Common use of Capitalization Clause in Contracts

Capitalization. (a) As of the date hereof, the authorized capital stock of the Company consists of 120,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, and 28,500,000 shares of preferred stock, par value $.01 per share (the "Company Preferred Stock"), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24, 1998, (i) 39,398,204 shares of Company Common Stock were issued and outstanding, (ii) 2,348,497 shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists consists, as of 120,000,000 September 30, 1997, of: (a) 40,000,000 shares of Company Common Stock, 7,000,000 of which 11,675,436 shares are issued and 11,406,162 shares are outstanding; and (b) 1,000,000 shares of Company Class A Common Stock, and 28,500,000 shares of preferred stock, par value $.01 per share (the "Company Preferred Stock"), of which 670,000 15,000 shares are have been designated as Series A Junior Preferred Stock, 5,000 shares have been designated as Series B Preferred Stock and 150,000 shares have been designated as Series C Preferred Stock, with 13,845 shares of Series A Preferred Stock, 4,295 shares of Series B Preferred Stock and 123,172 shares of Series C Preferred Stock being issued and outstanding. As of August 24September 30, 19981997, (i) 39,398,204 2,022,573 shares of Company Common Stock were issued and outstanding, (ii) 2,348,497 shares of Company Common Stock were reserved for issuance upon the exercise of Options granted pursuant to outstanding under the Company Stock Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 500,000 shares of Company Common Stock were reserved for issuance upon conversion of outstanding under the Company's 1996 Employee Stock Purchase Plan and 100,000 shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise under the Company's 401(k) Plan; (ii) 9,088,300 shares of the Rights. All the outstanding Common Stock were reserved for purposes of effecting conversions of Preferred Stock into Common Stock; (iii) 4,285,714 shares of Common Stock were reserved for purposes of effecting conversions of the Company's capital stock Convertible Junior Subordinated Debentures due February 1, 2012 (the "Convertible Debentures") into Common Stock; and (iv) 961,238 shares were issuable (and were reserved for issuance) upon the exercise of outstanding warrants and options other than those referred to in clauses (i) and (ii) above. In addition, Common Stock has been reserved for issuance in payment of interest on Convertible Debentures and dividends on Series C Preferred Stock. As of the date hereof, there are duly authorizedno bonds, validly debentures, notes or other indebtedness having the right to vote on any matters on which the Company's stockholders may vote issued or outstanding. Since June 30, 1997, no shares of Capital Stock have been issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional except for shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon the exercise of the Options options granted under the Company's Stock Option Plans Plans, shares of Common Stock issued pursuant to the Company's Employee Stock Purchase Plan or 401(k) Plan and shares of Common Stock issued upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issuedand in payment of interest on Preferred Stock and the Convertible Debentures. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the OptionsOther than as set forth above, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance except as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure ScheduleSchedule 3.3, there are no (i) options, warrants, calls, subscriptions warrants or other rights, convertible securitiesagreements, agreements arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, transfer deliver or sell any shares of capital stock of, or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of in the Company or any Company Subsidiary. Set forth on Schedule 3.3 is a list of all options, (iii) outstanding contractual obligations warrants or other rights, agreements, arrangements or commitments of any character restricting relating to the transfer of, issued or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any unissued capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which granted by the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiarysince June 30, 1997. Except as set forth in Section 3.2(a) of the Company Disclosure ScheduleSchedule 3.3, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Company Subsidiary to provide funds to, or make any investment (in shares of its capital stock. All of the form issued and outstanding shares of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is Capital Stock have been duly authorized, authorized and validly issued, issued and are fully paid, paid and nonassessable and free of not subject to preemptive rights. Except as disclosed set forth in Section 3.2(b) of the Company Disclosure ScheduleSchedule 3.3, all of the outstanding shares of capital stock of each Company Subsidiary that is a corporation have been duly authorized and validly issued and are fully paid and nonassessable, and all of the partnership interests of each Company Subsidiary that is a partnership have been duly authorized and validly issued and, except pursuant to provisions of the applicable partnership agreement, are fully paid. With respect to each Company Subsidiary that is a partnership, all of the partnership interests owned of record and beneficially, directly or indirectly, by the Company, and with respect to each Company Subsidiary that is a corporation, all of the outstanding shares of capital stock owned by the Company, are owned by the Company free and clear of all mortgagesany liens, security interests, lienspledges, agreements, claims, pledgescharges or encumbrances (collectively, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever"Encumbrances").

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 (i) three hundred million (300,000,000) shares of Company Common Stock, 7,000,000 par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Class A Common Preferred Stock, par value $0.01 per share, and 28,500,000 (iii) two hundred million (200,000,000) shares of preferred excess stock, par value $.01 0.01 per share (the "Company Preferred “Excess Stock"”), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24the close of business on May 4, 19982021 (the “Company Capitalization Date”), (iA) 39,398,204 98,301,860 Company Common Shares were issued and outstanding (inclusive of Restricted Stock Awards for 37,850 unvested Company Common Shares), (B) 21,985,616 Company Preferred Shares were issued and outstanding and (C) no shares of Company Common Excess Stock were issued and outstanding. As of the Company Capitalization Date, (ii1) 2,348,497 Options to purchase an aggregate of 855,978 Company Common Shares (790,978 of which were exercisable) were issued and outstanding, and (2) 1,155,382 Company Common Shares were reserved and available for issuance pursuant to the Incentive Plans. All outstanding shares of capital stock of the Company have been, and all Company Common Shares that may be issued pursuant to any Incentive Plan will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (or, in the case of Company Common Stock Shares that have not yet been issued, will be) fully paid and nonassessable, and were reserved for issuance upon exercise of Options granted pursuant to not (or, in the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares case of Company Common Stock were reserved for issuance upon conversion Shares that have not yet been issued, will not be) issued in violation of the Constituent Documents of the Company. No Company Subsidiary or controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in Section 3.5(a), as of the Company Capitalization Date, there are no outstanding (i) shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury capital stock or voting securities of the Company, (viii) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise securities of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company, or other obligations of the Company to issue or pay cash valued by reference to, any capital stock, voting securities or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans stock or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) voting securities of the Company Disclosure Schedule identifies (the items in clauses (i) the holders of each of the Options), (ii) the number of Options vested for each holder), and (iii) being referred to collectively as the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options“Company Securities”). All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) As of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure ScheduleCapitalization Date, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual binding obligations or commitments of any character of the Company or any of the Company Subsidiary Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company SubsidiarySecurities. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.3.6

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 150,000,000 shares of common stock, par value $0.01 per share (“Company Common Stock, 7,000,000 shares of Company Class A Common Stock, ”) and 28,500,000 8,000,000 shares of preferred stock, par value $.01 0.01 per share (the "“Company Preferred Stock"”). As of the close of business on October 19, 2010, (A) 88,635,606 shares of Company Common Stock (other than treasury shares) were issued and outstanding, of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24, 1998, (i) 39,398,204 all were validly issued and are fully paid, nonassessable and free of preemptive rights, and (ii) 2,354,917 shares are Restricted Stock, (B) no shares of Company Common Stock were issued and outstandingheld in the treasury of the Company or by the Company Subsidiaries or CPS, (iiC) 2,348,497 5,225,590 shares of Company Common Stock were available for issuance pursuant to the Company Stock Plans, (D) 8,199,523 shares of Company Common Stock were issuable upon exercise of Company Options outstanding as of such date, (E) 729,167 shares of Company Common Stock were reserved for issuance and issuable upon exercise of Options granted pursuant Company Warrants outstanding as of such date, and (F) the Company has obligations to issue up to 2,114,777 shares of Company Common Stock. As of the Option Plansdate hereof, (iii) 1,440,784 Options were granted 6,578,948 shares of Company Preferred Stock are designated as Series A Convertible Preferred Stock, of which 5,263,158 shares are issued and remained unexercised pursuant to the Option Plansoutstanding and convertible into 21,052,632 shares of Company Common Stock, (iv) 1,908,554 which shares of Company Common Stock were reserved for issuance and issuable upon conversion of outstanding shares the Preferred Stock in accordance with the Company Certificate. Except as set forth in this Section 3.2(a) or as set forth in Section 3.2(a) of the Company Class A Common StockDisclosure Schedule, (v) 255,500 shares there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Company, any Company Common Stock were Subsidiary or CPS is a party or by which the Company, any Company Subsidiary or CPS is bound relating to the issued and held in the treasury or unissued capital stock or other Equity Interests of the Company, (vi) 1,908,554 shares of any Company Class A Common Stock were issued and outstandingSubsidiary or CPS, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stockstock or other Equity Interests, have been issued other than or obligating the Company, any Company Subsidiary or CPS to issue or sell any shares of its capital stock or other Equity Interests, or securities convertible into or exchangeable for such capital stock of, or other Equity Interests in, the Company, any Company Common Stock Subsidiary or CPS. Since October 19, 2010, the Company has not issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding any shares of Company Class A Common Stockits capital stock, and no or securities convertible into or exchangeable for such capital stock or other Equity Interests, other than those shares of Company Preferred Stock have been issued. capital stock reserved for issuance as set forth in this Section 3.2(a) or Section 3.2(a) of the Company Disclosure Schedule identifies Schedule. (b) The Company has previously provided Parent with a true and complete list, as of the date hereof, of (i) each outstanding Company Option, the holders number of each shares of Company Common Stock subject thereto, the grant date, the expiration date, the exercise price, the vesting schedule thereof, and the name of the Optionsholder thereof, and (ii) each outstanding share of Restricted Stock, the number of Options vested for each holdergrant date, (iii) the Option Plan under which each Option was issuedvesting schedule thereof, (iv) and the number of Options held by such holder and (v) the exercise price of each name of the Optionsholder thereof. All shares of Company Common Stock subject to issuance as aforesaidunder the Company Stock Plans, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for Each Company Option and each Restricted Stock award has been granted pursuant to the Company’s form of stock option agreement and form of restricted stock award agreement, respectively, true and complete copies of which have been made available to Parent prior to the date hereof. (c) The Company has previously provided Parent with a true and complete list, as of the date hereof, of each outstanding Company Warrant, the grant dates, expiration dates, exercise price and vesting schedules thereof and the names of the holders thereof. All shares of Company Common Stock issuable subject to issuance under the Company Warrants, upon exercise issuance prior to the Effective Time on the terms and conditions specified in Company Warrants, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All outstanding Company Warrants have been granted pursuant to the Options described in warrant agreements identified on Section 3.2(a3.2(c) of the Company Disclosure Schedule or upon conversion Schedule, true and complete copies of outstanding shares of Company Class A Common Stock, or which have been provided to Parent prior to the date hereof. (d) Except as otherwise set forth in Section 3.2(a3.2(d) of the Company Disclosure Schedule, there are no (i) optionsoutstanding contractual obligations of the Company, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, CPS (iiA) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, (B) affecting the voting rights of, (C) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (D) requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (ivE) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any shares of Company Common Stock or any capital stock of of, or other Equity Interests in, the Company or Company, any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company SubsidiaryCPS. Except as set forth in Section 3.2(a3.2(d) of the Company Disclosure Schedule, there each outstanding share of capital stock of each Company Subsidiary and CPS is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and is owned, beneficially and of record, by the Company, another Company Subsidiary or, in the case of CPS, by an officer of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company’s, such other Company Subsidiary’s, or such officer’s voting rights, charges and other encumbrances of any nature whatsoever. There are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other personPerson, other than guarantees by the Company of any indebtedness or other obligations of any wholly-owned Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 2,000,000,000 shares of Company Common Stock and 125,000,000 shares of preferred stock (including 2,000,000 authorized shares of Series A Participating Preferred Stock, 325,000 authorized shares of Series B Preferred Stock and 100,000 authorized shares of Series C Preferred Stock). The rights and privileges of the Company Common Stock and the preferred stock are as set forth in the Company Charter. At the close of business on April 16, 2010 (the “Capitalization Date”), there were issued and outstanding (i) 169,916,651 shares of Company Common Stock (of which 215,000 were Company Restricted Stock Awards), (ii) no shares of Series A Participating Preferred Stock, (iii) 325,000 shares of Series B Preferred Stock, (iv) 51,000 shares of Series C Preferred Stock, (v) Company Stock Options to purchase an aggregate of 22,862,717 shares of Company Common Stock (of which options to purchase an aggregate of 10,120,736 shares of Company Common Stock were exercisable), (vi) Company RSUs representing 2,648,167 shares of Company Common Stock and (vii) Company Warrants to purchase an aggregate of 3,570,000 shares of Company Common Stock, 7,000,000 shares all of which were exercisable. Section 4.05(a) of the Company Class A Common StockDisclosure Schedule contains a complete and accurate list of all Company Restricted Stock Awards, Company Stock Options, Company RSUs, and 28,500,000 Company Warrants as of the Capitalization Date, and in each case, the number of shares subject to the Company Restricted Stock Award, Company Stock Option, Company RSU or Company Warrant, the date of preferred stockthe grant and, par value $.01 in the case of the Company Stock Option, the price per share (the "at which such Company Preferred Stock")Stock Option may be exercised. There are no Company RSUs, of which 670,000 shares are designated Company Stock Options or Company Restricted Stock Awards outstanding that were not issued or granted, as Series A Junior Preferred Stockapplicable under a Company Stock Plan. As of August 24the date hereof, 1998, (i) 39,398,204 each share of Series B Preferred Stock is convertible into 117.64706 shares of Company Common Stock were and each share of Series C Preferred Stock is convertible into 307.69231 shares of Company Common Stock. All outstanding shares of capital stock of the Company have been, and all shares that may be issued pursuant to any Company Stock Plan will be, when issued in accordance with the terms thereof, duly authorized and validly issued and outstandingfully paid. The Company has delivered or made available to Parent true and complete copies of all Contracts (or, with respect to grants under the Company Stock Plans, the forms of award agreements) in connection with all unexercised rights issued or granted by the Company or any Company Subsidiary to purchase any capital stock of, or other equity or voting interests in, the Company. The exercise price of each Company Stock Option is no less than the fair market value of a share of Company Common Stock as determined no earlier than the effective date of the corporate action effectuating the grant of such Company Stock Option and no such Company Stock Option provides for a “deferral of compensation” within the meaning of Treasury Regulation Section 1.409A-1(b)(5)(i)(A). (iib) 2,348,497 Since the Capitalization Date to the date of this Agreement, except in connection with the issuance of (i) any shares of Company Common Stock were reserved for issuance upon the exercise or settlement of Options granted pursuant to Company Compensatory Awards that are outstanding as of the Option PlansCapitalization Date in accordance with the terms of those Company Compensatory Awards on the Capitalization Date, or (iiiii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 any shares of Company Common Stock were reserved for issuance upon the conversion or exercise of any Company Preferred Stock or Company Warrants that are outstanding shares as of Company Class A Common Stockthe Capitalization Date, (v) 255,500 no shares of Company Common Stock were or Company Preferred Stock and no Company Warrants, Company Compensatory Awards, or other Company Securities have been issued or granted, as applicable. (c) There are outstanding no bonds, debentures or notes or other Indebtedness of the Company having the right to vote (convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth in this Section 4.05 and held for changes since the Capitalization Date resulting from the exercise or settlement of Company Compensatory Awards outstanding on such date, there are no issued, reserved for issuance or outstanding (i) shares of capital stock or other voting securities of or Equity Interests in the treasury of the Company, (viii) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise securities of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional Company convertible into or exchangeable for shares of capital stock or other voting securities of or Equity Interests in the Company, (iii) warrants, calls, options, restricted stock units, performance shares or other rights to acquire from the Company, or other obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for such capital stockstock or voting securities of, have been issued or other than any shares of Company Common Stock issued upon exercise of Equity Interests in, the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issuedCompany, (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the number value or price of, any capital stock of Options held by such holder and or voting securities of, or other Equity Interests in, the Company (the items in clauses (i) through (iv) being referred to collectively as the “Company Securities”) or (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating obligations by the Company or any Company Subsidiary of its Subsidiaries to issue, transfer make any payments based on the price or sell any shares value of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) Securities. There are no outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company SubsidiarySecurities, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of except as set forth in the Company or any Company Subsidiary, Charter. (ivd) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a4.05(d) of the Company Disclosure Schedule, there are no outstanding contractual obligations neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting, issuance or sale, repurchase, redemption or disposition, or registration of the Company Securities or Company Subsidiary Securities, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any Company Subsidiary to provide funds to, Securities or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company SubsidiarySecurities. (be) Each outstanding share of capital stock of each No Company Securities are owned by any Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company Comcast consists of 120,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, and 28,500,000 shares of preferred stock, par value $.01 per share (the "Company Preferred Stock"), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24, 1998, (i) 39,398,204 200,000,000 shares of Company Common Stock were issued and outstanding, (ii) 2,348,497 shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Comcast Class A Common Stock, (vii) 255,500 50,000,000 shares of Company Comcast Class B Common Stock, (iii) 2,500,000,000 shares of Comcast Class A Special Common Stock and (iv) 20,000,000 shares of preferred stock. As of the close of business on October 31, 2001, there were outstanding (1) 21,829,422 shares of Comcast Class A Common Stock, (2) 9,444,375 shares of Comcast Class B Common Stock, (3) 913,741,189 shares of Comcast Class A Special Common Stock (inclusive of shares issued pursuant to the Comcast Employee Stock Purchase Plan and exclusive of all shares of restricted stock granted under any compensatory plan or arrangements), (4) options to purchase an aggregate of 55,779,734 shares of Comcast Class A Special Common Stock (of which options to purchase an aggregate of 16,853,169 shares of Comcast Class A Special Common Stock were issued and held in the treasury of the Companyexercisable), (vi5) 1,908,554 phantom shares, stock units, stock appreciation rights, other stock-based awards or other deferred stock awards issued under any stock option, compensation or deferred compensation plan or arrangement with respect to an aggregate of 6,793,483 shares of Company Comcast Class A Special Common Stock and (6) no shares of preferred stock. As of October 31, 2001, no shares of Comcast Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rightsheld in trust or in treasury. All the outstanding shares of the Company's capital stock are of Comcast have been, and all shares that may be issued pursuant to any compensatory plan or arrangement will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid, non-assessable paid and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiarynonassessable. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 300,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, and 28,500,000 shares of preferred stock, par value $.01 per share (the "Company Preferred Stock"), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24April 7, 19981997, (ia) 39,398,204 36,964,587 shares of Company Common Stock were issued and outstanding, (iib) 2,348,497 36,964,587 shares of Company Common Stock were subject to Common Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement, (c) Options to purchase an aggregate of 2,600,882 shares of Common Stock were outstanding, 2,600,882 shares of Common Stock were reserved for issuance upon the exercise of outstanding Options granted and 2,506,802 shares were reserved for future grants under the Stock Option Plans, and there were no stock appreciation rights or limited stock appreciation rights outstanding other than those attached to such Options, (d) 46,351 shares of Common Stock ("Restricted Stock") issued under the Company's 1989 Restricted Stock Plan were outstanding, (e) 6,583,351 shares of Common Stock were held by the Company in its treasury, and (f) no shares of Common Stock of the Company were held by the Company's Subsidiaries. Except for the Rights, the Company has no outstanding bonds, debentures, notes or other obligations or securities entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Since January 1, 1997, the Company (i) has not issued any shares of Common Stock other than (w) upon the exercise of Options, (x) the issuance of 14,011 shares of Restricted Stock under the Company's 1989 Restricted Stock Plan, (y) the issuance of 14,602 shares of Common Stock under the Company's savings plan and the 1991 Employee Stock Purchase Plan and (z) pursuant to the Option terms of any compensation plan for the benefit of non-employee directors (the "Directors Plans"), representing in the aggregate, for the programs specified in clauses (w), (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plansx), (ivy) 1,908,554 and (z), no more than 33,753 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (vii) 255,500 has granted Options to purchase an aggregate of 3,200 shares of Company Common Stock were issued under the Stock Option Plans, and held in the treasury (iii) has not split, combined or reclassified any of the Company, (vi) 1,908,554 its shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock capital stock. All issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or Rights and except as otherwise set forth in this Section 3.2(a) of 6.4 or in the Company Disclosure ScheduleLetter, there are no (i) other shares of capital stock of the Company, no securities of the Company convertible or exchangeable for shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions subscriptions, convertible securities, or other rights, convertible securities, agreements or commitments of any character obligating which obligate the Company or any Company Subsidiary of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or other equity interest interests in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) of its Subsidiaries. There are no outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company and, other than outstanding Options, awards under the Company's 1989 Restricted Stock Plan, purchase rights under the 1991 Employee Stock Purchase Plan, or rights under the Directors Plans, there are no awards outstanding under the Stock Option Plans or the Company's 1989 Restricted Stock Plan or any other outstanding stock-related awards. After the Effective Time, the Surviving Corporation will have no obligation to issue, transfer or sell any shares of capital stock of the Company or the Surviving Corporation pursuant to any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company Options or any Company SubsidiaryBenefit Plan. Except as set forth in the Disclosure Letter, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) there are no voting trusts or similar other agreements or understandings to which the Company or any Company Subsidiary of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiaryits Subsidiaries. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 100,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, Stock and 28,500,000 1,000,000 shares of preferred stock, par value $.01 1.00 per share (the "Company Preferred Stock"), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24November 2, 19981997, (i) 39,398,204 24,413,686 shares of Company Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and were issued free of preemptive (or similar) rights, (ii) 2,348,497 7,338,764 shares of Company Common Stock were held in the treasury of the Company, (iii) an aggregate of 1,322,688 shares of Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Options granted issued pursuant to the Option Plans, (iii) 1,440,784 Options were granted Company Plans and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 an aggregate of 7,616,003 shares of Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of conversion rights of outstanding shares of Company Class A Common Stockthe Convertible Notes. Since November 2, (v) 255,500 1997, no options to purchase shares of Company Common Stock were issued have been granted and held in the treasury of the Company, (vi) 1,908,554 no shares of Company Class A Common Stock were have been issued and outstandingexcept for shares issued pursuant to the exercise of Options or the conversion of Convertible Notes. As of the date hereof, (vii) there were no shares of Company Preferred Stock are issued and outstanding outstanding. Except (i) as set forth above, (ii) as provided pursuant to Sections 6.13 and 6.14 and (viiiiii) 670,000 shares for 200,000 aggregate common stock equivalents (the "Common Stock Equivalents") issued pursuant to the agreements set forth on Section 3.3 of Series A Junior Preferred the Company Disclosure Schedule (provided that any inaccuracies in such Section 3.3 with respect to the Common Stock were Equivalents which are not, individually or in the aggregate, material to the Offer and the Merger shall not constitute a breach of this representation and warranty), true and complete copies of which have been provided to Purchaser, there are outstanding or reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, (a) no additional shares of capital stock or other voting securities of the Company, (b) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (c) no options or other rights to acquire from the Company, and no obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for such capital stockstock or voting securities of the Company and (d) no equity equivalents, have been issued interests in the ownership or earnings of the Company or other than any similar rights (collectively, "Company Securities"). Section 3.3 of the Company Disclosure Schedule sets forth a true and complete list of the Options and the Common Stock Equivalents, indicating for each Option or Common Stock Equivalent the holder thereof, the number of shares of Company Common Stock issued upon subject thereto, and the exercise price and expiration date thereof (provided that any inaccuracies in such list which are not, individually or in the aggregate, material to the Offer and the Merger shall not constitute a breach of this representation and warranty). The conversion price for the Options granted under the Option Plans or upon conversion of outstanding shares Convertible Notes is $8.53466 per share of Company Class A Common Stock, and . There are no shares of Company Preferred Stock have been issued. Section 3.2(a) outstanding obligations of the Company Disclosure Schedule identifies (i) or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth above, there are no options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to the holders of each issued or unissued capital stock of the Options, (ii) Company or any of its subsidiaries to which the number Company or any of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Optionsits subsidiaries is a party. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will and all Shares issued pursuant to Sections 6.13 and 6.14, shall be duly authorized, validly issued, fully paid, paid and nonassessable and free of preemptive (or similar) rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or any Company Subsidiary of its subsidiaries to provide funds to, to or make any investment (in the form of a loan, capital contribution or otherwise) in, in any subsidiary of the Company Subsidiary or any other person, other than guarantees by entity which would be material to the Company of any indebtedness of any Company Subsidiary. (b) or such subsidiary, as the case may be. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary of the Company's Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and all such shares are owned of record and beneficially, directly or indirectly, by the Company, Company or another wholly owned subsidiary of the Company and are owned free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's in voting rights, charges and or other material encumbrances of any nature whatsoeverwhatsoever except where the failure to own such shares free and clear would not, individually or in the aggregate, have a Material Adverse Effect. The Company does not hold any capital stock or other equity interests, directly or indirectly, in any person other than its wholly-owned subsidiaries, a true and complete list of which subsidiaries is set forth in Section 3.3 of the Company Disclosure Schedule (provided that any inaccuracies in such list which are not, individually or in the aggregate, material to the Offer and the Merger shall not constitute a breach of this representation and warranty).

