Common use of Capitalization; Status of Capital Stock Clause in Contracts

Capitalization; Status of Capital Stock. The authorized capital stock of VCI consists solely of 20,000,000 shares of voting common stock, $.01 par value, of which an aggregate of 9,773,927 shares are presently issued and outstanding. After giving effect to the transactions described herein, an aggregate of 11,859,039 shares of VCI common stock will be issued and outstanding. All of the outstanding shares of capital stock of VCI have been duly authorized, are validly issued, and are fully paid and nonassessable. The VCI Shares, when issued and delivered in accordance with the terms of this Agreement, and the shares to be issued to Mortco upon exercise of the First Restated Warrant and the Second Restated Warrant, when issued in accordance with the terms of the First Restated Warrant and the Second Restated Warrant, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all claims, pledges, liens, encumbrances and restrictions of every kind. Except as otherwise set forth in Schedule 2.3, no options, warrants, subscriptions or purchase rights of any nature to acquire from VCI or any Subsidiary shares of capital stock or other securities are authorized, issued or outstanding, nor is VCI or any Subsidiary obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. Except as set forth in Schedule 2.3, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting of the capital stock of VCI or any Subsidiary. There are no agreements, understandings, trusts or other understandings concerning transfers of the capital stock of VCI or any Subsidiary, except as contemplated by this Agreement. The offer and sale of all capital stock and other securities of VCI and each Subsidiary issued before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission with respect thereto. VCI shall own, upon closing on the acquisition of each Subsidiary in compliance with the Merger Agreements attached hereto as Exhibits C-1 through C-5, all of the issued and outstanding capital stock of each Subsidiary.

Capitalization; Status of Capital Stock. The authorized capital stock of VCI consists solely of 20,000,000 shares of voting common stock, $.01 par value, of which an aggregate of 9,773,927 shares are presently issued and outstanding. After giving effect to the transactions described herein, an aggregate of 11,859,039 11,589,039 shares of VCI common stock will be issued and outstanding. All of the outstanding shares of capital stock of VCI have been duly authorized, are validly issued, and are fully paid and nonassessable. The VCI Shares, when issued and delivered in accordance with the terms of this Agreement, and the shares to be issued to Mortco upon exercise of the First Restated Warrant and the Second Restated Warrant, when issued in accordance with the terms of the First Restated Warrant and the Second Restated Warrant, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all claims, pledges, liens, encumbrances and restrictions of every kind. Except as otherwise set forth in Schedule 2.3, no options, warrants, subscriptions or purchase rights of any nature to acquire from VCI or any Subsidiary shares of capital stock or other securities are authorized, issued or outstanding, nor is VCI or any Subsidiary obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. Except as set forth in Schedule 2.3, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting of the capital stock of VCI or any Subsidiary. There are no agreements, understandings, trusts or other understandings concerning transfers of the capital stock of VCI or any Subsidiary, except as contemplated by this Agreement. The offer and sale of all capital stock and other securities of VCI and each Subsidiary issued before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission with respect thereto. VCI shall own, upon closing on the acquisition of each Subsidiary in compliance with the Merger Agreements attached hereto as Exhibits C-1 through C-5, all of the issued and outstanding capital stock of each Subsidiary.

Capitalization; Status of Capital Stock. The Company has a total authorized capitalization consisting of 75,000,000 shares of Voting Common Stock, of which 33,049,473 shares are issued and outstanding and no shares of which are held by the Company as Treasury Stock, 15,000,000 shares of Non-Voting Common Stock, of which 6,792,135 shares are issued and outstanding and no shares of which are held by the Company as Treasury Stock, and 15,000,000 shares of Preferred Stock, of which 10,433,504 shares are issued and outstanding and no shares of which are held by the Company as Treasury Stock. A complete list of the outstanding capital stock of VCI consists solely of 20,000,000 shares of voting common stock, $.01 par value, of the Company and the names in which an aggregate of 9,773,927 shares are presently issued and outstanding. After giving effect to the transactions described herein, an aggregate of 11,859,039 shares of VCI common such capital stock will be issued and outstandingis registered is set forth in Exhibit 3.20 hereto. All of the outstanding shares of capital stock of VCI the Company have been duly authorized, are validly issued, issued and are fully paid and nonassessable. The VCI Shares, when issued and delivered in accordance with the terms shares of this Agreement, and the shares to be issued to Mortco Common Stock issuable upon exercise of the First Restated Warrant and the Second Restated WarrantWarrants, when issued in accordance with the terms of the First Restated Warrant and the Second Restated Warrantso issued, will be duly authorized, validly issued, issued and fully paid and nonassessable, and free and clear of all claims, pledges, liens, encumbrances and restrictions of every kind. Except as otherwise set forth in Schedule 2.3indicated on Exhibit 3.20, there are no options, warrants, subscriptions warrants or rights to purchase rights of any nature to acquire from VCI or any Subsidiary shares of capital stock or other securities are of the Company authorized, issued or outstanding, nor is VCI or any Subsidiary the Company obligated in any other manner to issue shares of its capital stock or other securities securities. There are no restrictions on the transfer of shares of Voting Common Stock issued or issuable upon exercise of the Warrants, and, except as contemplated by this Agreement. Except as set forth in Schedule 2.3otherwise indicated on Exhibit 3.20, there are no agreements, understandings, trusts or restrictions on the transfer of other collaborative arrangements or understandings concerning the voting shares of the capital stock of VCI the Company other than those imposed by relevant state and federal securities laws. Except as otherwise indicated on Exhibit 3.20, no holder of any security of the Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any Subsidiaryagreement or instrument to which the Company is a party, or which are otherwise binding upon the Company. There are no agreementsNeither the issuance of the Notes or the Warrants nor the shares of Common Stock issued upon exercise of the Warrants will result in an adjustment under the antidilution or exercise rights of any holders of any outstanding shares of capital stock, understandingsoptions, trusts warrants or other understandings concerning transfers rights to acquire any securities of the capital stock Company. The shares of VCI or any SubsidiaryCommon Stock issuable upon exercise of the Warrants shall constitute, except as contemplated by this Agreementat the time of the Closing, not less than 4.94% of the outstanding Common Stock of the Company, calculated on a fully diluted basis. The offer and sale of all shares of capital stock and other securities of VCI and each Subsidiary the Company issued before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission with respect thereto. VCI shall ownlaws, upon closing subject to the disclosure set forth on the acquisition of each Subsidiary in compliance with the Merger Agreements attached hereto as Exhibits C-1 through C-5, all of the issued and outstanding capital stock of each SubsidiaryExhibit 3.20 hereto.

