding as outstanding; (iii) 174,368 shares of the date Series A-1 Preferred Stock of this Agreement) have been which 174,368 shares are issued and outstanding; (iv) 6,869,154 shares of Series B Preferred Stock, of which 6,869,154 shares are issued and outstanding; and (iiv) five hundred thousand (500,000) 4,000,000 shares of preferred stock, $1.00 par value per shareSeries C Preferred Stock, of which no 2,949,251 shares are outstanding issued and outstanding. All of the information contained in Schedule 1.5(g) is accurate and complete as of the date of this Agreement. Each issued and outstanding share of Company Preferred Stock is convertible into one share of Company Common Stock. No dividends have ever been paid or declared with respect to any shares of Company Capital Stock. All of the outstanding shares of Company Common Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As Except as set forth in Part 2.3(a)(ii) of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. Disclosure Schedule: (i) None none of the outstanding shares of Company Common Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) other than the rights created pursuant to this Agreement, none of the outstanding shares of Company Common Capital Stock is subject to any right of first refusal or similar right in favor of the CompanyCompany or any other Person; and (iii) there is no Acquired Corporation Contract (other than this Agreement) relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Capital Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockCapital Stock or any other securities. No shares of Company Capital Stock are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other Acquired Corporation Contract. Except as set forth in Part 2.3(a)(iii) of the Disclosure Schedule, none of the Acquired Corporations is or may become obligated to provide board of directors “observer” rights, visitation rights or similar rights to any shareholder or other Person.

Capitalization, Etc. (a) The authorized share capital stock of the Company consists of: (i) twenty-five million (25,000,000) shares of an unlimited number of Company Common Stock, $.005 par value per shareShares, of which, as of August 31, 1998, 8,076,404 which 54,665,412 shares (which amount does not materially differ from the amount have been issued and are outstanding as of the date of this Agreement) , 35,821,807 Class A Convertible Preferred Shares, 35,821,807 of which have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares outstanding as of preferred stockthe date of this Agreement, $1.00 par value per share11,310,903 Class B Convertible Preferred Shares, of which no 11,310,903 shares have been issued and are outstanding as of the date of this Agreement and 17,139,240 Class C Convertible Preferred Shares, of which 17,139,240 have been issued and are outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As Except as set forth in Part 2.3(a) of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. Disclosure Schedule: (i) None none of the outstanding shares of Company Common Stock Shares is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock Shares is subject to any right of first refusal or similar right in favor of the CompanyCompany or any other Person; and (iii) there is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such ContractShares. None of the Company Acquired Corporations is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares Company Shares or any other securities. Part 2.3(a) of the Company Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of the Company Shares is subject. Each Class A Convertible Preferred Share and Class C Convertible Preferred Share in the share capital of the Company is convertible into one Company Common StockShare. Each Class B Convertible Preferred Share in the share capital of the Company is convertible into 1.0884103 Company Common Shares.

Capitalization, Etc. (aA) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. (B) As of August 31, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options outstanding as of the date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the Company pursuant to the Company's stock option plans are referred to in this Agreement as "COMPANY OPTIONS.") Part 2.3(b)(i) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of August 31, 1998: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Option expires. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which the Company has ever granted stock options and the form of all stock option agreements evidencing such options. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option. (C) As of the date of this Agreement, six hundred seventy-nine thousand, seven hundred twenty-three (679,723) shares of Company Common Stock are subject to issuance pursuant to outstanding warrants to purchase Company Common Stock ("COMPANY WARRANTS"). Part 2.3(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Warrant outstanding as of the date of this Agreement: (i) the name of the warrant holder; (ii) the number of shares of Company Common Stock subject to such Company Warrant; (iii) the exercise price of such Company Warrant; (iv) the date on which such Company Warrant was granted; (v) the applicable vesting schedule and the extent to which such Company Warrant is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Warrant expires. The Company has 6