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 (i) 200,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, and 28,500,000 (ii) two (2) shares of preferred Class B common stock, par value $.01 0.01 per share (the "“Class B Common Stock”), (iii) 999,999 shares of Class C Common Stock and (iv) 25,000,000 shares of Company Preferred Stock"), of which 670,000 51,500 of such shares are designated as Series A Junior Preferred Stock. As of August 24July 25, 19982009, (i) 39,398,204 67,121,668 shares of Company Class A Common Stock, one (1) share of Class B Common Stock and 115,062 shares of Class C Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and were issued free of preemptive rights, (ii) 2,348,497 51,500 shares of Company Preferred Stock were outstanding, all of which were validly issued, fully paid and nonassessable and were issued free of preemptive rights, (iii) an aggregate of 9,765,825 shares of Class A Common Stock were subject to or otherwise deliverable in connection with outstanding equity-based awards or the exercise of outstanding Company Options issued pursuant to the Company’s 2007 Omnibus Incentive Compensation Plan, as amended through the date hereof (the “Company Stock Plan”), (iv) 1,571,318 shares of Class A Common Stock were authorized and reserved for future issuance pursuant to the Company Stock Plan and (v) 39,161 shares of Class A Common Stock were held in treasury of the Company. From the close of business on July 25, 2009 until the date of this Agreement, no options to purchase shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were or Company Preferred Stock have been granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 no shares of Company Common Stock were reserved or Company Preferred Stock have been issued, except for issuance upon conversion shares issued pursuant to the exercise of Company Options or pursuant to previously granted Company Stock-Based Awards, in each case, in accordance with their terms. Except as set forth above, as of the date of this Agreement, (A) there are no outstanding or authorized (I) shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury capital stock or other voting securities of the Company, (viII) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise securities of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (III) options, warrants or other rights to acquire from the Company or any of its subsidiaries, and no obligation of the Company or any of its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or voting securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any of its subsidiaries (collectively, “Company Subsidiary Securities”), (B) there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company Securities or to pay any Company Subsidiary, (iii) outstanding contractual obligations dividend or commitments of make any character restricting the transfer of, other distribution in respect thereof or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary person and (C) there are no other options, calls, warrants or any other personrights, other than guarantees by the Company agreements, arrangements or commitments of any indebtedness of any Company Subsidiary. (b) Each outstanding share of character relating to the issued or unissued capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all or any of its subsidiaries to which the Company or any of its subsidiaries is a party. Each of the outstanding shares of capital stock of each Company Subsidiary of the Company’s subsidiaries is duly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive rights, and all such shares are owned of record and beneficially, directly or indirectly, by the Company, Company or another wholly-owned subsidiary of the Company and are owned free and clear of all mortgages, security interests, liens, adverse claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's in voting rights, charges or other encumbrances (other than limitations on transfer under applicable Law). None of the Company’s subsidiaries owns any Company Shares. The Company and its subsidiaries do not own an equity interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other material encumbrances corporation, partnership or entity or any participating interest in the revenues or profits of any nature whatsoeverperson, other than in each of their subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its subsidiaries having the right to vote on any matter on which stockholders may vote are issued or outstanding. All Company Shares are uncertificated and represented by book-entry. (b) All subsidiaries of the Company, their respective jurisdictions of organization, their respective forms of organization and the holders of their respective outstanding capital stock or other equity interests are identified in Section 3.3(b) of the Company Disclosure Schedule.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 (a) 15,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, (b) 15,000,000 shares of Class B Common Stock and 28,500,000 (c) 5,000,000 shares of preferred stock, no par value $.01 per share (the "Company Preferred Stock"), 4,818 shares of which 670,000 shares are designated as Series A Junior Participating Preferred Stock, no par value, and 5,254 of which are designated Series B Junior Participating Preferred Stock, no par value. As At the close of August 24business on February 29, 19982000, (i) 39,398,204 4,817,394 shares of Company Class A Common Stock and 5,253,862 shares of Class B Common Stock, all of which were validly issued, fully paid and nonassessable and no shares of Preferred Stock were issued and outstanding, (ii) 2,348,497 no shares of Class A Common Stock and Class B Common Stock were held in the treasury of the Company or by the Company Subsidiaries, (iii) 1,227,150 shares of Class B Common Stock were reserved for issuance upon in connection with the exercise of outstanding Company Options granted pursuant to in the Option Plans, (iii) 1,440,784 Options were granted amounts and remained unexercised pursuant to at the Option Plansexercise prices set forth in Section 3.03 of the Disclosure Schedule, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 4,818 shares of Series A Junior Participating Preferred Stock were reserved for issuance upon exercise pursuant to the Rights Agreement and (v) 5,254 shares of Series B Junior Participating Preferred Stock were reserved for issuance pursuant to the Rights Agreement (defined below). Except as set forth in Section 3.03 of the Rights. All the outstanding Disclosure Schedule, all publicly traded shares of Common Stock are authorized for listing on the Company's capital stock are duly authorizedAmerican Stock Exchange (the "AMEX"). From February 29, validly issued2000 through the date hereof, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no the Company has not issued any additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been except pursuant to the exercise of Company Options outstanding on February 29, 2000, nor has the Company granted any additional options, warrants or other rights or entered into any agreements, arrangements or commitments of any character relating to the issued other than or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company Common or any Company Subsidiary. Except as issued pursuant to the Company Stock issued upon exercise Plans, the Rights Agreement, pursuant to agreements or arrangements described in Section 3.03 of the Options granted under Disclosure Schedule or as set forth in the Option Plans Company SEC Reports (as defined herein), there are no options, warrants or upon conversion other rights, agreements, arrangements or commitments of outstanding shares of any character to which the Company Class A Common Stock, and no shares of is a party or by which the Company Preferred Stock have been issued. Section 3.2(a) is bound relating to the issued or unissued capital stock of the Company Disclosure Schedule identifies (i) or any Company Subsidiary or obligating the holders Company or any Company Subsidiary to issue or sell any shares of each of capital stock of, or other equity interests in, the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the OptionsCompany or any Company Subsidiary. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable paid and free of preemptive rightsnonassessable. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) 3.03 of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock shares of the Company Common Stock or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Section 3.03 of the Disclosure Schedule, each such share owned by the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any another Company Subsidiary is a party with respect to free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the voting of the capital stock of the Company Company's or any such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever, except where failure to own such shares free and clear would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Section 3.2(a) 3.03 of the Company Disclosure Schedule, there are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than obligations arising in the ordinary course of business, obligations disclosed in the Company SEC Reports and guarantees by the Company of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 (i) 1,000,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, Stock and 28,500,000 (ii) 100,000,000 shares of preferred stockstock of the Company, par value $.01 0.01 per share (the "“Company Preferred Stock"”), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24November 18, 19982019, there were outstanding (i) 39,398,204 540,558,193 shares of Company Common Stock (none of which is subject to vesting conditions or is treasury stock or is owned by the Company or any of its Subsidiaries (other than any Fiduciary Shares)), (ii) no shares of Company Preferred Stock, (iii) Company Stock Options to purchase an aggregate of 503,247 shares of Company Common Stock (of which options to purchase an aggregate of 377,435 shares of Company Common Stock were issued exercisable and outstanding125,812 were incentive stock options), (iiiv) 2,348,497 1,949,736 shares of Company Common Stock were subject to outstanding Company RSU Awards, (v) 934,037 shares of Company Common Stock were subject to outstanding Company PSU Awards, determined assuming maximum performance levels were achieved, (vi) 195,588 shares of Company Common Stock were issuable in respect of Company Director RSU Awards, and (vii) 4,412,099 additional shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Company Stock Plans. Except as set forth in this ‎Section 4.05(a) and for changes since November 18, 2019 resulting from (A) the exercise of Company Stock Options outstanding on such date or issued after such date, (B) the vesting and settlement of any Company RSU Awards and Company PSU Awards, and (C) the issuance of Company Equity Awards, in each case as and to the extent permitted by ‎Section 6.01, there are no issued, reserved for issuance or outstanding (i) shares of capital stock or other voting securities of, or other ownership interest in, the Company, (ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of, or other ownership interests in, the Company, (iii) 1,440,784 Options were granted and remained unexercised pursuant warrants, calls, options or other rights to acquire from the Option PlansCompany or any of its Subsidiaries, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury or other obligations of the CompanyCompany or any of its Subsidiaries to issue, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's any capital stock are duly authorizedor other voting securities of, validly issuedor other ownership interests in, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stockstock or other voting securities of, or other ownership interests in, the Company, or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of the Company or any of its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or other ownership interests in, the Company (the items in clauses (i) through (iv) being referred to collectively as the “Company Securities”). (b) All outstanding shares of capital stock of the Company have been been, and all shares that may be issued pursuant to any employee stock option or other compensation plan or arrangement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. No Subsidiary of the Company owns any shares of capital stock of the Company (other than any such shares of Company Common Stock issued upon exercise owned by Subsidiaries of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issuedthat are Fiduciary Shares). Section 3.2(a‎Section 4.05(b) of the Company Disclosure Schedule identifies (i) sets forth a true and complete list of all outstanding Company Equity Awards as of November 18, 2019, including with respect to each such equity award, the holders holder, date of each grant, vesting schedule, whether the award provides for accelerated vesting upon the consummation of the Optionstransactions contemplated by this Agreement, (ii) the whether subject to performance conditions, number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaidsuch award (assuming maximum performance levels were achieved, upon issuance if applicable), the amount of any accrued but unpaid dividend equivalent rights relating to such award and, for Company Stock Options, the applicable exercise price, expiration date and whether it is an incentive stock option. Five (5) Business Days prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuableClosing Date, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion shall provide Parent with a revised version of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a‎Section 4.05(b) of the Company Disclosure Schedule, there updated as of such date. There are no (i) optionsoutstanding bonds, warrantsdebentures, calls, subscriptions notes or other rights, convertible securities, agreements or commitments indebtedness of any character obligating the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any Company Subsidiary to issue, transfer or sell any shares matters on which stockholders of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) may vote. There are no outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of Company Securities. Neither the Company or nor any of its Subsidiaries is a party to any agreement with respect to the voting of any Company SubsidiarySecurities. (c) There are no shareholders agreements, (iii) outstanding contractual obligations voting trusts, registration rights agreements or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or other similar agreements or understandings to which the Company or any Subsidiary of the Company Subsidiary is a party with respect to the voting capital stock or other equity interests of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company SubsidiaryCompany. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 70,000,000 shares of the Company Common Stock, 7,000,000 shares of Company Class A Common Stock, Stock and 28,500,000 5,000,000 shares of preferred stock, $0.001 par value $.01 per share (the "“Company Preferred Stock"”), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24November 11, 19982005, (ia) 39,398,204 48,578,719 shares of the Company Common Stock were are issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (iib) 2,348,497 no shares of the Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and are held in the treasury of the Company, (vic) 1,908,554 5,113,596 Company Options are outstanding pursuant to the Company Stock Plans, each such option entitling the holder thereof to purchase one share of the Company Common Stock, and 1,164,383 shares of the Company Class A Common Stock were issued are authorized and outstandingreserved for future issuance pursuant to the exercise of such Company Options, (viid) there were no shares of Company Preferred Stock are issued and outstanding, (e) there are no warrants issued and outstanding to purchase shares of the Company Common Stock (the “Company Warrants”), (f) no shares of restricted stock of the Company are issued and outstanding, (g) 189,156 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the Company’s Fifth Amended and Restated Employee Stock Purchase Plan (the “Company ESPP”), and (viiih) 670,000 170,000 shares of Company Preferred Stock were designated Series A Junior Preferred Stock Stock, par value $0.001 per share, and were reserved for issuance upon exercise of the Rights. All Company Rights pursuant to the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issuedRights Plan. Section 3.2(a) 3.2 of the Company Disclosure Schedule identifies (i) the holders Letter sets forth a true and complete list, as of each November 11, 2005, of the Options, (ii) the number of outstanding Company Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) Company Warrants with the exercise price of each such options and warrants. (b) Except as set forth above, as of November 11, 2005, there are no options, warrants, convertible or exchangeable securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by the Company or any Company Subsidiary relating to the issued or unissued capital stock or equity interest of the OptionsCompany or any Company Subsidiary or obligating Company or any Company Subsidiary to issue or sell any shares of capital stock of, or options, warrants, convertible or exchangeable securities, subscriptions or other equity interests (collectively, “Stock Rights”) in the Company or any Company Subsidiary. All shares of the Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable paid and free of preemptive rightsnonassessable. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there There are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock or equity interest of the Company or (including any Company Subsidiary, (iiiShares) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts any Stock Rights or similar agreements to which the Company pay any dividend or make any Company Subsidiary is a party with other distribution in respect to the voting of the capital stock of the Company thereof or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiary. (bc) Each outstanding share of capital stock of each Company Subsidiary is duly authorizedExhibit 21.1 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) 2004 includes all the Subsidiaries of the Company Disclosure Schedule, all of (the “Company Subsidiaries”). All the outstanding shares of capital stock of of, or other equity interests in, each such Company Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and are, except as set forth in such Exhibit 21.1, owned of record and beneficially, directly or indirectly, indirectly by the Company, free and clear of all mortgagespledges, security interestsclaims, liens, claimscharges, pledgesencumbrances and security interests of any kind or nature whatsoever (collectively, options, rights “Liens”) and free of first refusal, agreements, limitations any other restriction (including any restriction on the Company's right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. As of the date of this Agreement, neither the Company Subsidiary's voting rightsnor any of the Company Subsidiaries directly or indirectly owns or has any right or obligation to subscribe for or otherwise acquire any equity or similar interest in, charges and or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other material encumbrances of any nature whatsoeverbusiness association or entity (other than the Company Subsidiaries).