Capitalization; Status of Capital Stock. The Effective as of the time --------------------------------------- immediately prior to the IPO, the Company will have a total authorized capital stock capitalization consisting of VCI consists solely of 20,000,000 (i) shares of voting common stock, $.01 par valuevalue par share, some of which an aggregate will be designated as Class A Common Stock, none of 9,773,927 shares are presently issued and outstanding. After giving effect to the transactions described herein, an aggregate of 11,859,039 shares of VCI common stock which will be issued and outstanding, which shares will be issued in connection with the IPO, some of which are designated as Class B Common Stock, none of which will be issued and outstanding or issued in connection with the IPO or the transactions contemplated hereby, and some of which will be designated as Class C Common Stock, none of which will be issued and outstanding or issued in connection with the IPO or the transactions contemplated hereby, and (ii) shares of preferred stock, $.01 par value per share, some shares of which are designated as Series B Cumulative Redeemable Preferred Stock (the "Series B Preferred"), none of which will be issued and outstanding but which will, upon consummation of the IPO and the transactions contemplated hereby and assuming (i) no further issuances of capital stock by the Company after the date hereof and disregarding the shares of Class A Common Stock issued in the IPO, constitute 44% of the outstanding capital stock of the Company, and some shares of which will be designated as Series C Cumulative Redeemable Preferred Stock (the "Series C Preferred"), none of which will be issued and outstanding but which will, upon consummation of the IPO and the transactions contemplated hereby and assuming no further issuances of capital stock by the Company after the date hereof and disregarding the shares of Class A Common Stock issued in the IPO, constitute 44% of the outstanding capital stock of the Company. All Effective as of the closing date of the IPO, all the outstanding shares of capital stock of VCI the Company will have been duly authorized, are validly issued, issued and are will be fully paid and nonassessablenon-assessable and no personal liability will attach to the ownership thereof. The VCI designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the authorized capital stock of the Company are and will be as of the closing date of the IPO as set forth in the Restated Certificate of Incorporation, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be, upon filing of such Restated Certificate of Incorporation with the Delaware Secretary of State, valid, binding and in full force and effect in accordance with all applicable laws. The Shares, will, immediately after the closing of the IPO and the transactions contemplated hereby and assuming no further issuances of capital stock by the Company after the date hereof and after giving effect to the issuance and sale of the Shares, constitute 12.0% of the issued and outstanding capital stock of the Company calculated on an as converted, fully diluted basis without taking into account (i) any then outstanding options or warrants to acquire (A) shares of Class A Common Stock or (B) any Common Stock Equivalents or other Equity Securities or (ii) any shares of Class A Common Stock, any Common Stock Equivalents or other Equity Securities issued by the Company after the date hereof other than (A) shares issued in the IPO and (B) shares of Class A Common Stock, Common Stock Equivalents and other Equity Securities issued by the Company in connection with the Reorganization. The Shares, when issued and delivered in accordance with the terms of this Agreement, and the shares to be issued to Mortco upon exercise of the First Restated Warrant and the Second Restated Warrant, when issued in accordance with the terms of the First Restated Warrant and the Second Restated Warranthereof, will be duly authorized, validly issued, fully paid and nonassessablenon- assessable, and free and clear of all claims, pledges, liens, encumbrances and Liens or restrictions of every kind. Except imposed by or through the Company except as otherwise set forth in the Registration Rights Agreement. Except for the Shares, except as set forth on Schedule 2.32.14 of the ------------- Disclosure Letter, and except for shares of Common Stock and Common Stock Equivalents as may be issued by the Company after the date hereof, there are no subscriptions, options, warrants, subscriptions warrants or other rights (contingent or otherwise) to purchase rights of any nature to or otherwise acquire from VCI or any Subsidiary shares of capital stock or other equity securities are of the Company authorized, issued or outstanding, nor is VCI or any Subsidiary will the Company be obligated in any other manner to issue shares of its capital stock stock, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities except as contemplated by this Agreementany evidence of indebtedness or asset. As of the closing date of the IPO, shares of Class A Common Stock representing not more than five percent (5%) of the authorized capital stock of the Company will be authorized for issuance pursuant to the Company's 2000 Stock Option Plan. Except as set forth in Schedule 2.32.14 of the Disclosure Letter, or as contemplated by this ------------- Agreement or the Registration Rights Agreement (i) there are no restrictions on the transfer of shares of equity securities of the Company other than those imposed by relevant state and Federal securities laws and (ii) there are no agreements, understandings, proxies, trusts or other collaborative arrangements or understandings concerning the voting voting, pledge or purchase and sale of the capital stock equity securities of VCI the Company to which the Company is a party or of which it has Knowledge after due inquiry. Except as set forth in Schedule 2.14 of the Disclosure Letter, no ------------- holder of any security of the Company is entitled to preemptive, first refusal or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party, or which are otherwise binding upon the Company, or to the best of the Company's Knowledge, to which any other Person is a party, and all such rights have been duly waived with respect to the issuance of the Shares. Except as provided for in the Company's Restated Certificate of Incorporation, or as set forth in the attached Schedule -------- 2.14 of the Disclosure ---- Letter, the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any Subsidiary. There are no agreements, understandings, trusts interest therein or to pay any dividend or make any other understandings concerning transfers of the capital stock of VCI or any Subsidiary, except as contemplated by this Agreementdistribution in respect thereof. The offer and sale of all capital stock and other securities of VCI and each Subsidiary the Company issued before the Closing complied with or were exempt from all applicable federal Federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto. VCI shall own, upon closing on the acquisition of each Subsidiary in compliance with the Merger Agreements attached hereto as Exhibits C-1 through C-5, all of the issued and outstanding capital stock of each Subsidiary.