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five six million (25,000,0006,000,000) shares of Company voting Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which four hundred fifty thousand (450,000) shares (which amount does not materially differ from the amount have been issued and are outstanding as of the date of this AgreementAgreement and (ii) four million (4,000,000) shares of non-voting Common Stock, of which two hundred and nine thousand eight hundred twenty-three (209,823) shares have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this Agreement. The update to Section 2.3(a) provided to Parent pursuant to Section 5.5. shall be accurate and complete as of the Closing Date. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As All outstanding shares of Company Common Stock have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. Part 2.3(a) of the Company Disclosure Schedule provides as of the date of this Agreement, there are 1,151,109 shares an accurate and complete description of Company Common Stock the terms of each repurchase option which is held in treasury by the Company and no to which any shares of capital stock held in treasury by any of the other Acquired CorporationsCompany is subject. (i) None of the outstanding shares of the capital stock of the Company Common Stock is are entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; right (ii) none whether pursuant to the articles of incorporation or bylaws of the outstanding shares of Company Common Stock is subject or any Acquired Corporation Contract or any statute to which any right of first refusal in favor of the Company; Acquired Corporations is subject) and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging pledging, transferring or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation the capital stock of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company Common Stockother than pursuant to restricted stock purchase agreements or stock option agreements providing for the repurchase of such securities at the original issue price of such securities, all of which are identified in Part 2.3(a) of the Company Disclosure Schedule.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 120,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 26,091,228 shares (which amount does not materially differ from the amount are issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and , (ii) five hundred thousand (500,000) 6,050,000 shares of preferred stock, $1.00 par value per shareCompany Series A Preferred Stock, of which no 6,000,000 shares are issued and outstanding as of the date of this Agreement, (iii) 6,000,001 shares of Company Series B Preferred Stock, of which 5,444,381 shares are issued and are outstanding as of the date of this Agreement, (iv) 8,740,361 shares of Company Series C Preferred Stock, of which 8,251,934 shares are issued and outstanding as of the date of this Agreement and (v) 18,432,911 shares of Company Series D Preferred Stock, of which 18,250,407 shares are issued and outstanding as of the date of this Agreement. The Company holds 55,209 shares of Company Common Stock in its treasury. All of the outstanding shares of Company Common Capital Stock have been duly authorized and authorized, validly issued, issued and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) , and none of the outstanding shares of Company Common Capital Stock is subject to any right of first refusal in favor of the Company; and (iii) there . There is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Capital Stock. Upon consummation of the MergerThe Company is not under any obligation, (A) the shares of Parent Common Stock issued in exchange for or is not bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of its Company Common StockCapital Stock or other securities and has never repurchased, redeemed or otherwise reacquired any shares of its Company Capital Stock or other securities except for such repurchases or redemptions of Company Capital Stock from Company employees or founders pursuant to Company Option agreements and/or restricted stock agreements with such employees or founders that were made at the Company’s election and there are no repurchases, redemption or reacquisitions pending.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 21,600,000 shares of Company Class A Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 6,798,039 shares (which amount does not materially differ from the amount have been issued and are outstanding as of the date of this Agreement; (ii) 1,599,000 shares of Class B Common Stock, of which 1,599,000 shares have been issued and are outstandingoutstanding as of the date of this Agreement; and (iiiii) five hundred thousand (500,000) 6,000,000 shares of preferred stock, $1.00 par value per shareCompany Preferred Stock, of which no 5,809,333 are designated as Series A Convertible Redeemable Preferred Stock and of which 5,809,333 shares have been issued and are outstanding as of the date of this Agreement. As of the date of this Agreement, the Stated Value (as defined in the Company’s Second Amended and Restated Certificate of Incorporation) of the Company Preferred Stock is $1.377 per share and each share of Company Preferred Stock is convertible into one share of Class A Common Stock. Part 2.3(a)(i) of the Disclosure Schedule identifies each stockholder of the Company and the number of shares of each class of Company Capital Stock held by such stockholder. Except as set forth in Part 2.3(a)(ii) of the Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As Except as set forth in Part 2.3(a)(iii) of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. Disclosure Schedule: (i) None none of the outstanding shares of Company Common Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Capital Stock is subject to any right of first refusal or similar right in favor of the Company or, to the Knowledge of the Company, any other Person; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Capital Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations has the right or is under any obligation obligation, or is bound by any Contract pursuant to which it may have the right or become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockCapital Stock or any other securities.