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 60,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, Stock and 28,500,000 1,000,000 shares of preferred stock, par value $.01 per share 0.01 (the "Company Preferred StockShares"), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24September 4, 19982003, (i) 39,398,204 30,280,639 shares of Company Common Stock, including in each case the associated Company Rights (as defined in Section 4.02(b)), no stock appreciation rights (the "SAR's") and no Company Preferred Shares, were issued and outstanding, all of which shares of Company Common Stock were validly issued and outstandingare fully paid, nonassessable and free of preemptive rights, (ii) 2,348,497 no shares of Company Common Stock were held in the treasury of the Company, (iii) 9,740,008 shares of Company Common Stock were reserved for issuance upon exercise of Company Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted issued and remained unexercised pursuant to the Option Plansoutstanding, (iv) 1,908,554 1,031,500 Restricted Shares were outstanding and (v) 249,227 shares of Company Common Stock that were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stockunder the Directors' Plan (as defined below). Since July 31, 2003 except after the date hereof as permitted by this Agreement, (vi) 255,500 no shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of or Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly Shares have been issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable except for such capital stock, have been issued other than any shares of Company Common Stock issued upon pursuant to the exercise of the Company Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stockon July 31, 2003 and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except except for shares of Company Common Stock issuable upon exercise required to be issued in connection with the Company's Amended and Restated 401(k) Retirement Savings Plan (the "401(k) Plan"), the Company's 2000 Employee Stock Purchase Plan (the "ESPP"), the Company's Nonqualified Defined Contribution Plan (the "DCP") and the Company's 1996 Directors' Plan (the "Directors' Plan") and (ii) no options, warrants, securities convertible into, or exchangeable for, or commitments with respect to the issuance of, shares of the Options described in Section 3.2(a) capital stock of the Company Disclosure Schedule have been issued, granted or upon made, except the Company Rights in accordance with the terms of the Company Rights Agreement that are issued in connection with the Company Common Stock pursuant to the exercise of Company Options outstanding on July 31, 2003. (b) As of the date hereof, except for (i) the Preferred Share Purchase Rights (the "Company Rights") issued pursuant to the Rights Agreement, as amended and restated (the "Company Rights Agreement"), dated as of March 2, 1989, by and between the Company and ▇▇▇▇▇▇ Trust and Savings Bank (the "Company Rights Agent"), (ii) the 8,386,409 Company Options that were issued and outstanding on September 4, 2003, (iii) rights that were outstanding on July 31, 2003 under the 401(k) Plan, the ESPP, and the Directors' Plan and (iv) the 1,031,500 Restricted Shares, there were no outstanding subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights or warrants, including any right of conversion or exchange under any outstanding security, instrument or other agreement and also including any rights plan or other anti-takeover agreement, obligating the Company or any Subsidiary of outstanding the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Class A Common Stock or Company Preferred Shares (or any securities, directly or indirectly, convertible into, or exchangeable or exercisable for, any other shares of the capital stock or other equity interests of the Company) or obligating the Company or any Subsidiary of the Company to grant, extend, perform or enter into any such agreement or commitment. As of the date hereof, there are no obligations, contingent or otherwise, of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of Company Common Stock, any Company Preferred Shares or the capital stock or other equity interests of the Company or any of its Subsidiaries (or any securities, directly or indirectly, convertible into, or exchangeable or exercisable for, any other shares of the capital stock or other equity interests of the Company), except in connection with the issuance of shares of Company Common Stock and the associated Company Rights upon the exercise of Company Options issued and outstanding on July 31, 2003 or (ii) other than as otherwise set forth in Section 3.2(a4.02(b) of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide material funds to, or make any material investment in (in the form of a loan, capital contribution or otherwise) in), or provide any guarantee with respect to or security for the obligations of, any Subsidiary of the Company Subsidiary or any other personPerson. There are no outstanding stock appreciation rights or similar derivative securities or rights of the Company or any of its Subsidiaries. There are no bonds, debentures, notes or other than guarantees indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as otherwise expressly contemplated by this Agreement, there are no voting trusts, irrevocable proxies or other agreements or understandings to which the Company or any Subsidiary of the Company is a party or is bound with respect to the voting of any shares of Company Common Stock. The Board of Directors of the Company has taken all action (subject only to execution of such amendment by the Company Rights Agent which the Company has obtained or will obtain as soon as practicable after the date hereof) to amend the Company Rights Agreement to provide that, for so long as this Agreement is in full force and effect, (i) none of the Parent and its Affiliates (including, but not limited to, Merger Sub) shall become an "Acquiring Person" and no "Stock Acquisition Date" shall occur as a result of the announcement, execution, delivery or performance of this Agreement or the CVR Agreement or the consummation of the Offer, the Top-Up Closing or the Merger or any other action or transaction contemplated hereby or thereby or in connection herewith or therewith, (ii) no "Distribution Date" shall occur as a result of the announcement, execution, delivery or performance of this Agreement or the CVR Agreement or the consummation of the Offer, the Top-Up Closing or the Merger or any other action or transaction contemplated hereby or thereby or in connection herewith or therewith. (c) The Company has filed with the SEC or previously made available to Parent complete and correct copies of the Amended and Restated 1992 Stock Option Plan, the Amended and Restated 1992 Executive Stock Option Plan, the 1984 Non-Qualified Stock Option Plan and the Amended and Restated 1994 Employee Nonqualified Stock Option Plan (the "Company Option Plans") and the Directors' Plan, including all amendments thereto. Section 4.02(c) of the Company Disclosure Schedule contains a correct and complete list as of July 31, 2003 of each outstanding Company Option and Restricted Share, including the holder, date of grant, expiration date, exercise price, vesting schedule and aggregate number of Company Common Shares subject thereto (vested and unvested) and setting forth the weighted average exercise price for all outstanding Company Options. (d) Since December 31, 2002, there has not been (i) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company, (ii) any repurchase, redemption or other acquisition by the Company of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each or other securities of, or other ownership interests in, the Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances (iii) any amendment of any nature whatsoevermaterial term of any outstanding security of the Company or any of its Subsidiaries.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company B consists of 120,000,000 60,000,000 shares of Company B Common Stock, 7,000,000 Stock and 2,000,000 shares of Company Class A Common Preferred Stock, and 28,500,000 shares of preferred stock, par value $.01 per share share, which shares of Preferred Stock have been divided into (a) 1,979,993 shares of Preferred Stock, (b) 20,000 shares of Series A Junior Participating Cumulative Preferred Stock (the "Company Preferred StockB SERIES A PREFERRED STOCK"), (c) four shares of which 670,000 shares are designated as B Series A Junior B Special Preferred Stock, (d) one share of B Series C Special Preferred Stock, (e) one share of B Series D Special Preferred Stock and (f) one share of B Series E Special Preferred Stock. As of August 24the close of business on December 18, 19982001, (i) 39,398,204 34,150,809 shares of Company B Common Stock, no shares of B Series A Junior Participating Cumulative Preferred Stock, four shares of B Series B Special Preferred Stock, one share of B Series C Special Preferred Stock, one share of B Series D Special Preferred Stock and one share of B Series E Special Preferred Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable, (ii) 2,348,497 no shares of Company any series or class of capital stock of B were owned by B or held in the treasury of B, (iii) 4,457,500 shares of B Common Stock were reserved for future issuance upon pursuant to the B Option Plans, options in respect of 3,033,000 shares of B Common Stock were outstanding and options in respect of 1,778,000 shares of B Common Stock were vested and exercisable at a weighted average exercise price of Options $3.1526 per share. Except for these options granted pursuant to the B Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's or unissued capital stock are duly authorizedof B, validly issuedor obligating B to issue, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional vote or sell any shares of capital stock of, or securities convertible into or exchangeable for such capital stockother equity interests in, have been B. The B 1996 Option Plans require that, at the Effective Time, each B Option issued other than any shares of Company Common Stock issued upon exercise under either of the Options granted under the B 1996 Option Plans that is outstanding and unexercised immediately prior to the Effective Time shall terminate without any further liability on the part of B or upon conversion the B Surviving Entity and without any further action on the part of outstanding shares of Company Class A Common Stockany person. At the Effective Time, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders B 1994 Option Plan requires that each B Option issued under such B 1994 Option Plan that is outstanding and unexercised immediately prior to the Effective Time convert and adjust as provided in SECTION 2.05 hereof pursuant to the terms of each such B 1994 Option Plan without any further action on the part of the Options, any person and (ii) no more than 50,000 shares of B Common Stock in the number aggregate are, or will immediately prior to the B Effective Time be, issuable upon the exercise of all B Options vested for each holder, (iii) issued pursuant to the B 1994 Option Plan under which each Option was issued, (iv) the number that are outstanding and unexercised as of Options held by such holder and (v) the exercise price of each of the Optionstime. All shares of Company Common Stock B Shares subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable paid and free of preemptive rightsnonassessable. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there There are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary B to repurchase, redeem or otherwise acquire any shares of capital stock of B. Except for its ownership interests described in the Company B Disclosure Schedule, B does not beneficially own directly or indirectly and has not agreed to purchase or otherwise acquire, any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer capital stock of, or requiring the registration for sale ofany interest convertible into or exchangeable or exercisable for, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company any corporation, partnership, joint venture or any Company Subsidiaryother business association or entity. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there There are no material outstanding contractual obligations of the Company or any Company Subsidiary B to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person. B is obligated to issue up to 1,685,380 shares 18 of B Common Stock pursuant to the Pilots Allocation Agreement, other than guarantees by the Company of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except which 518,910 have been issued as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoeverdate hereof.

Capitalization. (a) As of the date hereofhereof and immediately prior to the completion of the transactions contemplated by Sections 6.3(f)(i), (ii) and (iii), the authorized capital stock of the Company ASC consists of 120,000,000 (i) 115,500,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, and 28,500,000 shares of preferred common stock, par value $.01 0.01 per share, of which (1) 15,000,000 shares have been designated common stock, Class A, par value $0.01 per share (the "Company ASC Class A Common Stock"), and (2) 100,000,000 shares have been designated ASC Common Stock, (ii) 500,000 shares of Serial Preferred Stock, par value $0.01 per share, of which (1) 40,000 shares have been designated 10.5% Repriced Convertible Exchangeable Preferred Stock, liquidation value $1,000 per share (the "ASC Series A Preferred Stock"), of which 670,000 and (2) 150,000 shares are have been designated as 8.5% Series A Junior B Convertible Participating Preferred Stock, liquidation value $1,000 per share (the "ASC Series B Preferred Stock"). As of August 24October 31, 19982000, (i) 39,398,204 15,708,633 shares of Company ASC Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights; (iiiii) 2,348,497 100 shares of Company ASC Common Stock were held in the treasury of ASC or by the ASC Subsidiaries; (iv) 5,113,319 shares of ASC Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common outstanding ASC Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, Options; (v) 255,500 36,626 shares of Company Common ASC Series A Preferred Stock were issued and held in the treasury outstanding (which were convertible into 1,306,943 shares of the CompanyASC Common Stock), all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights; (vi) 1,908,554 150,000 shares of Company ASC Series B Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights; and (vii) 14,760,530 shares of ASC Class A Common Stock were issued and outstanding, outstanding (vii) there which were no convertible into 14,760,530 shares of Company Preferred Stock ASC Common Stock), all of which were validly issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable nonassessable and free of not subject to preemptive rights. Since August 24Except as set forth above, 1998as of October 31, 2000, no additional shares of capital stock or other voting securities convertible into of ASC were issued, reserved for issuance or exchangeable for outstanding and, since such date, no shares of capital stock, stock or other voting securities or options in respect thereof have been issued other than any shares of Company Common Stock issued except upon the exercise of ASC Stock Options outstanding on such date. Together, the Options granted under ASC Common Stock, the Option Plans or upon conversion of outstanding shares of Company ASC Class A Common StockStock and the ASC Preferred Stock are referred to in this Agreement as the "ASC Shares". (b) As of October 31, and no 2000, an aggregate of 5,113,319 options to purchase shares of Company Preferred ASC Common Stock ("ASC Stock Options") have been issuedgranted by ASC and are outstanding under the 1997 Stock Option Plan (as amended to date, the "ASC Option Plan"). Section 3.2(a) of the Company Disclosure Schedule identifies Except (i) for the holders of each of the Optionswarrants and transactions described in Section 5.10(l), (ii) the number of Options vested for each holderas set forth in Section 4.3(a), (iii) for ASC Stock Options to purchase an aggregate of 5,485,088 shares of ASC Common Stock outstanding or available for grant under the ASC Option Plan under which each Option was issued, and (iv) agreements or arrangements set forth in Section 4.3(b) of the number ASC Disclosure Letter, there are no options, warrants, calls, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which ASC is a party or by which ASC is bound relating to the issued or unissued capital stock of ASC, Merger Sub or any ASC Subsidiary or obligating ASC, Merger Sub or any ASC Subsidiary to issue or sell any shares of capital stock of, other equity interests in, or securities exchangeable for or convertible into the capital stock or other equity interest in ASC, Merger Sub or any ASC Subsidiary. Section 4.3(b) of the ASC Disclosure Letter accurately and completely sets forth, as of the date of this Agreement, (x) the persons to whom ASC Stock Options held by such holder and have been granted, (vy) the exercise price of for ASC Stock Options held by each such person and (z) whether such ASC Stock Options are subject to vesting and, if subject to vesting, the dates on which each of the Options. those ASC Stock Options vest. (c) All shares of Company ASC Common Stock issued are, and all shares of ASC Common Stock subject to issuance as aforesaidwill be, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of will not be subject to preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a4.3(c) of the Company ASC Disclosure ScheduleLetter, (i) there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company ASC, Merger Sub or any Company ASC Subsidiary to repurchase, redeem or otherwise acquire any capital stock shares of the Company ASC Common Stock or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company Merger Sub or any Company ASC Subsidiary, ; (ivii) each outstanding contractual obligations or commitments share of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company each ASC Subsidiary is a party with respect duly authorized, validly issued, fully paid, nonassessable and not subject to the voting preemptive rights and each such share owned by ASC or an ASC Subsidiary is free and clear of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(aall Liens; and (iii) of the Company Disclosure Schedule, there are no outstanding material contractual obligations of the Company ASC, Merger Sub or any Company ASC Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company ASC Subsidiary that is not wholly owned by ASC or in any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiary. (bd) Each outstanding share of The authorized capital stock of each Company Subsidiary is Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share (the "Sub Common Stock"). All of the issued and outstanding shares of Sub Common Stock are owned directly by ASC and are duly authorized, validly issued, fully paid, nonassessable paid and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoevernonassessable.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 (i) five hundred million (500,000,000) shares of Company Common Stock, 7,000,000 shares of Company Class Series A Common Stock, (ii) eighteen million seven hundred fifty thousand (18,750,000) shares of Company Series B Common Stock, (iii) five hundred million (500,000,000) shares of Company Series C Common Stock, and 28,500,000 (iv) fifty million (50,000,000) shares of preferred stock, par value $.01 0.01 per share share, issuable in series with seven million three hundred thousand (the "7,300,000) shares designated as Company Preferred Stock"). No other shares of capital stock of, of which 670,000 shares or other equity or voting interests in, the Company are designated as Series A Junior Preferred Stock. authorized. (b) As of August 24the close of business on November 8, 19982024, (i) 39,398,204 18,238,386 shares of Company Series A Common Stock were issued and outstanding, (ii) 2,348,497 2,020,332 shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Series B Common Stock were issued and outstanding, (viiiii) there 122,589,376 shares of Company Series C Common Stock were no issued and outstanding (which figure includes 1,135 Company Restricted Common Stock Awards), (iv) 7,183,812 shares of Company Preferred Stock were issued and outstanding, (v) no shares of Company Common Stock were held in treasury by the Company, (vi) a total of 8,594,337 shares of Company Common Stock were available for future awards under the Company Stock Plans, (vii) 95,410 shares of Company Series B Common Stock were subject to outstanding and unexercised Company Series B Stock Options, (viii) 670,000 4,246,075 shares of Company Series A Junior Preferred C Common Stock were subject to outstanding unexercised Company Series C Stock Options, (ix) 371,275 shares of Company Series C Common Stock were subject to outstanding Company RSU Awards, (x) 74,927 shares of Company Series C Common Stock were subject to outstanding Company PSU Awards, and (xi) no other shares of Company Capital Stock of, or other equity interests in, the Company were issued, reserved for issuance upon exercise of the Rightsor outstanding. All of the outstanding shares of the Company's capital stock are Company Capital Stock have been duly authorized, authorized and validly issued, and are fully paid, paid and non-assessable and free were issued in compliance with applicable securities Laws. There are no preemptive or similar rights granted by the Company or any Subsidiary of preemptive the Company to any holders of any class of securities of the Company or any Subsidiary of the Company. No shares of the Company are owned by any Subsidiary of the Company. From the close of business on November 8, 2024 through the date of this Agreement, there have been no issuances, repurchases or redemptions by the Company of shares of Company Capital Stock or other equity interests in the Company or issuances by the Company of options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of Company Capital Stock or other equity interests in the Company or other rights that give the holder thereof any economic or voting interest of a nature accruing to the holders of shares of Company Capital Stock or other equity interests in the Company, other than the issuance of Company Common Stock upon the exercise of Company Stock Options or the settlement of Company Unit Awards or the withholding of shares for the satisfaction of applicable tax withholding requirements (or as to Company Stock Options, the applicable exercise price) related to Company Stock Options, Company Unit Awards, or Company Restricted Common Stock Awards, in each case outstanding as of the close of business on November 8, 2024 and in accordance with the terms thereof. (c) Neither the Company nor any Subsidiary of the Company has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the Company Stockholders or the stockholders of any such Subsidiary on any matter (“Voting Company Debt”). (d) Except as set forth in Section 3.2(b), or pursuant to any Transaction Document, other than the Company Equity Awards, there are not, as of the date of this Agreement, any options, warrants, rights. Since August 24, 1998convertible or exchangeable securities, no “phantom” stock rights, stock appreciation rights, restricted stock units, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound (i) obligating the Company or any of its Subsidiaries to issue, deliver or sell or cause to be issued, delivered or sold, additional shares of capital stock of, or securities other equity interests in, or any security convertible into or exercisable for or exchangeable for such capital stock, have been issued other than into any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock of, or other equity interest in, the Company or any of its Subsidiaries or any Voting Company Subsidiary or securities convertible into or exchangeable for such shares or equity interestsDebt, (ii) outstanding contractual obligations or commitments of any character of obligating the Company or any Company Subsidiary of its Subsidiaries to repurchaseissue, redeem grant, extend or otherwise acquire enter into any capital stock of the Company such option, warrant, call, right, security, commitment, Contract, arrangement or any Company Subsidiary, undertaking or (iii) outstanding contractual obligations that give any Person the right to receive any economic benefit or commitments right similar to or derived from the economic benefits and rights accruing to holders of any character restricting the transfer ofCompany Capital Stock, or requiring other equity interests in the registration for sale of, any capital stock Company. As of the Company or date of this Agreement, except pursuant to any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure ScheduleTransaction Document, there are no outstanding contractual obligations of the Company or any Company Subsidiary of its Subsidiaries to provide funds torepurchase, redeem or make otherwise acquire any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiary. (b) Each outstanding share shares of capital stock of each the Company Subsidiary or any of its Subsidiaries. Other than the Voting Agreements, there are no proxies, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is duly authorizeda party or is bound with respect to the voting of the capital stock of, validly issuedor other equity interests in, fully paidthe Company or any of its Subsidiaries. There are no agreements pursuant to which the Company or any of its Subsidiaries is a party or is bound pursuant to which any Person is entitled to elect, nonassessable and free designate or nominate any director of preemptive rights. Except as disclosed in the Company or any of its Subsidiaries. (e) Section 3.2(b3.2(e) of the Company Disclosure ScheduleLetter sets forth, in all material respects, the following information as of the close of business on November 8, 2024 with respect to each outstanding Company Equity Award: the aggregate number of shares issuable thereunder (based on the target and maximum levels of performance with respect to Company PSU Awards), the type of Company Equity Award and series of Company Common Stock subject to such award, the grant date, the expiration date (if applicable), the exercise price or reference price (if applicable) and the vesting schedule. Each Company Stock Option was granted under a Company Stock Plan (or predecessor plan referenced therein) in accordance with applicable Law and the terms of the Company Stock Plan (or predecessor plan referenced therein) applicable thereto. (f) The Company is not party to any “poison pill” rights plan or similar plan or agreement relating to any shares of capital stock Company Capital Stock or other equity interests of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company. (g) No event or circumstance has occurred that has resulted or will result, free and clear pursuant to the terms of all mortgagesthe 2053 Exchangeable Debentures Indenture, security interestsin (i) an adjustment to the number of Reference Shares (as defined in the 2053 Exchangeable Debentures Indenture) attributable to each Debenture (as defined in the 2053 Exchangeable Debentures Indenture) from 1.8901 shares of Parent Common Stock, liens(ii) a Reference Share being anything other than one (1) share of Parent Common Stock or (iii) the Adjusted Principal Amount (as defined in the 2053 Exchangeable Debentures Indenture) not being equal to the Original Principal Amount (as defined in the 2053 Exchangeable Debentures Indenture), claimsin each case other than any such event or circumstance that resulted or results from actions taken by Parent or any of its Affiliates. As of the date hereof, pledgesthe aggregate outstanding Adjusted Principal Amount (as defined in the 2053 Exchangeable Debentures Indenture) of the 2053 Exchangeable Debentures is $965,000,000. (h) No event or circumstance has occurred that has resulted or will result, optionspursuant to the terms of the 2054 Exchangeable Debentures Indenture, rights in (i) an adjustment to the number of first refusalReference Shares (as defined in the 2054 Exchangeable Debentures Indenture) attributable to each Debenture (as defined in the 2054 Exchangeable Debentures Indenture) from 2.5442 shares of Parent Common Stock, agreements(ii) a Reference Share being anything other than one (1) share of Parent Common Stock or (iii) the Adjusted Principal Amount (as defined in the 2054 Exchangeable Debentures Indenture) not being equal to the Original Principal Amount (as defined in the 2054 Exchangeable Debentures Indenture), limitations on in each case other than any such event or circumstance that resulted or results from actions taken by Parent or any of its Affiliates. As of the Company's or such other Company Subsidiary's voting rightsdate hereof, charges and other material encumbrances the aggregate outstanding Adjusted Principal Amount (as defined in the 2054 Exchangeable Debentures Indenture) of any nature whatsoeverthe 2054 Exchangeable Debentures is $860,000,000.