Capitalization; Status of Capital Stock. The Company has a total authorized capital stock capitalization consisting of VCI consists solely of 20,000,000 (i) 8,290,000 shares of voting common stockClass B Common Stock, $.01 par value, of which an aggregate of 9,773,927 4,421,000 shares are presently issued and outstanding. After outstanding on the date hereof, (ii) 3,040,000 shares of Class A Common Stock, of which no shares are issued and outstanding on the date hereof and (iii) 3,009,600 shares of Series A Preferred Stock, of which no shares are issued and outstanding on the date hereof, in each case without giving effect to the transactions described herein, an aggregate contemplated hereby. A complete list of 11,859,039 the capital shares of VCI common stock will be the Company which has been previously issued and outstandingthe names in which such capital shares are registered on the stock transfer books of the Company is set forth in EXHIBIT 3.16 hereto. All the outstanding capital shares of the outstanding shares of capital stock of VCI Company have been duly authorized, are validly issued, issued and are fully paid and nonassessablenon-assessable. The VCI Purchased Shares, when issued and delivered in accordance with the terms hereof and after payment of this Agreementthe purchase price therefor, and the shares to be issued to Mortco upon exercise of the First Restated Warrant and the Second Restated WarrantConverted Shares, when issued in accordance with the terms and delivered upon conversion of the First Restated Warrant and the Second Restated Warrant, Class A Common Stock will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all claims, pledges, liens, encumbrances and restrictions of every kindnon-assessable. Except as otherwise set forth in Schedule 2.3EXHIBIT 3.16, no options, warrants, subscriptions or purchase rights of any nature to acquire from VCI or any Subsidiary the Company shares of capital stock or other securities are authorized, issued or outstanding, nor is VCI or any Subsidiary the Company obligated in any other manner to issue shares of its capital stock shares or other securities except as contemplated by this Agreement. Except as set forth in Schedule 2.3EXHIBIT 3.16, there are no restrictions on the transfer of capital shares of the Company other than those imposed by relevant Federal and State securities laws and as otherwise contemplated by this Agreement, the Stockholders' Agreement and the Registration Rights Agreement. Except as set forth in EXHIBIT 3.16 and other than as provided in the above-referenced Stockholders' Agreement, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting of the capital stock shares of VCI or any Subsidiarythe Company. There Except as set forth in EXHIBIT 3.16, there are no agreements, understandings, understandings or trusts or other understandings concerning transfers of the capital stock shares of VCI or any Subsidiarythe Company except for the aforementioned Stockholders' Agreement, the aforementioned Registration Rights Agreement and except as contemplated by this Agreement. The offer and sale of all capital stock shares and other securities of VCI and each Subsidiary the Company issued before the Closing or Additional Closing, as the case may be, complied with or were exempt from all applicable federal Federal and state State securities laws and no stockholder has a right of rescission with respect thereto. VCI shall own, upon closing on the acquisition of each Subsidiary in compliance with the Merger Agreements attached hereto as Exhibits C-1 through C-5, all of the issued and outstanding capital stock of each Subsidiary.