Capitalization, Etc. (aA) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 1,200,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 1,000,000 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this Agreement. All of the Company Common Stock is owned, beneficially and of record, only as set forth on Schedule 2.3 hereof. All of the outstanding shares of Company Common Stock have been and, as of the Effective Time, will be duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held Company. Except as set forth in treasury by any Part 2.3(a) of the other Acquired Corporations. Company Disclosure Schedule: (i) None none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the CompanyCompany or any other Person; and (iii) there is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations The Company is not under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. No shares of Company Common Stock outstanding on the date of this Agreement are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 30,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 16,184,486 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this AgreementAgreement (and of which an additional 511,200 shares are held in the Company's treasury); and (ii) 10,000,000 shares of Company Preferred Stock, of which (A) 4,000,000 shares have been designated Series A Convertible Preferred Stock, of which 910,822 shares have been issued and are outstanding as of the date of this Agreement and (B) 30,000 shares have been designated Series B Junior Participating Preferred Stock, of which none are outstanding. Since December 31, 1995, 1,132,050 shares of Company Preferred Stock have been converted into 1,132,050 shares of Company Common Stock. All of the outstanding shares of Company Common Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As Except as set forth in Part 3.3(a)(ii) of the date Company Disclosure Schedule or where the existence of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the following (y) has not resulted in the imposition on or incurrence by the Company, and could not reasonably be expected to result in the imposition on or incurrence by the Company, Parent, the Surviving Corporation or any other Acquired Corporations. Subsidiary of Parent, of any Accrued Liability or Potential Liability, and (z) has not given rise to and could not reasonably be expected to give rise to or 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 or other securities of the Company or any other claim against the Company: (i) None none of the outstanding shares of Company Common Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Capital Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Capital Stock. Upon consummation of the MergerThe Company is not under any obligation, (A) the shares of Parent Common Stock issued in exchange for and is not bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Capital Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: of (i) twenty-five million 37,500,000 shares of Class A Company Common Stock and (25,000,000ii) 12,500,000 shares of Class B Company Common Stock. As of the close of business on June 29, 2017 (the “Capitalization Date”): (i) 10,033,534 shares of Class A Company Common Stock were issued and 9,116,817 shares of Class A Company Common Stock were outstanding (which includes 246,167 shares of Company Common Stock, $.005 par value per share, Stock that were subject to unvested Company RSAs); (ii) 4,500,000 shares of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount Class B Company Common Stock were issued and outstanding as outstanding; (iii) 916,717 shares of Company Common Stock were held in the treasury of the date Company; (iv) 934,000 shares of this Agreement) have been issued and Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Incentive Plan (stock options granted by the Company pursuant to the Incentive Plan are outstandingreferred to collectively herein as “Company Options”); and (iiv) five hundred thousand (500,000) 1,138,005 shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of Company Common Stock were available for grant or issuance under the date of this AgreementIncentive Plan. All of the outstanding shares of Company Common Stock Stock, including each Company RSA, have been duly authorized and validly issued, and are fully paid and nonassessable. As All shares of Company Common Stock issuable upon exercise of a Company Option would be, if issued as of the date of this AgreementAgreement Date, there duly authorized, validly issued, fully paid and nonassessable. There are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired CorporationsCompany Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (iA) None none of the outstanding shares of Company Common Stock is are entitled or subject to any preemptive right, right of participation, right of maintenance participation or any similar right; (ii) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; and (iiiB) there is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right Table of Contents with respect to), any shares of Company Common Stock. Upon consummation of the Merger, ; and (AC) the shares of Parent Common Stock issued in exchange for Company is not under any shares of Company Common Stock that are subject to a obligation or bound by any Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, it may become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) shares of Company Common Stock, $.005 par value $.01 per share, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand million (500,0005,000,000) shares of preferred stock, $1.00 par value $.01 per share. As of the date hereof, (i) 8,440,948 shares of which Company Common Stock were issued and outstanding, (ii) no shares are outstanding of the Company's preferred stock were issued or outstanding, (iii) no shares of capital stock of the Company were held in the Company's treasury, (iv) 2,600,000 shares of Company Common Stock were reserved for issuance under the Amended and Restated 1996 Incentive and Non-Incentive Stock Option Plan (the "1996 STOCK OPTION PLAN") and (v) 1,000,000 shares of Company Common Stock were reserved for issuance under the Company's 2005 Incentive Compensation Plan. Except as set forth in this Section 2.3(a) as of the date hereof, no shares of this Agreementcapital stock of the Company were authorized, issued, reserved for issuance or outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired CorporationsCompany's Subsidiaries. (i) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; right (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Contract relating whether pursuant to the voting certificate of incorporation or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing bylaws of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject Acquired Company Contract or any statute to which any of the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such ContractAcquired Companies is subject). None of the Acquired Corporations Companies is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockStock or capital stock of any Subsidiary of the Company or to provide any funds to or make any investment in (A) any Subsidiary of the Company that is not wholly-owned by the Company or (B) any other Person.

Capitalization, Etc. (aA) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 10,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 1,600,000 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this Agreement, and 165,906 are issuable upon conversion of the Convertible Notes immediately prior to the Effective Time. All of the outstanding shares of Company Common Stock have been and, as of the Effective Time, will be duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held Company. Except as set forth in treasury by any Part 2.3(a)(i) of the other Acquired Corporations. Company Disclosure Schedule: (i) None none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations The Company is not under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. No shares of Company Common Stock outstanding on the date of this Agreement are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company.