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 750,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, 75,000,000 shares of Class B Common Stock and 28,500,000 10,000,000 shares of preferred stock, par value $.01 0.0001 per share (the "“Company Preferred Stock"”), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24June 6, 19982019 (the “Company Capitalization Date”), (i) 39,398,204 (A) 76,916,180 shares of Company Class A Common Stock were issued and outstanding and 10,380,023 shares of Class B Common Stock were issued and outstanding, (B) no shares of Class A Common Stock and no shares of Class B Common Stock were held in the Company’s treasury, (C) no shares of Class A Common Stock and no shares of Class B Common Stock were held by the Company Subsidiaries, (D) Company Options covering 113,502 shares of Class A Common Stock were outstanding, with a weighted average exercise price per share of $52.20, (E) Company Options covering 878,245 shares of Class B Common Stock were outstanding, with a weighted average exercise price per share of $8.09, (F) Company RSUs covering 7,321,757 shares of Class A Common Stock were outstanding; and (G) Company PSUs covering 109,125 shares of Class A Common Stock were outstanding (assuming any applicable performance targets were deemed satisfied at maximum performance); (ii) 2,348,497 10,064,259 shares of Company Class A Common Stock and no shares of Class B Common Stock were reserved for future issuance upon exercise of Options granted pursuant to the Option Company Equity Plans, ; (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 4,591,023 shares of Company Class A Common Stock were reserved for future issuance upon conversion of outstanding shares of pursuant to the Company Class A Common Stock, ESPP; and (viv) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock were issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rightsor outstanding. All the outstanding shares of Company Common Stock are, and all shares of Company Common Stock reserved for future issuance as described above shall be, when issued in accordance with the Company's capital stock are respective terms thereof, duly authorized, validly issued, fully paid, non-assessable paid and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for The Company has sufficient authorized and unissued shares of Class A Common Stock to effect the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. (b) Section 4.2(b) of the Company Disclosure Letter sets forth a true and complete list, as of the Company Capitalization Date, of (i) each Company Equity Award, (ii) the name of the Company Equity Award holder, (iii) the number of shares of Company Common Stock issuable upon exercise of underlying each Company Equity Award, (iv) the Options described in Section 3.2(a) of date on which the Company Disclosure Schedule or upon conversion Equity Award was granted, (v) the Company Equity Plan under which the Company Equity Award was granted, (vi) the vesting schedule with respect to the Company Equity Award, including any right of outstanding shares acceleration of such vesting schedule, (vii) the exercise price of each Company Class A Common StockEquity Award, or if applicable, and (viii) the expiration date of each Company Equity Award, if applicable. (c) Except as otherwise set forth in Section 3.2(a4.2(a) and Section 4.2(b), and other than the shares of Company Common Stock that have become outstanding after the Company Capitalization Date that were reserved for issuance as set forth in Section 4.2(a)(ii) and issued in accordance with the terms of the applicable Company Disclosure ScheduleEquity Plan and Company Equity Award, there are no in each case as of the date hereof: (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell does not have any shares of capital stock or other equity interest in, the Company interests issued or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, outstanding and (ii) there are no outstanding contractual obligations subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements other Contract to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of or is otherwise bound obligating the Company or any Company Subsidiary. Except as set forth in Section 3.2(aSubsidiary to (A) issue, transfer or sell, or make any payment with respect to, any shares of the Company Disclosure Schedule, there are no outstanding contractual obligations capital stock or other equity interests of the Company or any Company Subsidiary to or securities convertible into, exchangeable for or exercisable for, or that correspond to, such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment, (C) redeem or otherwise acquire any such shares of capital stock or other equity interests or (D) provide any amount of funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary that is not wholly owned or in any other Person. There are no outstanding obligations of the Company or any Company Subsidiary (1) restricting the transfer of, (2) affecting the voting rights of, (3) requiring the repurchase, redemption or disposition of, or containing any right of first refusal, right of first offer or similar right with respect to, (4) requiring the registration for sale of or (5) granting any preemptive or anti-dilutive rights with respect to, any shares of capital stock or other person, other than guarantees by equity interests of the Company of any indebtedness of or any Company Subsidiary. (bd) Each Neither the Company nor any Company Subsidiary has outstanding share bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the Company Stockholders on any matter. (e) There are no voting trusts or other agreements, commitments or understandings to which the Company or any Company Subsidiary (or to the Company’s Knowledge, a Company Stockholder) is a party with respect to the voting of the capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) or other equity interests of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other any Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 (i) 60,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, and 28,500,000 (ii) 5,000,000 shares of preferred stock, par value $.01 .001 per share (the "Company Preferred Stock"" ), of which 670,000 shares 600,000 are designated as Series A Junior Participating Preferred Stock (the "Series A Preferred Stock") and 4,400,000 are designated as the Series B Preferred Stock (the Series B Preferred Stock together with the Series A Preferred Stock and the Common Stock, the "Company Capital Stock"). As of August 24the close of business on September 28, 19982003, (i) 39,398,204 24,696,691 shares of Company Common Stock were issued and outstanding (excluding 1,895,426 shares of Common Stock issued and held in the treasury of the Company), (ii) no shares of Series A Preferred Stock were issued and outstanding, (iiiii) 2,348,497 2,947,651 shares of Company Common Series B Preferred Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted issued and remained unexercised pursuant to the Option Plansoutstanding, (iv) 1,908,554 1,895,426 shares of Company Common Stock were reserved for issuance upon conversion of outstanding and no shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Preferred Stock were issued and held in the treasury of the Company, (viv) 1,908,554 7,184,688 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise pursuant to outstanding Company Options, (vi) 1,277,183 shares of Common Stock were subject to issuance under Company Warrants and (vii) 114,539 shares of Common Stock were available for issuance in the Rightspurchase period ending October 31, 2003 under the Company ESPP. All of the outstanding shares of Company Capital Stock are, and all shares of Company Capital Stock which may be issued pursuant to the Company's capital stock are exercise of outstanding Company Options and Company Warrants will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid, paid and non-assessable assessable. The rights, preferences and free privileges of preemptive rightsthe Preferred Stock are as set forth in the Certificate of Incorporation of the Company and in the Certificate of Designation for each of the Series A Preferred Stock and Series B Preferred Stock. Since August 24None of the outstanding securities of the Company has been issued in violation of any federal or state securities laws. (b) Except as set forth above, 1998as of the date hereof, (i) there are no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Optionsauthorized, issued or outstanding, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) existing options, warrants, calls, preemptive or similar rights, bonds, debentures, notes or other indebtedness having general voting rights or debt convertible into securities having such rights ("Voting Debt") or subscriptions or other rights, convertible securitiesagreements, agreements arrangements or commitments of any character character, relating to the issued or unissued capital stock of the Company obligating the Company or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred, sold or repurchased any options or shares of capital stock or Voting Debt of, or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of obligating the Company to grant, extend or enter into any Company Subsidiary to repurchasesuch option, redeem warrant, call, subscription or otherwise acquire any capital stock of the Company other right, agreement, arrangement or any Company Subsidiary, commitment and (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Company Subsidiary Capital Stock, or other capital stock of the Company or to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or in any other person, other than guarantees by entity. All of the Company of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each subsidiary of the Company Subsidiary is duly authorizedowned directly or indirectly by the Company and each such share owned by the Company or any of its subsidiaries, is free and clear of all liens, charges, security interests, options, claims, mortgages, pledges, assessments, charges, adverse claims, rights of others or restrictions (whether on voting, sale, transfer, disposition or otherwise) or other encumbrances or restrictions of any nature whatsoever whether imposed by agreement, understanding, law or equity, or any conditional sale contract, title retention contract or other contract to give or refrain from giving any of the foregoing ("Encumbrances") and is validly issued, fully paidpaid and nonassessable. There are no outstanding options, nonassessable and free rights or agreements of preemptive rights. any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of such Company subsidiary to any person other than the Company. (c) There are no voting trusts or other agreements or understandings to which the Company is a party with respect to the voting of the Company Capital Stock. (d) Following the Effective Time, no holder of Company Options or Company Warrants will have any right to receive shares of common stock of the Surviving Corporation upon exercise of Company Options or Company Warrants. (e) Except as disclosed in Section 3.2(b3.2(e) of the Company Disclosure ScheduleLetter, all no Indebtedness of the outstanding shares Company contains any restriction upon (i) the prepayment of capital stock any of each Company Subsidiary are owned such Indebtedness, (ii) the incurrence of record and beneficially, directly or indirectly, Indebtedness by the Company, free or (iii) the ability of the Company to grant any lien on its properties or assets. As used in this Agreement, "Indebtedness" means (i) all indebtedness for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and clear payable in accordance with customary practices), (ii) any other indebtedness that is evidenced by a note, bond, debenture or similar instrument, (iii) all obligations under financing leases, (iv) all obligations in respect of acceptances issued or created, (v) all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations liabilities secured by any lien on the Company's or such other Company Subsidiary's voting rights, charges any property and other material encumbrances of any nature whatsoever(vi) all guarantee obligations.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists solely of 120,000,000 shares of Company Common Stock, 7,000,000 150,000,000 shares of Company Class A Common Stock, and 28,500,000 250,000,000 shares of preferred Company Class B Common Stock, 2,883,506 shares of Class C common stock, par value $.01 per share share, of the Company (the "Company Preferred Class C Common Stock"), none of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24have been issued at any time on or prior to the date hereof, 1998, (i) 39,398,204 and 2,000,000 shares of Company Preferred Stock, none of which have been issued at any time on or prior to the date hereof. At the close of business on September 30, 2002, (a) 42,722,393 shares of Company Class A Common Stock and 101,281,810 shares of Company Class B Common Stock were issued and outstanding, (iib) 2,348,497 no shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of by the Company, and (vic) 1,908,554 42,480,143 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding 50,260,401 shares of Company Class A B Common StockStock (collectively, and no shares of Company Preferred Stock have been issued. Section 3.2(athe "Embedded Shares") were held by wholly owned subsidiaries of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the OptionsCompany. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time that are issued and outstanding on the terms and conditions specified in the instruments pursuant to which they date hereof are issuable, will be duly authorized, validly issued, issued and fully paid, nonassessable paid and free of preemptive rightsnonassessable. Except as set forth in this Section 3.2 or as disclosed in Section 3.2 of the disclosure letter delivered by the Company to Parent on or prior to the date hereof (the "Company Disclosure Letter"), as of September 30, 2002, there are no options, warrants, rights, puts, calls, commitments, or other contracts, arrangements or understandings issued by or binding upon the Company requiring or providing for, and there are no outstanding debt or equity securities of the Company which upon the conversion, exchange or exercise thereof would require or provide for the issuance by the Company of any new or additional shares of Company Common Stock, Company Class C Common Stock or Company Preferred Stock (or any other securities of the Company) which, with or without notice, lapse of time and/or payment of monies, are or would be convertible into or exercisable or exchangeable for shares of Company Common Stock, Company Class C Common Stock issuable upon or Company Preferred Stock (or any other securities of the Company). Since September 30, 2002, the Company has not issued any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock, other than pursuant to the exercise of employee stock options granted prior to such date or in connection with the Options described in Section 3.2(a) conversion, if any, of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock into shares of Company Class B Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there . There are no (i) options, warrants, calls, subscriptions preemptive or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect rights available to the voting existing holders of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company SubsidiaryCommon Stock. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 (i) 898,203,200 shares of Company Common Stock, 7,000,000 Stock and (ii) 534,145,027 shares of Company Class A Common Stock, and 28,500,000 shares of preferred stock, par value $.01 per share (the "Company Preferred Stock"), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24, 1998the date hereof, (i) 39,398,204 shares of Company Common Stock were issued and outstanding, (ii) 2,348,497 shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 120,746,694 shares of Company Class A Common Stock were issued and outstanding, including 592,442 shares subject to Company Restricted Stock Awards (viiwith zero (0) there were no additional shares of Company Preferred Class A Common Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise held in the treasury of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable Company and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any 6,804,539 shares of Company Class A Common Stock issued upon exercise reserved for future issuance pursuant to the Company Stock Plan); (ii) 24,989,397 shares of the Options granted under the Option Plans or upon conversion of outstanding Company Class B Common Stock, which are convertible into 26,179,367 shares of Company Class A Common Stock, were issued and no outstanding, none of which are subject to Company Restricted Stock Awards (with an additional zero (0) shares of Company Preferred Class B Common Stock have been issued. Section 3.2(a) issued and held in the treasury of the Company Disclosure Schedule identifies and zero (i0) shares of Company Class B Common Stock reserved for future issuance pursuant to the holders of each of the Options, (ii) the number of Options vested for each holder, Company Stock Plan); (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All 85,000,000 shares of Company Common Stock subject to issuance as aforesaidSeries A Preferred Stock, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding convertible into 85,000,000 shares of Company Class A Common Stock, were issued and outstanding; (iv) 309,256,591 shares of Company Series B Preferred Stock, which are convertible into 309,256,591 shares of Company Class A Common Stock, were issued and outstanding; (v) 63,144,600 shares of Company Series C Preferred Stock, which are convertible into 63,144,600 shares of Company Class A Common Stock, were issued and outstanding; and (vi) 76,743,836 shares of Company Series D Preferred Stock, which are convertible into 76,743,836 shares of Company Class A Common Stock, were issued and outstanding, in each case duly authorized and validly issued, fully paid and non-assessable. As of the date hereof, 96,320,592 shares of Company Class A Common Stock are subject to outstanding Company Stock Options, and 30,343,670 shares of Company Class A Common Stock are subject to outstanding Company RSU Awards. With respect to Company Equity Awards, the foregoing assumes 100% achievement of all applicable performance criteria. Except as set forth in this Section 4.02 or as otherwise set forth in Section 3.2(a4.02(a) of the Company Disclosure ScheduleLetter, there are no authorized, issued, reserved for issuance or outstanding (i) shares of capital stock, voting securities or other equity interests of the Company; (ii) options, calls, warrants, callsconvertible debt, subscriptions other convertible or other exchangeable instruments or rights, convertible securitiesagreements, agreements arrangements or commitments of any character made or issued by the Company or any of its Subsidiaries obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer deliver or sell any shares of capital stock stock, voting securities or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character interests of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.its Subsidiaries; or

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 240,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, and 28,500,000 shares of preferred stock, par value $.01 0.00005 per share (the "Company share, and 20,000,000 shares of Preferred Stock"), of which 670,000 shares are designated as Series A Junior Preferred Stockpar value $0.00005 per share. As of August 24the close of business on June 7, 1998, 2001: (i) 39,398,204 30,746,992 shares (excluding treasury stock) of Company Common Stock were issued and outstanding, ; (ii) 2,348,497 4,132,300 shares of Company Common Stock were held by the Company as treasury stock; (iii) no shares of Company Common Stock were held by any subsidiaries of the Company; (iv) 2,442,270 shares of Company Common Stock were reserved for future issuance under the Company ESPP; (v) 9,657,247 shares of Company Common Stock were reserved for issuance upon the exercise of Company Stock Options granted pursuant to outstanding under the Company Option Plans, (iii) 1,440,784 Options were granted ; and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock were issued and or outstanding. Other than pursuant to the exercise of outstanding and (viii) 670,000 Company Stock Options, the Company has not issued any shares of Series A Junior Preferred Stock were its capital stock between June 7, 2001 and the date hereof. Except as set forth in this Section 3.4(a) or the Company Rights Plan, -------------- there are no securities of the Company authorized, reserved for issuance upon exercise of the Rightsissuance, issued or outstanding. All of the outstanding shares of Company Common Stock, and all outstanding shares of capital stock of each subsidiary of the Company's capital stock , are duly authorized, validly issued, fully paid, non-assessable paid and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any nonassessable shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares were issued in compliance in all material respects with all applicable securities laws and other applicable Legal Requirements and all applicable Contracts to which the Company or any of Company Preferred Stock have been issued. its subsidiaries is a party or by which they are bound. (b) Section 3.2(a3.4(b) of the Company Disclosure Schedule identifies sets forth the following -------------- information with respect to each Company Stock Option outstanding as of the close of business on June 7, 2001: (i) the holders of each name of the Options, optionee; (ii) the number of Options vested for each holder, shares of Company Common Stock issuable upon the exercise of such Company Stock Option; (iii) the Option Plan under which each Option was issued, exercise price of such Company Stock Option; (iv) the number of Options held by date on which such holder Company Stock Option was granted; and (v) the exercise price of each date on which such Company Stock Option will expire. As of the close of business on June 7, 2001, an aggregate of 3,908,867 shares of Company Common Stock are issuable upon the exercise of outstanding exercisable Company Stock Options. Except for shares of Company Common Stock issuable upon the exercise of Company Stock Options granted after the date hereof in compliance with Section 5.1 hereof, as of ----------- December 31, 2001, an aggregate of not in excess of 5,300,000 shares of Company Common Stock will be issuable upon the exercise of outstanding then exercisable Company Stock Options. The Company has delivered to Parent a complete and accurate copy of all Company Option Plans and the form of all stock option agreements evidencing any Company Stock Options granted thereunder. All shares of Company Common Stock subject to issuance as aforesaidupon the exercise of any Company Stock Option will, upon the valid issuance prior to the Effective Time thereof on the terms and subject to the conditions specified set forth in the instruments instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and nonassessable and free of preemptive rights. Except for shares of Company Common Stock. All outstanding Company Stock issuable upon exercise of the Options described have been granted in Section 3.2(a) of compliance in all material respects with all applicable securities laws and other applicable Legal Requirements and all applicable Contracts to which the Company Disclosure Schedule is a party or upon conversion by which it is bound. There are no agreements of outstanding shares of Company Class A Common Stock, any kind or as otherwise set forth in Section 3.2(a) of character to which the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions is a party or other rights, convertible securities, agreements or commitments of any character by which it is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of or in connection with the Merger or any other transaction contemplated hereby. (c) Except for securities that the Company Subsidiary to issueowns (free and clear of all liens) directly or indirectly through one or more subsidiaries, transfer or sell any and except for shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments similar ownership interests of any character subsidiaries of the Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries (which shares or other interests do not materially affect the Company's control of such subsidiaries), there are no equity securities, partnership interests or similar ownership interests of any subsidiary of the Company, or any Company Subsidiary to repurchasesecurity convertible into, redeem or otherwise acquire exercisable or exchangeable for, any capital stock equity securities, partnership interests or similar ownership interests in any subsidiaries of the Company Company, issued, reserved for issuance or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiaryoutstanding. Except as set forth in Section 3.2(a3.4(b) of the Company Disclosure Schedulehereof, there are no outstanding contractual obligations subscriptions, -------------- options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any kind or character to which the Company or any of its subsidiaries is a party or by which they are bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of the Company or any Company Subsidiary to provide funds toof its subsidiaries, or make any investment (in obligating the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other personof its subsidiaries to grant, other than guarantees by extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights and, except for the Company Voting Agreements and the Company Rights Plan, there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which the Company or any of its subsidiaries is a party or by which they are bound with respect to any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) equity security of the Company Disclosure Scheduleor with respect to any equity security, all partnership interest or similar ownership interest of any of the outstanding shares subsidiaries of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 shares of Company Common Stock, 7,000,000 (i) 1,500,000,000 shares of Company Class A Common Stock, ; (ii) 1,500,000,000 shares of Company Class B Common Stock and 28,500,000 (iii) 50,000,000 shares of preferred stock, par value $.01 per share stock (the "Company Preferred Stock"), of which 670,000 3,000,000 shares are have been designated as Series A Junior Participating Preferred Stock). As of August 24October 31, 19982003, (i) 39,398,204 shares of Company Common Stock were issued and outstanding, (ii) 2,348,497 shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 505,030,560 shares of Company Class A Common Stock were issued and outstanding; and (ii) 499,859,233 shares of Company Class B Common Stock were issued and outstanding. As of September 30, 2003, (viii) there Company Stock Options to purchase an aggregate of 71,380,672.33 shares of Company Class A Common Stock (of which options to purchase an aggregate of 39,219,573.23 shares of Company Class A Common Stock were exercisable) were issued and outstanding; (ii) no shares of Company Preferred Stock preferred stock were issued and outstanding outstanding; and (viiiiii) 670,000 38,584,560 shares of Series Company Class A Junior Preferred Common Stock were reserved for issuance upon exercise conversion of the RightsCompany Convertible Notes. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock of the Company have been, and all shares that may be issued pursuant to any Company Stock Plan will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (or, in the case of shares that have not yet been issued, will be) fully paid and nonassessable. No Company Subsidiary or Affiliate owns any shares of Company Common Stock. (b) Except as set forth in this Section 5.05 or in Section 5.05(b) of the Company Disclosure Schedule, the Company Rights and changes since September 30, 2003, resulting from the exercise of employee stock options outstanding on such date, there are no outstanding (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company, or other obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans stock or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) voting securities of the Company Disclosure Schedule identifies (the items in clauses (i) the holders of each of the Options), (ii) the number of Options vested for each holder), and (iii) being referred to collectively as the Option Plan under which each Option was issued, (iv“Company Securities”) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of other than the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there Convertible Notes. There are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company SubsidiarySecurities. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 40,000,000 shares of Company Common Stock, 7,000,000 Stock and 9,000,000 shares of Company Class A Common Stock, and 28,500,000 shares of preferred stock, par value $.01 per share (the "Company Preferred Stock"), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24July 31, 1998, 1997: (ia) 39,398,204 28,328,927 shares of Company Common Stock were issued and outstanding, outstanding (ii) 2,348,497 shares none of Company Common Stock which were reserved for issuance upon exercise of Options granted issued pursuant to a restricted stock grant, except where the Option Plansapplicable restrictions on transfer or disposition had expired prior to July 31, (iii) 1,440,784 Options 1997), all of which are validly issued, fully paid and nonassessable, and an additional 1,818,367 shares were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, treasury; (vib) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no 4,016,045 shares of Company Preferred Stock issued were outstanding, comprised of 4,000,000 shares of Redeemable Preferred Stock and outstanding and (viii) 670,000 16,045 shares of Series A Junior B-1 Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issuedwere held in treasury; (c) no shares of Company Common Stock or Company Preferred Stock were held by subsidiaries of the Company; (d) 3,944,475 shares of Company Common Stock were reserved for existing and future grants pursuant to the Company Stock Option Plans, pursuant to which 2,997,098 Options for the purchase of 2,997,098 shares of Company Common Stock were outstanding (of which 1,255,711 Options for the purchase of 1,255,711 shares of Company Common Stock are currently exercisable); (e) 20,400 shares of Company Common Stock were reserved pursuant to the Warrant (which is currently exercisable with respect to all such shares); and (f) 1,963,400 shares of Company Common Stock were reserved pursuant to the Notes. Except as set forth in Section 3.2(a) 2.3 of the Company Disclosure Schedule, no change in such capitalization has occurred between July 31, 1997 and the date hereof. Except as set forth in Section 2.1, this Section 2.3 or Section 2.11 or in Section 2.3 or Section 2.11 of the Company Disclosure Schedule identifies or the Company SEC Reports (i) as defined in Section 2.7 hereof), there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the holders Company or any of each its subsidiaries is a party or by which it is bound relating to the issued or unissued capital stock of the OptionsCompany or any of its subsidiaries or obligating the Company or any of its subsidiaries to issue or sell any shares of capital stock of, (ii) or other equity interests in, the number Company or any of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Optionsits subsidiaries. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will shall be duly authorized, validly issued, fully paid, nonassessable paid and free of preemptive rightsnonassessable. Except for shares of Company Common Stock issuable upon exercise of the Options described as disclosed in Section 3.2(a) 2.3 of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure ScheduleSEC Reports, there are no (i) optionsobligations, warrantscontingent or otherwise, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary of its subsidiaries to repurchase, redeem or otherwise acquire any capital stock shares of the Company Common Stock or any Company Subsidiary, (iii) outstanding contractual obligations Preferred Stock or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company Company's subsidiaries or any Company Subsidiary to provide funds to, to or make any investment (in the form of a loan, capital contribution or otherwise) in, in any Company Subsidiary such subsidiary or any other person, entity other than guarantees by of bank obligations of subsidiaries entered into in the Company ordinary course of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rightsbusiness. Except as disclosed set forth in Section 3.2(b) Sections 2.1 and 2.3 of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary of the Company's subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares are owned of record and beneficially, directly or indirectly, by the Company, Company or another subsidiary free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on in the Company's or such other Company Subsidiary's voting rights, charges and or other material encumbrances of any nature whatsoever. Section 2.3 of the Company Disclosure Schedule sets forth a list of all currently outstanding loans associated with the exercise of Stock Options granted under the Company Stock Option Plans. As of June 30, 1997, no shares of Company Common Stock issued pursuant to the exercise of Stock Options granted under the Company Stock Option Plans were subject to repurchase by the Company.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 500,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, Stock and 28,500,000 10,000,000 shares of preferred stock, par value $.01 0.01 per share (the "Company Preferred Stock"). As of the date hereof, there are outstanding 92,742,455 shares of which 670,000 Company Common Stock, 200,000 shares are designated as of Series A Junior Preferred Stock, 67,142 shares of Series B Preferred Stock and 123,962 shares of Series C Preferred Stock. As of August 24the date hereof, 1998, (i) 39,398,204 there are outstanding options or rights to purchase an aggregate of 25,960,105 shares of Company Common Stock were issued and outstanding, (ii) 2,348,497 of which options or rights to purchase an aggregate of 25,953,609 shares of Company Common Stock were reserved for issuance are exercisable). As of the date hereof, W owns of record no Common Shares and owns beneficially no Common Shares (other than the Common Shares issuable upon conversion of the Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares or exercise of Options granted pursuant the Warrants, in each case, in accordance with their respective terms, owned beneficially and of record by W as of the date hereof). As of the date hereof, W owns beneficially and of record 200,000 Series A Preferred Shares, 57,143 Series B Preferred Shares and 123,962 Series C Preferred Shares, in each case free and clear of all Liens and all other limitations or restrictions (including any restriction on the right to vote, sell or otherwise dispose of such Shares), except as set forth in the Option PlansThird Amended and Restated Shareholders Agreement among the Company and the shareholders named therein dated as of December 11, 2001, as amended, and the Third Amended and Restated Investors' Rights Agreement dated as of December 11, 2001, by and among W and the investors named therein, as amended (iii) 1,440,784 Options were granted and remained unexercised pursuant to such agreements, the Option Plans"Company Shareholders Agreements"), which represent at least a majority of the outstanding Shares on a fully-diluted basis (iv) 1,908,554 shares assuming the exercise or conversion of all then outstanding rights, warrants, options, convertible securities or indebtedness, exchangeable securities or indebtedness, or other rights exercisable for or convertible or exchangeable into, directly or indirectly, Company Common Stock were reserved for issuance whether at the time of issue or upon conversion the passage of time or the occurrence of some future event) and at least a majority of the voting power represented by the outstanding Shares. All outstanding shares of capital stock of the Company Class A Common Stockhave been duly authorized and validly issued and are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights. Except as set forth in Section 4.05 of the Company Disclosure Schedule, the Company Shareholder Agreements, the Company's articles of incorporation and this Section 4.05, as of the date hereof, there are outstanding (va) 255,500 no shares of Company Common Stock were issued and held in the treasury capital stock or other voting securities of the Company, (vib) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise securities of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (c) no options, warrants, rights of first refusal or other rights to acquire from any of W, the Company, any Subsidiary or any of their respective Affiliates, and no obligation of any of W, the Company, any Subsidiary or any of their respective Affiliates to issue, any capital stock, voting securities or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise stock or voting securities of the Options granted under Company or any Subsidiary and (d) no equity equivalents, interests in the Option Plans ownership or upon conversion earnings of outstanding shares of the Company Class A Common Stockor any Subsidiary or any similar rights (the items in clauses 4.05(a), 4.05(b), 4.05(c) and no shares of 4.05(d) being referred to collectively as the "Company Preferred Stock have been issuedSecurities"). Except as set forth in Section 3.2(a) 4.05 of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant Company Shareholder Agreements, there are no outstanding obligations of any of W, the Company or any Subsidiary to which they repurchase, redeem or otherwise acquire any Company Securities and there are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of no preemptive rightsor similar rights with respect to any Company Securities. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) 4.05 of the Company Disclosure Schedule, there are no (i) optionsbonds, warrantsdebentures, calls, subscriptions notes or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character Indebtedness of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer ofSubsidiaries having, or requiring convertible into other securities having, the registration for sale of, right to vote on any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to matters on which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiaryshareholders may vote. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.

Capitalization. (a) As of the date hereofFebruary 6, 1997: (i) the authorized capital stock of the Company consists consisted of 120,000,000 shares of Company Common Stock and 10,800,000 shares of Preferred Stock, 7,000,000 ; (ii) 34,509,812 shares of Company Class A Common Stock, and 28,500,000 4,232 shares of preferred stock$4.50 Series A Convertible Preferred Stock (the "Series A Preferred Stock") and 1,678 shares of $5.00 Series B Convertible Preferred Stock (the "Series B Preferred Stock," and together with the Series A Preferred Stock, par value $.01 per share (the "Company Preferred Stock"), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24, 1998, ) were issued and outstanding; and (iiii) 39,398,204 stock options to acquire 1,360,180 shares of Company Common Stock (such options, together with (a) up to no more than 175,661 shares of restricted stock that may be issued in connection with the exercise of such options under the Company's restricted stock plans and arrangements, (b) any additional options as may be granted upon exercise of such options in accordance with the "reload" provisions of the Company's stock option plans, and (c) any additional shares of restricted stock that may be issued in connection with the exercise of the "reload" options referred to in clause (b), the "Company Stock Incentives") were outstanding under all stock option plans of the Company. All the issued and outstanding, (ii) 2,348,497 outstanding shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued are validly issued, fully paid and outstanding nonassessable and (viii) 670,000 shares free of Series A Junior Preferred Stock were reserved for issuance upon exercise of preemptive rights. Since February 6, 1997 to the Rights. All the outstanding date hereof, no shares of the Company's capital stock are duly authorized, validly have been issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of except Company Common Stock issued upon exercise of the Options granted under the Option Plans Company Stock Incentives or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issuedStock. Section 3.2(a) of the Company Disclosure Schedule identifies Except for (i) the holders of each of the OptionsCompany Stock Incentives, (ii) the number 4,232 shares of Options vested for each holder, Series A Preferred Stock (iii) the Option Plan under which each Option was issued, 1,678 shares of Series B Preferred Stock and (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) 5.2 of the Company Disclosure ScheduleLetter, as of the date of this Agreement there are no outstanding contractual obligations of options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company to issue, transfer, sell, redeem, repurchase or otherwise acquire any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of its capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoeverstock.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 (i) 200,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stockpar value $0.001 per share, and 28,500,000 (ii) 5,000,000 shares of preferred stock, par value $.01 0.001 per share (the "“Company Preferred Stock"”). At the close of business on December 31, of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24, 19982008, (i) 39,398,204 78,187,842 shares of Company Common Stock were issued and outstanding, (including 540,230 shares of Company Common Stock that were outstanding as of the relevant time but were subject to vesting or other forfeiture restrictions or a right of repurchase by Company as of such time), (ii) 2,348,497 zero shares of Company Common Stock were held by Company in its treasury, (iii) an aggregate 17,450,020 shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to outstanding awards and rights under the Company’s 1994 Long-Term Incentive Plan, 1995 Employee Stock Purchase Plan, 1998 Employee Stock Option Plan, 2000 Stock Option Plan, 2004 Equity Incentive Plan and 2008 Employee Stock Purchase Plan (collectively, the “Company Stock Plans”), of which (iiiA) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 13,063,089 shares of Company Common Stock were subject to outstanding and unexercised options entitling the holder thereof to purchase a share of Company Common Stock (each, a “Company Option”), (B) up to 1,083,828 shares of Company Common Stock were issuable pursuant to outstanding performance share awards with service and market-based vesting criteria, (C) 100,000 shares of Company Common Stock were issuable pursuant to deferred stock units, (D) 1,500,000 shares were reserved under the Company’s 2008 Employee Stock Purchase Plan and (E) 1,703,103 shares of Company Common Stock that are reserved but are not allocated to any specific outstanding rights or awards, (iv) 355,442 shares were reserved for issuance relating to outstanding obligations regarding CPEC LLC, and (v) 10,806,040 shares of Company Common Stock are reserved for issuance upon conversion of outstanding shares the 6.25% Convertible Senior Notes due 2009. At the close of Company Class A Common Stockbusiness on January 2, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company2009, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock were issued and outstanding and outstanding. (viiib) 670,000 shares Except as set forth in Section 4.2(a) above, at the close of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorizedbusiness on January 2, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 19982009, no additional shares of capital stock or other voting securities convertible into of the Company were issued, reserved for issuance or exchangeable for such capital stockoutstanding. From January 1, 2009, until the date of this Agreement, there have been issued no issuances by the Company of shares of capital stock of, or other equity or voting interests in, the Company, other than any the issuance of shares of Company Common Stock issued upon pursuant to the exercise of Company Options outstanding as of January 1, 2009, in accordance with their terms. Except as set forth in Section 4.2(a) above, as of the Options granted under date hereof, there are no options, warrants, convertible or exchangeable securities, subscriptions, stock appreciation rights, phantom stock rights or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by the Option Plans Company or upon conversion of outstanding shares of any Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(aSubsidiary (i) relating to any issued or unissued capital stock or equity interest of the Company Disclosure Schedule identifies (i) the holders of each of the Optionsor any Company Subsidiary, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer deliver or sell sell, or cause to be issued, delivered or sold, any shares of capital stock of, or options, warrants, convertible or exchangeable securities, subscriptions or other equity interest in, interests in the Company or any Company Subsidiary or securities convertible into (iii) that give any Person the right to receive any economic benefit or exchangeable for such shares right similar to or equity interestsderived from the economic benefits and rights accruing to holders of capital stock of the Company or any Company Subsidiary (each of (i), (ii) and (iii), collectively, the “Company Stock Rights”). All outstanding shares of Company Common Stock are, and all shares of Company Common Stock that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock or equity interest of the Company or (including any shares of Company Subsidiary, (iiiCommon Stock) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with Stock Rights or to pay any dividend or make any other distribution in respect to the voting of the capital stock of the Company thereof or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other personPerson, other than guarantees by pursuant to the Company of any indebtedness of any Company SubsidiaryStock Plans. (bc) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b4.2(c) of the Company Disclosure ScheduleLetter sets forth a true, complete and correct list, as of January 2, 2009, of (i) all Company Options, the number of shares of Company Common Stock subject thereto, the grant dates, expiration dates, the exercise or base prices and the names of the holders thereof, and (ii) all other outstanding awards under the Company Stock Plans, the number of shares of Company Common Stock subject thereto, the holders thereof and the vesting schedules thereof. Each outstanding Company Option, restricted stock award, deferred stock unit, performance stock award and employee stock purchase plan right, may, be treated at the Effective Time as set forth in Section 3.1. (d) Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008 includes all the Subsidiaries of the Company (each a “Company Subsidiary” and together, the “Company Subsidiaries”) in existence as of the date hereof. All the outstanding shares of capital stock of of, or other equity interests in, each such Company Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and are, except as set forth in such Exhibit 21, owned of record and beneficially, directly or indirectly, indirectly by the Company, free and clear of all mortgagespledges, security interestsclaims, liens, claimscharges, pledgesencumbrances and security interests of any kind or nature whatsoever (collectively, options, rights “Liens”) and free of first refusal, agreements, limitations any other restriction (including any restriction on the Company's right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Neither the Company Subsidiary's voting rightsnor any of the Company Subsidiaries directly or indirectly owns or has any right or obligation to subscribe for or otherwise acquire any equity or similar interest in, charges and or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other material encumbrances of any nature whatsoeverbusiness association or entity (other than the Company Subsidiaries).

Capitalization. (a) As of the date hereof, the The authorized share capital stock of the Company consists of 120,000,000 6,000,000,000 shares, consisting of (x) 4,500,000,000 shares of Company Common Stockcommon stock, 7,000,000 shares of Company divided into 3,000,000,000 Class A Common Stock, Shares and 28,500,000 1,500,000,000 Class B Shares and (y) 1,500,000,000 shares of preferred stock, with the par value of $.01 0.001 per share (the "Company “Preferred Stock"”). At the close of business on December 7, of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24, 19982022 (the “Capitalization Date”), (i) 39,398,204 shares of Company Common Stock 53,738,392 Class A Shares were issued and outstanding, (ii) 2,348,497 shares of Company Common Stock 234,476,377 Class B Shares were reserved for issuance upon exercise of Options granted pursuant to the Option Plansissued and outstanding, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 no shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Common Preferred Stock were issued and outstanding, (iv) no Class A Shares were held by the Company as treasury shares or held by its Subsidiaries, (v) no Class B Shares were held by the Company as treasury shares or held by its Subsidiaries, (vi) 534,021 Class A Shares were issuable in respect of outstanding Company Options, (vii) there 7,836,433 Class A Shares were no shares issuable in respect of outstanding Company Preferred Stock issued and outstanding and RSU Awards, (viii) 670,000 shares 1,052,634 Class A Shares were issuable in respect of Series outstanding Company Profits Unit Awards (assuming an intervening exchange into common units of HoldCo and achievement of applicable performance goals at maximum performance levels and that the price of a Class A Junior Preferred Stock Share used for purposes of calculating such intervening exchange is equal to the Merger Consideration), (ix) 12,966,567 Class A Shares were reserved for future issuance upon exercise under the Company Stock Plan and (x) 8,892,777 Class A Shares could be acquired with accumulated payroll deductions under the Company ESPP as of the Rights. All ESPP Purchase Date (assuming that (A) the outstanding shares market price of a Class A Share as of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable ESPP Purchase Date is equal to the Merger Consideration and free (B) payroll deductions continue at the rate in effect as of preemptive rightsthe Capitalization Date). Since August 24the Capitalization Date through the date of this Agreement, 1998other than (A) in connection with the settlement or exercise, as applicable, of Company Equity Awards or purchase rights under the Company ESPP that were outstanding on the Capitalization Date and included in the preceding sentence, (B) as required pursuant to the HoldCo LLC Agreement, or (C) as would be permitted by this Agreement (including Section 5.01) had such issuance occurred during the period from the date of this Agreement until the Effective Time, neither the Company nor any of its Subsidiaries has issued any Company Securities. (b) Except as set forth in, or as contemplated by, Section 3.02(a), as of the date of this Agreement, there were (i) no additional outstanding shares of capital stock of, or other equity or voting interests in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, the Company, (iii) no outstanding subscriptions, options, warrants, calls, phantom equity rights, profits interests or other commitments or agreements to acquire from the Company, or that obligate the Company to issue, any capital stock of or other equity or voting interests in, or any securities convertible into or exchangeable for such capital stock, have been issued other than any shares of capital stock of, or other equity or voting interests in, the Company Common Stock issued upon exercise (the items in clauses (i), (ii) and (iii) being referred to collectively as “Company Securities”) and (iv) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Company Securities or dividends paid thereon. Other than in connection with the Company Equity Awards or purchase rights under the Company ESPP or the HoldCo Documents, there are no outstanding agreements or instruments of any kind that obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities (or obligate the Company to grant, extend or enter into any such agreements relating to any Company Securities) or that grant any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Company Securities. Except as described in this Section 3.02(b), no direct or indirect Subsidiary of the Options granted under Company owns any Common Shares. Other than the Option Plans HoldCo Documents, none of the Company or upon conversion any Subsidiary of outstanding shares of the Company Class A Common Stockis a party to any stockholders’ agreement, and no shares of voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any Company Preferred Stock have been issuedSecurities or any other agreement relating to the disposition or voting with respect to any Company Securities. Except as set forth in Section 3.2(a3.02(b) of the Company Disclosure Schedule identifies (i) Letter or pursuant to the holders Registration Rights Agreement, no holder of each of Company Securities has any right to have such Company Securities registered by the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the OptionsCompany. All shares of Company issued and outstanding Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms Shares have been authorized and conditions specified in the instruments pursuant to which they validly issued and are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares The Class A Shares are the only issued and outstanding classes of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) equity securities of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or registered under the Exchange Act. (c) Except as otherwise set forth in Section 3.2(a) the HoldCo Documents, all of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions issued and outstanding share capital or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock of, or other equity interest or voting interests in, the Company or any Company each Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company are owned, directly or any Company Subsidiary to repurchaseindirectly, redeem beneficially and of record, by the Company, free and clear of all Liens, except for Permitted Liens, and transfer restrictions, other than transfer restrictions of general applicability, as may be provided under the Securities Act of 1933 (collectively, the “Securities Act”) or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiaryother applicable securities Laws. Except as set forth in Section 3.2(a) of the Company Disclosure ScheduleHoldCo Documents, there are no each issued and outstanding contractual obligations of the Company share capital or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of, or other equity or voting interests in, each Subsidiary of each the Company Subsidiary that is held, directly or indirectly, by the Company, is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) , and there are no subscription rights, options, warrants, anti-dilutive rights, rights of first refusal or similar rights, calls, contracts or other commitments that obligate the Company or any Subsidiary of the Company Disclosure Schedule, all to issue (other than to the Company or any Subsidiary of the outstanding Company) any share capital or shares of capital stock or other equity or voting interests of each Company any Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear including any right of all mortgagesconversion or exchange under any outstanding security, security interestsinstrument or agreement, liensany agreements granting any preemptive rights, claimssubscription rights, pledges, optionsanti-dilutive rights, rights of first refusal, agreements, limitations on refusal or similar rights (to Persons other than the Company or any Subsidiary of the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances ) with respect to any securities of any nature whatsoeverSubsidiary of the Company. (d) All grants of Company Equity Awards and purchase rights under the Company ESPP were validly issued and properly approved by the Company Board (or a committee thereof) in accordance with the Company Stock Plan, the Company ESPP and applicable Law. The Company has provided Parent with a complete and correct list, as of the date of this Agreement, of (i) each outstanding Company Option, including the date of grant, exercise price, vesting schedule and number of shares of Class A Shares subject thereto, (ii) each Company RSU Award, including the date of grant, vesting schedule and number of Class A Shares subject thereto and (iii) each outstanding Company Profits Unit Award, including the date of grant, vesting conditions and applicable participation threshold.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 (i) 200,000,000 shares of common stock, par value $1.00 per share, of the Company (“Company Common Stock, 7,000,000 shares of Company Class A Common Stock, ”) and 28,500,000 (ii) 25,000,000 shares of preferred stock, par value $.01 0.01 per share share, of the Company (the "“Company Preferred Stock"”), 200,000 shares of which 670,000 shares are Company Preferred Stock have been designated as Series A B Junior Participating Preferred Stock and reserved for issuance in accordance with the Tax Benefits Preservation Plan pursuant to which the Company has issued rights to purchase Series B Junior Participating Preferred Stock. As At the close of August 24business on June 19, 19982017, (i1) 39,398,204 41,934,751 shares of Company Common Stock were issued and outstanding, (ii2) 2,348,497 2,868,852 shares of Company Common Stock were held by the Company in its treasury, (3) no shares of Company Preferred Stock were issued and outstanding, (4) 2,324,172 shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to outstanding awards and rights under the Option Company Benefit Plans, including (iiiA) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 1,770,483 shares of Company Common Stock were reserved for issuance upon conversion of subject to outstanding shares of Company Class A Common Stock, (v) 255,500 options to purchase shares of Company Common Stock were (with a weighted average exercise price of $19.73); (B) no shares of Company Common Stock subject to outstanding stock appreciation rights in respect of shares of Company Common Stock; (C) 387,376 shares of Company Common Stock subject to outstanding time-vesting restricted stock units in respect of shares of Company Common Stock; (D) 166,313 shares of Company Common Stock subject to outstanding market-leveraged stock units in respect of shares of Company Common Stock (assuming achievement of all applicable performance goals at target levels, it being understood that an additional 83,158 shares of Company Common Stock could become subject to such awards upon maximum performance); and (E) no shares of Company Common Stock subject to outstanding Company restricted stock awards. (b) Except as set forth in Section 4.2(a) and for issuances since June 20, 2017 resulting solely from the exercise of options, or vesting of stock appreciation rights, time-vesting restricted stock units, market-leveraged stock units, performance stock units and restricted stock awards in respect of shares of Company Common Stock outstanding on such date and in accordance with their existing terms, no shares of capital stock or other equity interests or voting securities of the Company are issued, reserved for issuance or outstanding. Except as set forth in Section 4.2(a) or in Section 4.2(b) of the Company Disclosure Letter, there are no options, warrants, convertible, exchangeable or exercisable securities, subscriptions, stock appreciation rights, phantom stock rights or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued and held in or authorized by the treasury Company (i) relating to any issued or unissued capital stock or other equity interest or voting securities of the Company, (viii) 1,908,554 obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock of, or options, warrants, convertible, exchangeable or exercisable securities, subscriptions or other equity interests or voting securities in the Company or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of capital stock of the Company (each of (i), (ii) and (iii), collectively, the “Company Stock Rights”). All outstanding shares of Company Class A Common Stock were issued are, and outstanding, (vii) there were no all shares of Company Preferred Common Stock that may be issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of prior to the Rights. All the outstanding shares of the Company's capital stock are Effective Time will be when issued, duly authorized, validly issued, fully paid, non-assessable paid and free of preemptive rightsnonassessable. Since August 24, 1998, There are no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) contractual obligations of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock or equity interest or voting securities of the Company (including any shares of Company Common Stock) or any Company Subsidiary, (iii) outstanding contractual obligations Stock Rights or commitments of to pay any character restricting the transfer of, dividend or requiring the registration for sale of, make any capital stock of the Company other distribution in respect thereof or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other personPerson, other than guarantees by pursuant to the Company of any indebtedness of any Company SubsidiaryBenefit Plans. (bc) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b4.2(c)(i) of the Company Disclosure ScheduleLetter sets forth, all as of the close of business on April 12, 2017, an accurate and complete list of each outstanding Company option, stock appreciation right, restricted stock unit award, restricted stock award, market-based stock unit award and performance stock unit award (together, the “Awards”) and, with respect to each such Award, (i) the date of grant, (ii) the number of shares of capital stock Company Common Stock subject thereto, including, as applicable, the number of each shares of Company Subsidiary Common Stock that could vest upon maximum achievement of any applicable performance metrics, and (iii) the exercise or purchase price thereof, if applicable. There are owned no (i) voting trusts, proxies or similar arrangements or understandings to which the Company is a party or by which the Company is bound with respect to the voting of record any shares of Company Common Stock or other securities of the Company; and beneficially(ii) obligations or binding commitments of any character restricting the transfer of any share of Company Common Stock or other securities of the Company to which the Company is a party or by which it is bound. Other than the Tax Benefits Preservation Plan, the Company does not have a stockholders’ rights plan in effect. (d) The Company does not directly or indirectlyindirectly own any interest or investment (whether equity or debt) in any Person (other than the Subsidiaries of the Company and the Joint Ventures) or have any right or obligation to subscribe for or otherwise acquire any equity or similar interest in, by the Companyor any interest convertible into or exchangeable or exercisable for, free and clear of all mortgagesany corporation, security interestspartnership, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's joint venture or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoeverbusiness association or entity.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 600,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, Stock and 28,500,000 10,000,000 shares of preferred stock, $0.001 par value $.01 per share (the "Company Preferred Stock"), of which 670,000 shares are designated as Series A Junior Preferred Stockvalue. As of August 24July 1, 19982013, there were (i) 39,398,204 22,147,199 shares of Company Common Stock were issued and outstanding, (ii) 2,348,497 no shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (viiii) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any 11,122,358 shares of Company Common Stock issued issuable upon exercise of the outstanding Company Options, of which 70,204 shares are issuable upon exercise of outstanding Company Options granted under the Option Plans or 2003 Plan, 573,457 shares are issuable upon conversion exercise of outstanding Company Options under the 2004 Plan, 10,418,770 shares are issuable upon exercise of outstanding Company Class A Common StockOptions under the 2010 Plan, and no 59,927 shares are issuable upon exercise of outstanding Company Preferred Stock have been issued. Section 3.2(a) Options issued outside of the any Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issuedPlan, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All no shares of Company Common Stock subject to issuance as aforesaidissuable upon exercise of outstanding Company ESPP Rights, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for (v) 1,801,783 shares of Company Common Stock issuable upon exercise of the Company Warrants, (vi) 412,562 shares of Series A-1 Convertible Preferred Stock of the Company, par value $0.001 per share (the “Series A-1 Preferred Stock”), issued and outstanding and 71,974,609 shares of Company Common Stock issuable upon conversion of the Series A-1 Preferred Stock, (vii) 137,156 shares of Series A-2 Convertible Preferred Stock of the Company, par value $0.001 per share (the “Series A-2 Preferred Stock”), issued and outstanding and 51,825,807 shares of Company Common Stock issuable upon conversion of the Series A-2 Preferred Stock, (viii) 180,000 shares of Series A-3 Convertible Preferred Stock of the Company, par value $0.001 per share (the “Series A-3 Preferred Stock”, together with the Series A-1 Preferred Stock and the Series A-2 Preferred Stock, the “Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”), issued and outstanding and 54,838,939 shares of Company Common Stock issuable upon conversion of the Series A-3 Preferred Stock, and (ix) no other shares of preferred stock of the Company issued and outstanding. All of the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All shares of Company Common Stock issuable upon exercise or settlement of Company Options described have been duly reserved for issuance by the Company, and upon any issuance of such shares in accordance with the terms of the applicable Company Stock Plan, or otherwise in accordance with the terms of the applicable award agreement, will be duly authorized, validly issued and fully paid and non-assessable. (b) Except with respect to Equity Interests set forth in Section 3.2(a) or pursuant to the Investment Agreements, as of the date of this Agreement there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued Equity Interests of the Company or obligating the Company to issue or sell any Equity Interests in the Company. Section 3.2(b) of the Company Disclosure Schedule or upon conversion contains a complete and correct list as of outstanding the date of this Agreement of the names of the holders, the number of shares of Company Class A Common Stock, or as otherwise the date of grant, the exercise price and the vesting schedule for each outstanding Company Option. Except with respect to Equity Interests set forth in Section 3.2(a) of the Company Disclosure Schedule), there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of affecting the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer voting rights of, or requiring the registration for sale repurchase, redemption, issuance, creation or disposition of, any capital stock of Equity Interests in the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company SubsidiaryCompany. Except as set forth in Section 3.2(a3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations bonds, debentures, notes or other indebtedness of the Company having the right to vote (or any Company Subsidiary to provide funds toconvertible into, or make exchangeable for, securities having the right to vote) on any investment (in matter on which the form stockholders of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiarymay vote. (bc) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed set forth in Section 3.2(b3.2(c) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficiallydoes not own, directly or indirectly, any Equity Interest in any Person. The Company has not entered into any Contract requiring it to contribute capital, loan money or otherwise provide funds or make investments in any other Person. Other than the Investment Agreements and Registration Rights Agreement, there are no shareholder agreements, voting trusts, proxies or other Contracts to which the Company is a party or by which it is bound relating to the voting or registration of any Equity Interests of the Company. (d) All outstanding shares of Company Common Stock and Company Preferred Stock, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges Options and other Equity Interests, have been issued and granted in compliance in all material encumbrances of any nature whatsoeverrespects with (i) all applicable securities laws and other Laws and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 170,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, Stock and 28,500,000 2,000,000 shares of preferred stock, par value $.01 10.00 per share (the "“Company Preferred Stock"”), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24January 11, 19982010, (i) 39,398,204 45,843,368 shares of Company Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and were issued free of any preemptive rights, whether statutory or otherwise, (ii) 2,348,497 no shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (viiii) 1,908,554 (A) 1,397,513 shares of Company Class A Common Stock were reserved and available for issuance pursuant to outstanding Company Stock Options with the grant date, vesting terms and exercise price per share of Company Common Stock for each Company Stock Option set forth on Section 3.3(a)(iii) of the Company Disclosure Letter, and (B) 110,118 shares of Company Common Stock were reserved and available for issuance pursuant to Company Restricted Stock Units and Company Deferred Units, in each case, issued pursuant to the Company Stock Plans and outstandingCompany Deferred Compensation Plans, (viiiv) there 1,288,173 shares of Company Common Stock were reserved for the grant of additional awards under the Company Stock Plans and Company Deferred Compensation Plans, and (v) no shares of Company Preferred Stock were issued and outstanding and outstanding. As of January 11, 2010, (viiii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans were owned by a direct or upon conversion of outstanding shares of indirect wholly owned Company Class A Common Stock, Subsidiary and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holderthere were no outstanding stock options, (iii) the Option Plan under which each Option was issuedstock appreciation rights, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All “phantom” stock rights, performance units, rights to receive shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior on a deferred basis or other rights that are linked to the Effective Time value of Company Common Stock (“Company Stock-Based Awards”) (other than Company Stock Options, Company Restricted Stock Units and Company Deferred Units specified above). From the close of business on January 11, 2010 to the terms and conditions specified in the instruments pursuant to which they are issuabledate hereof, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for no shares of Company Common Stock issuable upon have been issued by the Company except pursuant to the exercise of the Options described in Section 3.2(a) outstanding Company Stock Options. There are no bonds, debentures, notes or other indebtedness or securities of the Company Disclosure Schedule that have the right to vote (or upon conversion of outstanding shares of Company Class A Common Stockthat are convertible into, or exchangeable for, securities having the right to vote) on any matters on which Company Shareholders may vote. Except as otherwise set forth in Section 3.2(a) above, as of the Company Disclosure Scheduledate of this Agreement, there are no not issued, reserved for issuance or outstanding (iA) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other voting securities or equity interest ininterests of the Company, (B) any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company Subsidiary or any of its Subsidiaries, (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock voting securities of the Company or any Company Subsidiary or (vD) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party Stock-Based Awards. All shares of Company Common Stock are, and all shares which may be issued pursuant to Company Stock Options, Company Restricted Stock Units and Company Deferred Units will be, when issued in accordance with respect the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to the voting of the capital stock of the Company any preemptive rights, whether statutory or any Company Subsidiary. otherwise. (b) Except as set forth in Section 3.2(a) 3.3(a), as of the Company Disclosure Scheduledate of this Agreement, there are no outstanding contractual obligations none of the Company or any of the Company Subsidiary Subsidiaries has any contractual or other obligation to provide funds torepurchase, redeem or otherwise acquire any shares of Company Common Stock or other capital stock or securities of the Company or any of its Subsidiaries (or any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other securities or equity interests of the Company or any of its Subsidiaries), to issue or sell, or cause to be issued or sold, any such securities, or to make any investment (in the form of a loan, capital contribution or otherwise) in, in any of the Company Subsidiary Subsidiaries or any other personPerson, other than guarantees except in connection with the acceptance of shares of Company Common Stock in payment of the exercise price or withholding Taxes incurred by any holder in connection with the exercise of Company Stock Options or the settlement of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rightsRestricted Stock Units. Except as disclosed set forth in Section 3.2(b3.3(b) of the Company Disclosure ScheduleLetter, all of the outstanding shares of capital stock and voting securities of each Company Subsidiary are owned of record and beneficiallyowned, directly or indirectly, by the Company and are duly authorized, validly issued, fully paid and nonassessable, and those shares of capital stock and voting securities of each of the Company Subsidiaries owned by the Company, directly or indirectly, are free and clear of all mortgagesLiens and free of any restriction on the right to vote, security sell or otherwise dispose of such capital stock or other equity interests. Except as otherwise set forth in this Section 3.3 or in Section 3.3(b) of the Company Disclosure Letter, liens, claims, pledgesthere are no outstanding subscriptions, options, rights warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of first refusalany character relating to the issued or unissued capital stock or other securities of any Company Subsidiary, or otherwise obligating the Company or any Company Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. As of the date of this Agreement, there are no voting trusts, proxies or other agreements, limitations commitments or understandings of any character to which the Company or any Company Subsidiary is a party or by which any of them is bound with respect to the holding, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries. (c) Except as otherwise set forth in Section 3.3(c) of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries owns, or has any contractual or other obligation to acquire, any equity securities or other securities of any Person (other than Company Subsidiaries) or any direct or indirect equity or ownership interest in any other business. (d) Since October 31, 2008, with respect to the Company Stock Options, Company Restricted Stock Units and Company Deferred Units, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Company Stock Option, Company Restricted Stock Unit and Company Deferred Unit was properly accounted for on the books and records of the Company's ; (ii) each grant of Company Stock Options, Company Restricted Stock Units and Company Deferred Units was made in accordance with the terms of the applicable Company Stock Plan and applicable Laws; and (iii) the per share exercise price of each Company Stock Option was determined in accordance with the applicable Company Stock Plan. (e) As of the date of this Agreement, the only principal amount of outstanding indebtedness for borrowed money of the Company and its Subsidiaries (not including intercompany amounts or such other operating or capital leases or overdraft facilities) is no more than $4,310,989 in letters of credit, outstanding under the Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoeverCredit Agreement.

Capitalization. (a) As of the date hereof, the authorized capital stock Capital Stock of the Company consists of 120,000,000 51,000,000 shares of Capital Stock (the “Company Capital Stock”), divided into 50,000,000 shares of common stock, par value $0.001 per share (the “Company Common Stock, 7,000,000 shares of Company Class A Common Stock”), and 28,500,000 1,000,000 shares of preferred stock, par value $.01 0.001 per share (the "“Company Preferred Stock"”), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24, 1998the date hereof, (i) 39,398,204 11,926,178 shares of Company Common Stock were Stock, are issued and outstanding, (ii) 2,348,497 shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock are issued or outstanding, (iii) 1,307,409 and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any 422,657 shares of Company Common Stock issued are issuable upon exercise or payout of currently outstanding stock options and restricted stock units, respectively, previously granted under Company Stock Plans; (iv) 5,329 shares of Company Common Stock are issuable upon payout of deferred stock units under Company’s Employee Deferred Stock Unit Program; (v) 282,311 shares of Company Common Stock are issuable upon payout of deferred stock units under Company’s Non-Employee Director Deferred Stock Unit Program; (vi) 992,282 shares of Company Common Stock remain available for future awards under Company’s 2004 Stock Incentive Plan; (vii) 642,803 shares of Company Common Stock remain available for future awards under Company’s Employee Deferred Stock Unit Program; (viii) 101,020 shares of Company Common Stock remain available for future awards under Company’s Non-Employee Director Deferred Stock Unit Program; (ix) 689,113 shares of Company Common Stock are issuable upon exercise of the Options granted under the Option Plans or upon conversion of currently outstanding Series A Warrants; (x) 694,637 shares of Company Class A Common Stock, Stock are issuable upon exercise of currently outstanding Series B Warrants; and no (xi) 250,000 shares of Company Preferred Stock have been issued. Section 3.2(a) designated as “Series A Junior Participating Preferred Stock,” par value $0.001 per share, and are reserved for issuance upon exercise of Company Rights issued pursuant to the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder Rights Agreement. Each issued and (v) the exercise price of each of the Options. All shares outstanding share of Company Common Capital Stock subject to is, and each share of Company Capital Stock reserved for issuance as aforesaidspecified above will be, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are it is issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights or similar rights. , and has been, or will be, issued in compliance in all respects with applicable Law and the Company’s bylaws and certificate of incorporation. (b) Except for shares of Company Common Stock issuable upon exercise the items described above in subsection (a) and under this Agreement, as of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Scheduledate hereof, there are no outstanding subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights or warrants, including any right of conversion or exchange under any outstanding security, instrument or other Contract and also including any rights plan or other similar agreement, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Capital Stock or obligating the Company to grant, extend or enter into any such commitment or other Contract. As of the date hereof, there are no obligations, contingent or otherwise, of the Company to (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock shares of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary Capital Stock or (vii) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide material funds to, or make any material investment in (in the form of a loan, capital contribution or otherwise) in), or provide any guarantee with respect to the obligations of, any Company Subsidiary Person. There are no outstanding stock appreciation rights or any similar derivative securities or rights of the Company. There are no bonds, debentures, notes or other person, other than guarantees by indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. There are no voting trusts, irrevocable proxies or other Contracts to which the Company is a party or is bound with respect to the voting of any indebtedness shares of any Company SubsidiaryCapital Stock. (bc) Each of the issued and outstanding share shares of capital stock Capital Stock of each the Company Subsidiary is Subs has been duly authorized, authorized and validly issued, is fully paidpaid and nonassessable, nonassessable has not been issued in violation of any preemptive or similar rights, and free has been issued in compliance in all respects with all applicable Laws and the provisions of preemptive rights. Except as disclosed in Section 3.2(b) of its organizational documents, and the Company Disclosure Scheduleowns, all directly or indirectly, one hundred percent of the outstanding shares of capital Capital Stock of the Company Subs. There are no (i) securities convertible into or exchangeable for shares of Capital Stock or other securities of any of the Company Subs, or (ii) subscriptions, options, warrants, puts, calls, phantom stock rights, stock appreciation rights, stock-based performance units, agreements, understandings, claims or other Contracts or rights of each any type granted or entered into by Company Subsidiary are owned or the Company Subs relating to the issuance, sale, repurchase or transfer of record any securities of any Company Sub or that give any Person, other than the Company, the right to receive any economic benefit or right similar to or derived from the economic benefits and beneficiallyrights of securities of any Company Sub. (d) Except for the Company Subs and except as set forth on Schedule 5.6(d) of the Parent Disclosure Schedule, the Company does not, directly or indirectly, own any equity, partnership, membership or similar interest in, or any interest convertible into, exercisable for the purchase of or exchangeable for any such equity, partnership, membership or similar interest in, any Person, or is under any current or prospective obligation to form or participate in, provide funds to, make any loan, capital contribution or other investment in, or assume any liability or obligation of, any Person, in each case, other than as contemplated by this Agreement or the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoeverTransactions.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company 3Dfx consists of 120,000,000 (i) 50,000,000 shares of Company 3Dfx Common Stock and of (ii) 5,000,000 shares of Preferred Stock, 7,000,000 shares of Company Class A Common Stock, and 28,500,000 shares of preferred stock, no par value $.01 per share (the "Company Preferred Stock3DFX PREFERRED STOCK"), 60,000 of which 670,000 shares are have been designated as 3Dfx Series A Junior Preferred StockParticipating Preferred. As At the close of August 24business on November 30, 1998, (i) 39,398,204 approximately 15,592,912 shares of Company 3Dfx Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable, (ii) 2,348,497 approximately 349,919 shares of Company 3Dfx Common Stock were reserved for future issuance pursuant to 3Dfx's employee stock purchase plan, (iii) approximately 3,422,609 shares of 3Dfx Common Stock were reserved for issuance upon the exercise of outstanding options ("3DFX OPTIONS") to purchase 3Dfx Common Stock, approximately 1,287,185 shares of 3Dfx Common Stock were reserved for future grant under the 1995 Stock Option Plan, the 1997 Supplemental Stock Option Plan and the 1997 Director Option Plan and (iv) 93,636 shares of 3Dfx Common Stock were reserved for issuance upon exercise of Options granted warrants. No change in such capitalization has occurred between September 30, 1998 and the date hereof except issuances of 3Dfx Common Stock that would be permitted pursuant to Section 5.2(c) hereof. As of the Option Plansdate hereof, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 no shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common 3Dfx Preferred Stock were issued and held in the treasury or outstanding. The authorized capital stock of Sub consists of 10,000 shares of common stock, par value $0.10 per share, 100 shares of which, as of the Companydate hereof, (vi) 1,908,554 shares of Company Class A Common Stock were are issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All of the outstanding shares of the Company3Dfx's and Sub's respective capital stock have been duly authorized and validly issued and are duly authorizedfully paid and nonassessable. Except as set forth in this Section 4.3, validly issuedas of the date of this Agreement, fully paidthere are no options, non-assessable and free warrants or other rights, agreements, arrangements or commitments of preemptive rights. Since August 24, 1998, no additional any character relating to the issued or unissued capital stock of 3Dfx or any of its subsidiaries or obligating 3Dfx or any of its subsidiaries to issue or sell any shares of capital stock of, or securities convertible into other equity interests in, 3Dfx or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Optionsits subsidiaries. All shares of Company 3Dfx Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, shall, and the shares of 3Dfx Common Stock to be issued pursuant to the Merger will be be, duly authorized, validly issued, fully paid, nonassessable paid and free of preemptive rightsnonassessable. Except for shares of Company Common Stock issuable upon exercise of the Options described in such actions as are permitted under Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule5.2, there are no (i) optionsobligations, warrantscontingent or otherwise, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company 3Dfx or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary its subsidiaries to repurchase, redeem or otherwise acquire any capital stock shares of the Company 3Dfx Common Stock or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company any subsidiary or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, to or make any investment (in the form of a loan, capital contribution or otherwise) in, in any Company Subsidiary such subsidiary or any other person, entity other than guarantees by of obligations of subsidiaries entered into in the Company ordinary course of any indebtedness business. All of any Company Subsidiary. (b) Each the outstanding share shares of capital stock (other than directors' qualifying shares) of each Company Subsidiary of 3Dfx's subsidiaries is duly authorized, validly issued, fully paid, paid and nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(ball such shares (other than directors' qualifying shares) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly by 3Dfx or indirectly, by the Company, another subsidiary free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiaryin 3Dfx's voting rights, charges and or other material encumbrances of any nature whatsoever.

Capitalization. (a) As of the date hereofJune 30, 1999, the Company's authorized capital stock consisted of 65,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, of which (i) 750,000 shares have been designated Series A Preferred Stock, (ii) 3,000,000 shares have been designated Series B Convertible Preferred Stock, and (iii) 1,450,000 shares have been designated Series C Convertible Preferred Stock. As of June 30, 1999, the only shares of capital stock of the Company consists of 120,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, and 28,500,000 shares of preferred stock, par value $.01 per share (the "Company Preferred Stock"), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24, 1998, (i) 39,398,204 shares of Company Common Stock were issued and outstanding, reserved for issuance or committed to be issued were: (iia) 2,348,497 25,427,140 fully paid and non-assessable shares of Company Common Stock, duly issued and outstanding; (b) 81,944 fully paid and non-assessable shares of Series A Preferred Stock, duly issued and outstanding; (c) 1,535,648 fully paid and non-assessable shares of Series B Convertible Preferred Stock, duly issued and outstanding; (d) 1,132,824 fully paid and non-assessable shares of Series C Convertible Preferred Stock, duly issued and outstanding; (e) 283,206 shares of Series C Convertible Preferred Stock were reserved for issuance upon exercise of Options granted pursuant to an option held by the Option Plans, Shareholder (iiithe "Series C Option"); (f) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of non-participating preferred stock of the Company having an aggregate liquidation value of $1,029,994 and convertible into Common Stock were at $3.25 per share which the Company was committed to issue under that certain Termination Agreement, dated as of December 31, 1998, between the Company and Maroon Bells Capital Partners, Inc. (including the shares of Common Stock issuable upon conversion thereof); (g) 81,944 shares of Common Stock reserved for issuance upon conversion of outstanding the Series A Preferred Stock; (h) 6,142,592 shares of Company Class A Common Stock reserved for issuance upon conversion of the Series B Convertible Preferred Stock, ; (vi) 255,500 15,385,166 shares of Company Common Stock were issued and held in the treasury reserved for issuance upon conversion of the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Series C Convertible Preferred Stock issued and outstanding and (viii) 670,000 including those shares of Series A Junior C Convertible Preferred Stock were issuable upon exercise of the Series C Option); and (j) 11,628,430 shares of Common Stock reserved for issuance upon exercise of outstanding options and warrants. Except as set forth in this Section 2.5, as of June 30, 1999, there were no outstanding securities of the Rights. All the outstanding Company which are convertible into or exchangeable for any shares of the Company's capital stock are duly authorizedor contain any capital appreciation or profit participation features, validly issuedthere was no existing contract, fully paidoption, non-assessable and free warrant, call or other commitment or right of preemptive rights. Since August 24, 1998, no additional any character granted or issued by the Company calling for or relating to the issuance or transfer of shares of capital stock or any other securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule there were no stock appreciation rights or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital phantom stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiaryplans. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.

Capitalization. Upon filing the Charter and prior to the issuance of the Shares hereunder at the Closing, the Company has a total authorized capitalization consisting of: (a) As of the date hereof, the authorized capital stock of the Company consists of 120,000,000 142,255,835 shares of Company Common Stock, 7,000,000 par value $0.001 par value per share (the “Common Stock”), of which (i) 141,963,421 shares of Company Class have been designated Series A Common Stock, of which (A) 8,194,399 shares are issued and 28,500,000 outstanding; (B) 37,200,000 shares have been reserved for issuance upon conversion of preferred stockthe Company’s Series B Preferred Stock, $0.001 par value per share (“Series B Preferred Stock”); (C) 12,090,672 shares have been reserved for issuance upon conversion of the Company’s Series C Preferred Stock, $.01 0.001 par value per share (“Series C Preferred Stock”); (D) 33,634,669 shares have been reserved for issuance upon conversion of the Company’s Series D Preferred Stock, $0.001 par value per share (the "Company “Series D Preferred Stock"”), ; (E) 33,248,426 shares have been reserved for issuance upon conversion of which 670,000 shares are designated as the Series A Junior E Preferred Stock. As of August 24, 1998, ; (iF) 39,398,204 2,480,000 shares of Company Common Stock were issued and outstanding, (ii) 2,348,497 shares of Company Common Stock were have been reserved for issuance upon exercise of Options granted pursuant outstanding warrants to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 purchase shares of Company Series B Preferred Stock; (G) 666,666 shares have been reserved for issuance upon exercise of warrants to purchase shares of Series E Preferred Stock; and (H) 14,836,268 shares will be reserved for issuance under the Company’s 2009 Equity Incentive Plan, as amended (the “Plan”), and (ii) 292,414 shares have been designated Series B Common Stock were Stock, $0.001 par value per share, of which (A) 34,569 will be issued and outstanding, and (B) 257,845 will be reserved for issuance upon conversion of outstanding shares of Company Class the Company’s Series A Common Stock, ; and (vb) 255,500 117,884,018 shares of Company Common Stock were issued and held in Preferred Stock, $0.001 par value per share (the treasury “Preferred Stock”), of the Companywhich (i) 39,680,000 shares have been designated Series B Preferred Stock, (vi) 1,908,554 shares 37,200,000 of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock which are issued and outstanding and (viii) 670,000 shares 2,480,000 of Series A Junior Preferred Stock were which are reserved for issuance upon exercise of the Rightsoutstanding warrants; (ii) 12,090,672 shares have been designated Series C Preferred Stock, all of which will be issued and outstanding; (iii) 32,511,979 shares have been designated Series D Preferred Stock, all of which will be issued and outstanding; and (iv) 33,601,367 shares have been designated Series E Preferred Stock, 17,111,567 of which are issued and outstanding. All of the issued and outstanding shares of the Company's ’s capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been duly authorized and validly issued other than any shares of Company Common Stock and are fully paid and nonassessable, and were issued upon exercise in accordance with the registration or qualification provisions of the Options granted under Securities Act of 1933, as amended (the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights“Securities Act”). Except for shares of Company Common Stock issuable upon exercise of the Options described as set forth in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, 3.5 or as otherwise set forth provided in Section 3.2(athis Agreement, (1) of the Company Disclosure Scheduleno subscription, there are no (i) optionswarrant, warrantsoption, calls, subscriptions convertible security or other rights, convertible securities, agreements right (contingent or commitments of any character obligating the Company otherwise) to purchase or any Company Subsidiary to issue, transfer or sell acquire any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company is authorized or outstanding, (2) the Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company, and (3) the Company Subsidiary has no obligation (contingent or otherwise) to repurchasepurchase, redeem or otherwise acquire any shares of its capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations interest therein or commitments of to pay any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, dividend or make any investment (other distribution in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable respect thereof. The issuance and free of preemptive rights. Except as disclosed in Section 3.2(b) sale of the Company Disclosure Schedule, Shares and all of the other outstanding shares of capital stock of each the Company Subsidiary are owned of record is in compliance with any and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, applicable rights of first refusal, agreements, limitations on the Company's preemptive rights or such other Company Subsidiary's voting similar rights of any third party. The rights, charges preferences, privileges and other material encumbrances restrictions of any nature whatsoeverthe Shares are as stated in the Charter.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 500,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, Stock and 28,500,000 10,000,000 shares of preferred stock, par value $.01 0.0001 per share share, of the Company (the "“Company Preferred Stock"”), of which 670,000 shares are 2,000,000 have been designated as Series A Junior Participating Preferred Stock, and which are issuable upon exercise of the preferred share purchase rights pursuant to the Shareholder Rights Agreement (the “Preferred Share Purchase Rights”). As of August 24May 16, 1998, 2025 (the “Company Capitalization Date”): (i) 39,398,204 (A) 6,141,183 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Common Stock were held in the Company’s treasury, (C) no shares of Company Common Stock were held by the Company Subsidiaries, (D) no shares of Company Preferred Stock were issued or outstanding, and (E) no shares of Company Preferred Stock were held by the Company or its Subsidiaries in its respective treasury and (F) 6,141,183 Preferred Share Purchase Rights were issued and outstanding, and (G) no Preferred Share Purchase rights were held in the Company’s treasury; (ii) 2,348,497 (A) Company Options exercisable into 124,536 shares of Company Common Stock were outstanding, of which none are In-the-Money Company Options, (B) Company RSUs settleable into 341,941 shares of Company Common Stock were outstanding, and (C) Commercial Warrants exercisable into 133,825 shares of Company Common Stock were outstanding, with an exercise price per share of $0.35, and SPAC Warrants (including private and public warrants) exercisable into 244,762 shares of Company Common Stock were outstanding, with an exercise price per share of $402.50; (iii) (A) 651,607 shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Company Equity Plans, ; (iiiB) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 293,055 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of pursuant to the Company Class A Common Stock, ESPP; and (vC) 255,500 378,587 shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 reserved for issuance pursuant to Company Warrants. All outstanding shares of Company Class A Common Stock were are, and all such shares which may be issued and outstandingprior to the Effective Time will be when issued, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, paid and non-assessable and free not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the DGCL, the Company Governing Documents or any Contract. Since August 24, 1998, no additional shares of capital stock or All outstanding Company securities convertible into or exchangeable for such capital stock, have been issued other than any and granted in compliance in all material respects with applicable Laws and, if applicable, in compliance with the Company Equity Plan. All the outstanding shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stockare, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All all shares of Company Common Stock subject to reserved for issuance as aforesaiddescribed above shall be, upon issuance prior to when issued in accordance with the Effective Time on the respective terms and conditions specified in the instruments pursuant to which they are issuablethereof, will be duly authorized, validly issued, fully paid, paid and nonassessable and free of preemptive rights. Except for . (b) Section 3.2(b) of the Company Disclosure Letter sets forth a true and complete list, as of the Company Capitalization Date, of (i) each Company Equity Award, (ii) the name of the Company Equity Award holder (to the extent permissible under applicable Law), (iii) the number of shares of Company Common Stock issuable upon exercise of underlying each Company Equity Award, (iv) the Options described in Section 3.2(a) of date on which the Company Disclosure Schedule or upon conversion Equity Award was granted, (v) the Company Equity Plan under which the Company Equity Award was granted, (vi) the exercise price of outstanding shares each Company Equity Award, if applicable, and (vii) the expiration date of each Company Class A Common StockEquity Award, or if applicable. (c) Except as otherwise set forth in Section 3.2(a) and Section 3.2(b), and other than the Preferred Share Purchase Rights or the shares of Company Common Stock that have become outstanding after the Company Capitalization Date that were reserved for issuance as set forth in clause (iii) of Section 3.2(a) and issued in accordance with the terms of the applicable Company Disclosure ScheduleEquity Plan, there are no Company Equity Award, Company ESPP or Company Warrant, in each case as of the date hereof: (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell does not have any shares of capital stock or other equity interest in, the Company interests issued or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, outstanding and (ii) there are no outstanding contractual obligations subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements other Contract to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of or is otherwise bound obligating the Company or any Company Subsidiary. Except as set forth in Section 3.2(aSubsidiary to (A) issue, transfer or sell, or make any payment with respect to, any shares of the Company Disclosure Schedule, there are no outstanding contractual obligations capital stock or other equity interests of the Company or any Company Subsidiary to or securities convertible into, exchangeable for or exercisable for, or that correspond to, such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment, (C) redeem or otherwise acquire any such shares of capital stock or other equity interests or (D) provide any amount of funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary that is not wholly owned or in any other Person. There are no outstanding obligations of the Company or any Company Subsidiary (1) restricting the transfer of, (2) affecting the voting rights of, (3) requiring the repurchase, redemption or disposition of, or containing any right of first refusal, right of first offer or similar right with respect to, (4) requiring the registration for sale of or (5) granting any preemptive or anti-dilutive rights with respect to, any shares of capital stock or other person, other than guarantees by equity interests of the Company of any indebtedness of or any Company Subsidiary. Pursuant to and in accordance with the Shareholder Rights Agreement Amendment, as of the Closing all Preferred Share Purchase Rights shall automatically terminate without the holders thereof having any further rights with respect thereto (it being understood that to the extent a Person other than Parent shall have become an “Acquiring Person” (as defined therein) under the Shareholder Rights Agreement prior to the Closing such that the Preferred Share Purchase Rights become exercisable thereunder, the holders of Preferred Share Purchase Rights shall have the rights provided under the Shareholder Rights Agreement). (bd) Each Neither the Company nor any Company Subsidiary has outstanding share bonds, debentures, notes or other similar obligations, the holders of which have the right to vote with the Company Stockholders on any matter. (e) Other than the Voting Agreements, there are no voting trusts or other agreements, commitments or understandings to which the Company or any Company Subsidiary (or to the Company’s Knowledge, a Company Stockholder) is a party with respect to the voting of the capital stock or other equity interests of each the Company or any Company Subsidiary. The Voting Agreements are in full force and effect. (f) Neither the Company nor any Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in has any Indebtedness other than the Indebtedness set forth on Section 3.2(b3.2(f) of the Company Disclosure ScheduleLetter, all which sets forth the amounts (including principal and any accrued but unpaid interest or other obligations) with respect to such Indebtedness. Except as disclosed on Section 3.2(f) of the outstanding shares Company Disclosure Letter, no Indebtedness of capital stock of each the Company or any Company Subsidiary are owned contains any restriction upon (i) the prepayment of record and beneficiallyany of such Indebtedness, directly or indirectly, (ii) the incurrence of Indebtedness by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's Company or such other any Company Subsidiary's voting rights, charges and other material encumbrances or (iii) the ability of the Company or any nature whatsoeverCompany Subsidiary to grant any Lien on its properties or assets.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 (i) 75,000,000 Shares, (ii) 10,000,000 shares of Class B Common Stock (“Company Class B Common Stock”), 7,000,000 (iii) 1,530 shares of Company Class A Common Stock, and 28,500,000 shares of Series D preferred stock, par value $.01 0.01 per share (the "“Company Series D Preferred Stock"”), and (iv) 100,000 shares of which 670,000 shares are designated as Series A Junior E preferred stock, par value $0.01 per share (“Company Series E Preferred Stock. ”). (b) As of August 24the close of business on October 14, 1998, 2010: (i) 39,398,204 7,759,063 Shares were issued and outstanding (including 10,000 shares of Restricted Stock), including the associated Preferred Share Purchase Rights (collectively, the “Rights”) issued pursuant to the Amended and Restated Rights Agreement dated as of January 4, 2008, as amended, between the Company and Computershare, as Rights Agent (the “Rights Agreement”); (ii) no shares of Company Class B Common Stock were issued or outstanding; (iii) 1,530 shares of Company Series D Preferred Stock were issued and outstanding, ; (iiiv) 2,348,497 100,000 shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior E Preferred Stock were reserved for issuance upon exercise of the Rights. All Rights under the Rights Agreement; (v) 1,428,687 Shares were held by the Company in its treasury; (vi) there were outstanding shares of Options to purchase 610,920 Shares; (vii) 499,483 Shares remained available for issuance under the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable Stock Plans; and free of preemptive rights. Since August 24, 1998, (viii) there were no additional other shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common StockCompany, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) optionssubscriptions, warrants, calls, subscriptions or other rights, convertible securities, securities or other agreements or commitments of any character obligating to which the Company is a party relating to the issuance, transfer, sales, delivery, voting or redemption (including any Company Subsidiary to issue, transfer rights of conversion or sell exchange under any shares outstanding security or other instrument) for any of the capital stock or other equity interest interests of, or other ownership interests in, the Company or any Company Subsidiary or securities convertible into or exchangeable for outstanding on such shares or equity interestsdate, except pursuant to this Agreement. All issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive rights. (iic) outstanding contractual obligations or commitments of any character Section 3.2(c) of the Company Disclosure Letter lists, as of the close of business on October 14, 2010, each Option of the Company outstanding, the number of Shares issuable thereunder and the expiration date and the exercise or any conversion price relating thereto. During the period from October 14, 2010 to the date of this Agreement, (i) there have been no issuances by the Company Subsidiary to repurchase, redeem or otherwise acquire any of shares of capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments other than issuances of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company pursuant to the exercise of Options outstanding on such date, and (ii) there have been no issuances of Options or any Company Subsidiaryother options, (iv) outstanding contractual obligations warrants or commitments of any character granting any preemptive or antidilutive right with respect to, any other rights to acquire capital stock of the Company. (d) Except for dividends on the Company Series D Preferred Stock, the Company has not, subsequent to October 14, 2010, declared or paid any dividend, or declared or made any distribution on, or authorized the creation or issuance of, or issued, or authorized or effected any split-up or any other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock. The Company Subsidiary or (v) voting trusts or similar agreements has not heretofore agreed to which the Company or take any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedulesuch action, and there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of kind to redeem, purchase or otherwise acquire any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free except pursuant to this Agreement. Other than the Company Common Stock and clear the Company Series D Preferred Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of all mortgagesthe Company having the right to vote (or, security interestsother than the outstanding Options and Rights, liensconvertible into, claimsor exchangeable for, pledgessecurities having the right to vote) on any matters on which stockholders of the Company may vote. (e) Except as otherwise set forth in this Section 3.2 and for the Company Series E Preferred Stock issuable upon exercise of the Rights, (i) as of October 14, 2010, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding, and (ii) there are no outstanding securities, options, rights of first refusalwarrants, calls, rights, commitments, agreements, limitations on the Company's arrangements or such other Company Subsidiary's voting rights, charges and other material encumbrances undertakings of any nature whatsoeverkind to which the Company or any of the Company Subsidiaries is a party or by which any of them is bound obligating the Company or any of the Company Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of the Company Subsidiaries or obligating the Company or any of the Company Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 shares of Company Common Stock, 7,000,000 (i) 100,000,000 shares of Company Class A Common Stock, (ii) 10,000,000 shares of Company Class B Common Stock, and 28,500,000 (iii) 5,000,000 shares of preferred stock, par value $.01 per share (the "Company Preferred Stock"), of which 670,000 shares are designated as Series A Junior Preferred Stock. . (b) As of August 24October 18, 19982004, (i) 39,398,204 40,018,789 shares of Company Class A Common Stock and 255,000 shares of Company Class B Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable and were issued free of preemptive (or similar) rights, (ii) 2,348,497 shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding 1,219,623 shares of Company Class A Common Stock, (v) 255,500 Stock and no shares of Company Class B Common Stock were issued and held in the treasury of the Company, (iii) no shares of Company Common Stock were held by the Subsidiaries, (iv) 6,491,094 shares of Company Class A Common Stock are issuable upon exercise of outstanding Company Stock Options granted under the Company Stock Option Plan at a weighted average per share exercise price of $14.137, (v) 7,677,071 shares of Company Class A Common Stock are reserved for future issuance in connection with the Company Stock Option Plan (including shares reserved pursuant to outstanding Company Stock Options), and (vi) 1,908,554 255,000 shares of Company Class A Common Stock were issued and outstandingreserved for future issuance pursuant to the conversion of shares of Company Class B Common Stock. Since October 18, (vii) 2004 through the date of this Agreement, other than in connection with the issuance of Shares pursuant to the exercise of Company Stock Options outstanding as of October 18, 2004, there were has been no change in the number of shares of outstanding capital stock of the Company or the number of outstanding Company Stock Options. As of the date of this Agreement, no shares of Company Preferred Stock are issued and outstanding and outstanding. The Company does not have a "poison pill" or similar stockholder rights plan. Except as set forth in this Section 3.03, there are no (viiiA) 670,000 options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of Series A Junior Preferred Stock were reserved for issuance upon exercise capital stock of, or other equity interests in, the Company or any Subsidiary, (B) voting securities of the Rights. All the outstanding shares of the Company's capital stock are duly authorizedCompany or securities convertible, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional exchangeable or exercisable for shares of capital stock or voting securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under Company, or (C) equity equivalents, interests in the Option Plans ownership or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) earnings of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Optionsor any Subsidiary or similar rights. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and nonassessable and free of preemptive (or similar) rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary or to provide funds to, to or make any investment (in the form of a loan, capital contribution or otherwise) in, in any Company Subsidiary or any other person, other than guarantees by . None of the Company or any Subsidiary is a party to any stockholders' agreement, voting trust agreement or registration rights agreement relating to any equity securities of the Company or any Subsidiary or any other Contract relating to disposition, voting or dividends with respect to any equity securities of the Company or of any indebtedness of any Company Subsidiary. (bc) Each outstanding share of capital stock stock, each limited liability company membership interest and each partnership interest of each Company Subsidiary is duly authorized, validly issued, fully paid, paid and nonassessable and was issued free of preemptive (or similar) rights. Except as disclosed in Section 3.2(b) of , and each such share or interest is owned by the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company or another Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company any Subsidiary's voting voting, dividend or transfer rights, charges and other material encumbrances or Liens of any nature whatsoever. (d) As of the date of this Agreement, the only outstanding indebtedness for borrowed money of the Company and the Subsidiaries is $200,000,000 in aggregate principal amount of term loans under the Credit Agreement, dated as of July 22, 2004, as amended, among the Company, Boca Resorts Hotel Corporation, various Subsidiaries, Deutsche Bank Securities Inc., Deutsche Bank Trust Company Americas and various lenders (the "Credit Agreement").

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, 100,000,000 Shares and 28,500,000 1,000,000 shares of preferred stock, par value $.01 0.01 per share (the "Company “Preferred Stock"”). At the close of business on June 28, of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24, 1998, 2012 (the “Measurement Date”): (i) 39,398,204 68,792,074 Shares were issued and outstanding; (ii) 23,610,114 Shares were held in treasury; (iii) no shares of Preferred Stock were outstanding; (iv) no Shares were subject to or otherwise deliverable in connection with the exercise of outstanding Company Stock Options; (v) 3,486,831 RSUs were outstanding; and (vi) 384,816 RSAs were outstanding. Since the close of business on the Measurement Date, no options to purchase shares of Company Common Stock were issued or Preferred Stock have been granted and outstanding, (ii) 2,348,497 no shares of Company Common Stock were reserved or Preferred Stock have been issued, except (x) for issuance upon exercise of Options granted Shares issued pursuant to the Option Plansexercise or vesting of Company Stock Options, Company Restricted Shares, RSUs and RSAs in accordance with their terms and (y) with respect to periods after the date hereof, as permitted by Section 5.1. Except as set forth above, (iiiA) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, there are no outstanding (iv1) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stockcapital stock or other voting securities of, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of or ownership interests in, the Company, (vi2) 1,908,554 securities of the Company convertible into or exchangeable for shares of Company Class A Common Stock were issued and outstandingcapital stock or voting securities of or ownership interests in the Company, (vii3) options, warrants, calls or other rights to acquire from the Company, or obligations of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company or (4) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based on, directly or indirectly, the value or price of, any capital stock of or voting securities of the Company (the items in clauses (1), (2), (3) and (4) are referred to collectively as “Company Securities”), and (B) there were are no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise obligations of the RightsCompany to repurchase, redeem or otherwise acquire any Company Securities. All the outstanding shares of the Company's capital stock Shares (other than Company Restricted Shares) are duly authorized, validly issued, fully paid, non-assessable paid and free of nonassessable and not subject to preemptive rights. Since August 24, 1998, no additional shares Neither the Company nor any of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than its subsidiaries is a party to any shares voting agreement with respect to the voting of any Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issuedSecurities. Section 3.2(a) 3.3 of the Company Disclosure Schedule identifies (i) contains a complete and correct list as of the holders Measurement Date of each outstanding Company Stock Option, Company Restricted Share, RSU and RSA, including the holder, date of the Optionsgrant, (ii) the exercise price, vesting schedule and number of Options vested for each holderShares subject thereto, as applicable. (iiib) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of the Company’s subsidiaries are owned by the Company Common Stock subject to issuance or another wholly-owned subsidiary of the Company free and clear of all security interests, Liens, adverse claims, pledges, limitations in voting rights, charges or other encumbrances, other than restrictions imposed by law or as aforesaidwould not, upon issuance prior to the Effective Time on the terms and conditions specified individually or in the instruments pursuant to which they are issuableaggregate, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rightshave a Material Adverse Effect. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or Company’s subsidiaries and as otherwise set forth in Section 3.2(a) 3.3 of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or does not own any Company Subsidiary to issue, transfer or sell any shares of capital stock of or other equity interest in, the Company or any Company Subsidiary or securities interest convertible into or exercisable or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) other equity interest in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiary. (b) . Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each of the Company’s subsidiaries is duly authorized, validly issued, fully paid and nonassessable (in each case, to the extent applicable), except where any such failure to be duly authorized, validly issued, fully paid and nonassessable would not, individually or in the aggregate, have a Material Adverse Effect. There are no issued, reserved for issuance or outstanding (1) securities of the Company Subsidiary or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of or ownership interests in any subsidiary of the Company, (2) options, warrants, calls or other rights to acquire from the Company or any of its subsidiaries, or obligations of the Company or any of its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of subsidiaries of the Company or (3) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are owned of record and beneficiallyderivative of, or provide economic benefits based on, directly or indirectly, by the value or price of, any capital stock of or voting securities of any subsidiary of the Company. There are no outstanding obligations of the Company or any of its subsidiaries to repurchase, free and clear redeem or otherwise acquire any shares of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's ’s subsidiaries or such other any of the securities, instruments or rights described in the immediately preceding sentence. (c) No Company Subsidiary's voting rights, charges and other material encumbrances Securities are owned by any subsidiary of any nature whatsoeverthe Company.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 20,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, 5,000,000 shares of Class B Common Stock and 28,500,000 5,000,000 shares of preferred stock, $.001 par value $.01 per share (the "Company Preferred Stock"), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24April 28, 19981997, (ia) 39,398,204 7,548,416 shares of Company Common Stock were issued and outstanding, (ii) 2,348,497 shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (viib) there 2,543,381 shares of Class B Common Stock were issued and outstanding, (c) no shares of Company Preferred Stock were issued and outstanding and outstanding, (viiid) 670,000 Options to purchase an aggregate of 330,300 shares of Series A Junior Preferred Common Stock were outstanding, 474,505 shares of Common Stock were reserved for issuance upon the exercise of the Rights. All the such outstanding Options, 144,205 shares of Common Stock were reserved for future grants under the Company's capital Stock Option Plans and no stock are duly authorizedappreciation rights or limited stock appreciation rights were outstanding other than those attached to such Options, validly issued(e) 33,400 shares of Class A Common Stock were held by the Company in its treasury, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, (f) no additional shares of capital stock of the Company were held by the Company's Subsidiaries. The Company has no outstanding bonds, debentures, notes or securities other obligations entitling the holders thereof to vote (or which are convertible into or exchangeable exercisable for such capital stocksecurities having the right to vote) with the stockholders of the Company on any matter. Since April 28, have been 1997, the Company (i) has not issued other than any shares of Company Common Stock issued other than upon the exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) has granted no Options to purchase shares of Common Stock under the number of Options vested for each holder, Stock Option Plans and (iii) the Option Plan under which each Option was issuedhas not split, (iv) the number combined, converted or reclassified any of Options held by such holder and (v) the exercise price its shares of each of the Optionscapital stock. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms issued and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there Stock are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed set forth in this Section 3.2(b) 6.4 or in the Disclosure Letter, there are no other shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in, the Company or any of its Subsidiaries. Except as set forth in the Disclosure Letter, there are no outstanding obligations of the Company Disclosure Scheduleor any Subsidiaries to repurchase, all of the outstanding redeem or otherwise acquire any shares of capital stock of each the Company Subsidiary and there are owned no performance awards outstanding under the Stock Option Plan or any other outstanding stock-related awards. After the Effective Time, the Surviving Corporation will have no obligation to issue, transfer or sell any shares of record and beneficiallycapital stock of the Company or the Surviving Corporation pursuant to any Company Benefit Plan (as defined in Section 6.11). Except as set forth in the Disclosure Letter, directly there are no voting trusts or indirectly, by other agreements or understandings to which the Company, free and clear Company 13 18 or any of all mortgages, security interests, liens, claims, pledges, options, rights its Subsidiaries or any of first refusal, agreements, limitations on the Company's directors or such other officers is a party with respect to the voting of capital stock of the Company Subsidiary's voting rights, charges and other material encumbrances or any of any nature whatsoeverits Subsidiaries.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 (i) 300,000,000 shares of Company Common Stock, 7,000,000 Stock and (ii) 10,000,000 shares of Company Class A Common Preferred Stock, and 28,500,000 shares of preferred stock, par value $.01 1.00 per share (the "“Company Preferred Stock"”), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24July 1, 19982015, there were outstanding (i) 39,398,204 148,135,932 shares of Company Common Stock (none of which is subject to vesting conditions), (ii) no shares of Company Preferred Stock, (iii) Company Stock Options to purchase an aggregate of 853,717 shares of Company Common Stock (of which options to purchase an aggregate of 199,377 shares of Company Common Stock were issued exercisable and outstanding54,921 were incentive stock options), (iiiv) 2,348,497 2,527,536 shares of Company Common Stock were subject to outstanding Company RSU Awards, (v) 1,067,867 shares of Company Common Stock were subject to outstanding Company PSU Awards, determined assuming maximum performance levels were achieved, and (vi) 8,668,256 additional shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Company Stock Plans. Except as set forth in this Section 4.05(a) and for changes since July 1, 2015 resulting from (x) the exercise of Company Stock Options outstanding on such date or issued after such date, (y) the vesting and settlement of any Company RSU Awards and Company PSU Awards, (z) the issuance of Company Equity Awards, in each case as and to the extent permitted by Section 6.01 hereof, there are no issued, reserved for issuance or outstanding (i) shares of capital stock or other voting securities of, or other ownership interest in, the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities of, or other ownership interests in, the Company, (iii) 1,440,784 Options were granted and remained unexercised pursuant warrants, calls, options or other rights to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of acquire from the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise or other obligations of the Rights. All the outstanding shares of the Company's Company to issue, any capital stock are duly authorizedor other voting securities of, validly issuedor other ownership interests in, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stockstock or other voting securities of, or other ownership interests in, the Company, or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of the Company that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or other ownership interests in, the Company (the items in clauses (i) through (iv) being referred to collectively as the “Company Securities”). (b) All outstanding shares of capital stock of the Company have been been, and all shares that may be issued pursuant to any employee stock option or other compensation plan or arrangement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. No Subsidiary of the Company owns any shares of capital stock of the Company (other than any such shares of Company Common Stock issued upon exercise owned by Subsidiaries of the Options granted under the Option Plans Company in a fiduciary, representative or upon conversion other capacity on behalf of outstanding shares of Company Class A Common Stockother Persons, and no shares of Company Preferred Stock have been issuedwhether or not held in a separate account). Section 3.2(a4.05(b) of the Company Disclosure Schedule identifies (i) sets forth a true and complete list, as of July 1, 2015, of all outstanding Company Equity Awards, including with respect to each such equity award, the holders holder, date of each grant, vesting schedule, whether the award provides for accelerated vesting upon the consummation of the Optionstransactions contemplated by this Agreement, (ii) the whether subject to performance conditions, number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaidsuch award, upon issuance prior the amount of any accrued but unpaid dividend equivalent rights relating to such award and, for Company Stock Options, the Effective Time on the terms applicable exercise price, expiration date and conditions specified in the instruments pursuant to which they whether it is an incentive stock option. There are issuableno outstanding bonds, will be duly authorizeddebentures, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) notes or other indebtedness of the Company Disclosure Schedule having the right to vote (or upon conversion of outstanding shares of Company Class A Common Stockconvertible into, or as otherwise set forth in Section 3.2(aexchangeable for, securities having the right to vote) on any matters on which stockholders of the Company Disclosure Schedule, there may vote. There are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of Company Securities. Neither the Company or nor any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary its Subsidiaries is a party to any agreement with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company SubsidiarySecurities. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 30,100,000 shares, consisting of 30,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, Stock and 28,500,000 100,000 shares of preferred stock, par value $.01 0.01 per share (the "“Company Preferred Stock"”). At the close of business on June 25, of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24, 1998, 2008: (i) 39,398,204 19,826,098 shares of Company Common Stock were issued (of which 16,842,577 shares of Company Common Stock were outstanding and outstanding, 2,983,521 shares of Company Common Stock were held by the Company in treasury); (ii) 2,348,497 No shares of Company Preferred Stock were issued or outstanding; (iii) 2,500,000 shares of Company Common Stock were reserved for issuance upon exercise under the Company Stock Plans (of which 975,000 shares of Company Common Stock were subject to outstanding Options granted pursuant to under the Option Company Stock Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, ); and (iv) 1,908,554 7,000,000 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, the Five Star Note. (vb) 255,500 shares of Company Common Stock were All Shares have been duly authorized and validly issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for . (c) Included in Section 3.2 of the Company Disclosure Schedule is a correct and complete list, as of June 25, 2008, of all outstanding options or other rights to purchase or receive shares of Company Common Stock issuable upon granted under the Company Stock Plans or otherwise, including, without limitation, the Options, and, for each such option or other right, the number of shares of Company Common Stock subject thereto, the terms of vesting, the grant and expiration dates and exercise price thereof and the name of the Options described holder thereof. (d) Since January 1, 2008, other than as disclosed in Section 3.2(a3.2 of the Company Disclosure Schedule, the Company has not issued any shares of its capital stock, voting securities or equity interests, or any securities convertible into or exchangeable or exercisable for any shares of its capital stock, voting securities or equity interests, other than pursuant to the outstanding options and the Five Star Note, in each case, referred to above in this Section 3.2. (e) Except (i) as set forth above in this Section 3.2 or set forth in Section 3.2 of the Company Disclosure Schedule or upon conversion (ii) as otherwise expressly permitted by Section 5.1, Conduct of outstanding Business, hereof, as of the date of this Agreement, there are not, and as of the Effective Time there will not be, any shares of Company Class A Common Stockcapital stock, voting securities or as otherwise set forth in Section 3.2(a) equity interests of the Company Disclosure Scheduleissued and outstanding or any subscriptions, there are no (i) options, warrants, calls, subscriptions convertible or other exchangeable securities, rights, convertible securities, commitments or agreements or commitments of any character obligating providing for the Company or any Company Subsidiary to issue, transfer or sell issuance of any shares of capital stock stock, voting securities or other equity interest ininterests of the Company, including any representing the Company right to purchase or otherwise receive any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, Common Stock. (iif) outstanding contractual obligations or commitments of any character None of the Company or any Company Subsidiary to repurchaseof its Subsidiaries has issued or is bound by any outstanding subscriptions, redeem options, warrants, calls, convertible or otherwise acquire any capital stock of the Company exchangeable securities, rights, commitments or any Company Subsidiary, (iii) outstanding contractual obligations or commitments agreements of any character restricting providing for the transfer ofissuance or disposition of any shares of capital stock, voting securities or requiring the registration for sale of, equity interests of any capital stock Subsidiary of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company SubsidiaryCompany. Except as set forth in Section 3.2(a) 2.10 or Section 3.2 of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary of its Subsidiaries to provide funds torepurchase, redeem or make otherwise acquire any investment shares of capital stock, voting securities or equity interests (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any options, warrants or other person, other than guarantees by the Company of rights to acquire any indebtedness of any Company Subsidiary. (b) Each outstanding share shares of capital stock of each Company Subsidiary is duly authorizedstock, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(bvoting securities or equity interests) of the Company Disclosure Schedule, all or any of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoeverits Subsidiaries.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 shares of Company Common Stock, 7,000,000 shares of Company (i) 100,000,000 Class A Common StockShares, (ii) 100,000,000 Class B Shares, (iii) 50,000,000 Class C Shares and 28,500,000 (iv) 50,000,000 shares of preferred stock, par value $.01 0.01 per share (the "Company “Preferred Stock"”), of which 670,000 (x) 100,000 of such shares are designated as Series A Junior Participating Preferred Stock and have been reserved for issuance upon the exercise of the rights distributed to the holders of Class A Common Stock pursuant to the Company’s Amended and Restated Rights Agreement, dated as of August 8, 2002 (the “Rights Plan”), between the Company and Mellon Investor Services LLC, as Rights Agent, (y) 100,000 of such shares are designated as Series B Junior Participating Preferred Stock and have been reserved for issuance upon the exercise of the rights distributed to the holders of Class B Common Stock pursuant to the Rights Plan and (z) 50,000 of such shares are designated as Series C Junior Participating Preferred Stock (collectively, the “Junior Participating Preferred Stock”) and have been reserved for issuance upon the exercise of the rights (collectively with the rights issued to holders of Class A Common Stock and Class B Common Stock pursuant to the Rights Plan, the “Company Rights”) distributed to the holders of Class C Common Stock pursuant to the Rights Plan. As of August 24April 28, 19982005 (the “Capitalization Date”), (i) 39,398,204 29,525,199 shares of Company Common Stock were issued and outstanding, (ii) 2,348,497 shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and were issued free of preemptive rights, (viiii) there 19,422,379 shares of Class B Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and were issued free of preemptive rights, (iii) no shares of Company Preferred Class C Common Stock issued and were outstanding and (viiiiv) 670,000 no shares of Series A Junior Preferred Stock were outstanding. As of April 28, 2005, an aggregate of 5,019,656 Class A Shares were reserved for issuance upon or otherwise deliverable in connection with the grant of equity-based awards or the exercise of the Rights. All the outstanding shares of Options issued pursuant to the Company's capital stock are duly authorized’s 2005 Stock Incentive Plan, validly issued, fully paid, non-assessable 1997 Incentive Plan and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of 1987 Stock Incentive Plan (the “Company Common Stock issued upon exercise of Plans”) and the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issuedDeferred Compensation Plans. Section 3.2(a3.3(a) of the Company Disclosure Schedule identifies (i) the holders of each sets forth, as of the Optionsdate specified thereon, (ii) each equity-based award and Option outstanding under the Company Stock Plans or Deferred Compensation Plans, as applicable, the number of Options vested for each holdershares issuable thereunder and the vesting schedules, (iii) expiration date and exercise or conversion price relating thereto. From the Option Plan under which each Option was issuedclose of business on the Capitalization Date until the date of this Agreement, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All no shares of Company Common Stock subject to issuance as aforesaidor Preferred Stock have been issued, upon issuance prior except for Class A Shares issued pursuant to the Effective Time on exercise of Options in accordance with their terms (and the terms and conditions specified in the instruments pursuant issuance of Company Rights attached to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rightssuch Shares). Except for shares of Company Common Stock issuable upon exercise as set forth above, as of the Options described in Section 3.2(adate hereof: (A) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions outstanding options or other rights, convertible securities, agreements or commitments rights of any character obligating kind which obligate the Company or any Company Subsidiary of its subsidiaries to issue, transfer issue or sell deliver any shares of capital stock stock, voting securities or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character interests of the Company or any securities or obligations convertible into or exchangeable into or exercisable for any shares of capital stock, voting securities or other equity interests of the Company Subsidiary (collectively, “Company Securities”); (B) there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities; and (C) there are no other options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary of its subsidiaries is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiaryparty. (b) Each of the outstanding share shares of capital stock stock, voting securities or other equity interests of each Company Material Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of any preemptive rights. Except as disclosed in Section 3.2(b) , and all such securities are owned by the Company or another wholly-owned subsidiary of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary and are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's voting, dividend or such other Company Subsidiary's voting transfer rights, charges and other material encumbrances or any lien, pledge, charge, mortgage, encumbrance, adverse rights or claims or security interests of any nature whatsoeveror kind whatsoever (each, a “Lien”). There are no (i) outstanding options or other rights of any kind which obligate the Company or any of its subsidiaries to issue or deliver any shares of capital stock, voting securities or other equity interests of any Material Subsidiary or any securities or obligations convertible into or exchangeable into or exercisable for any shares of capital stock, voting securities or other equity interests of a Material Subsidiary, (ii) outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any securities or obligations convertible into or exchangeable into or exercisable for any shares of capital stock, voting securities or other equity interests of a Material Subsidiary; or (iii) other options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of any Material Subsidiary to which the Company or any of its Material Subsidiaries is a party. None of the subsidiaries of the Company owns any Shares. (c) As of the date of this Agreement, the only principal amount of outstanding indebtedness for borrowed money of the Company and its subsidiaries (not including intercompany amounts or operating or capital leases) is (i) $187,500,000 Class A Floating Rate Asset Backed Certificates, Series 2000-1, issued by the Neiman Marcus Group Credit Card Master Trust, (ii) $125,000,000 of the Company’s 6.65% Senior Notes Due 2008, and (iii) $125,000,000 of the Company’s 7.125% Senior Debentures Due 2028. As of the date of this Agreement, there are no outstanding amounts under (A) the Company’s $350,000,000 Credit Agreement, dated as of June 9, 2004, with certain lenders and agents named therein, (B) the Credit Agreement, dated as of November 2, 2001, between Gurwitch Products, L.L.C. and JPMorgan Chase Bank, as amended or (C) the agreement, dated as of January 6, 2003, between ▇▇▇▇ Spade LLC and HSBC Bank USA, as amended.

Capitalization. (a) As of the date hereof, the The authorized share capital stock of the Company consists of 120,000,000 (i) 100,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock, 7,000,000 shares of Company Class A Common Stock, ”) and 28,500,000 (ii) 15,000,000 shares of preferred stock, par value $.01 0.001 per share (the "Company “Preferred Stock"”), of which 670,000 shares are designated as Series A Junior Preferred Stock. . (b) As of August 24November 25, 1998, 2022 (the “Capitalization Date”): (i) 39,398,204 41,658,311 shares of Company Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive (or similar) rights; (ii) 2,348,497 no shares of Company Common Stock were held in the treasury of the Company; (iii) no shares of Company Common Stock were held by the Company Subsidiaries; (iv) no shares of Preferred Stock were issued and outstanding; (v) 6,323,914 shares of Company Common Stock were reserved for future issuance in connection with the Company Stock Plans (including 4,134,202 shares of Company Common Stock subject to outstanding Company Options (all of which vest solely on continuous service), 1,756,074 shares of Company Common Stock subject to outstanding Company RSUs (all of which vest solely on continuous service) and 433,638 shares of Company Common Stock subject to outstanding Company PSUs (assuming satisfaction of any market or performance conditions at maximum levels); (vi) 6,368,321 shares of Company Common Stock were reserved for issuance upon exercise in connection with the conversion of Options granted pursuant to the Option Plans, principal and accrued but unpaid interest of the Convertible Debentures; and (iiivii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 12,330,710 shares of Company Common Stock were reserved for issuance upon conversion in connection with the exercise of outstanding the Company Warrants. Except as set forth in this Section 3.03(b) and as set forth on Section 3.03(b) of the Company Disclosure Schedule, there are no options, warrants, calls, restricted shares, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued shares or other equity interests or capital stock of the Company Class A Common Stockor any Company Subsidiary or any securities convertible into or exchangeable or exercisable for any such shares, (v) 255,500 capital stock or other equity interests, or any other rights or instruments that are linked in any way to the price of the shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional or any shares of capital stock of any Company Subsidiary, the value of all or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) part of the Company Disclosure Schedule identifies or any Company Subsidiary (i) each, an “Equity Interest”), in each case, subject to vesting or obligating the holders of each of the OptionsCompany or any Company Subsidiary to issue, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by sell or grant any such holder and (v) the exercise price of each of the OptionsEquity Interests. All shares of Company Common Stock Shares subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and nonassessable and free of preemptive (or similar) rights. Except for . (c) The Company has previously provided a complete and correct list, as of the Capitalization Date, of (i) the number of shares of Company Common Stock issuable upon exercise subject to each outstanding Company Option (assuming satisfaction of any market or performance conditions at maximum levels), the name of the Options described in holder (to the extent not prohibited by applicable Law), the exercise price, the grant date, the exercise period and vesting schedule of each such Company Option and the Company Stock Plan pursuant to which the Company Option was granted, (ii) the number of shares of Company Common Stock subject to each outstanding Company RSU, the name of the holder (to the extent not prohibited by applicable Law), the grant date, the vesting schedule and settlement date and the Company Stock Plan pursuant to which such Company RSU was granted and (iii) each outstanding Company PSU (assuming satisfaction of any market or performance conditions at maximum levels), the name of the holder (to the extent not prohibited by applicable Law), the grant date, the vesting schedule, the threshold, target and maximum number of Company Common Stock that may be earned, the settlement date, the total amount of the unpaid portion of each Company PSU, and the Company Stock Plan pursuant to which such Company PSU was granted. (d) Section 3.2(a3.03(d) of the Company Disclosure Schedule or upon conversion sets forth a complete and accurate list that sets forth with respect to each Convertible Debenture outstanding, as of the Capitalization Date, of: (i) the name of the registered holder of each outstanding Convertible Debenture; (ii) the number of shares of Company Class A Common StockStock subject to such Convertible Debenture; (iii) the per share conversion price of such Convertible Debenture; and (iv) the date on which such Convertible Debenture was originally issued. The Company has made available to Parent true and complete copies of all agreements evidencing such Convertible Debentures. The Convertible Debentures have not been amended or supplemented since being made available to Parent, and there are no Contracts that provide for the amendment or as otherwise set forth in supplement of any such Convertible Debentures. (e) Section 3.2(a3.03(e) of the Company Disclosure ScheduleSchedule sets forth a complete and accurate list that sets forth with respect to each Company Warrant outstanding, as of the Capitalization Date the following information: (i) the name of the registered holder of each outstanding Company Warrant; (ii) the number of shares of Company Common Stock subject to such Company Warrant; (iii) the per share exercise price of such Company Warrant; (iv) the date on which such Company Warrant was originally issued; and (v) the date on which such Company Warrant expires. The Company has made available to Parent true and complete copies of all agreements evidencing such Company Warrants. The Company Warrants have not been amended or supplemented since being made available to Parent, and there are no Contracts that provide for the amendment or supplement of any such Company Warrant. (f) Except for the Existing Loan Agreement and the Convertible Debentures, there are no (i) optionsbonds, warrantsdebentures, calls, subscriptions notes or other indebtedness having general voting rights (or convertible into securities having such rights, convertible securities, agreements or commitments ) of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character member of the Company Group issued and outstanding or reserved for issuance. Except for the Convertible Debentures, there are no outstanding obligations under Contract or otherwise of any member of the Company Subsidiary Group to repurchase, redeem or otherwise acquire any capital stock Equity Interests of any member of the Company Group, or granting any Company Subsidiarypreemptive rights, (iii) outstanding contractual obligations subscription rights, anti-dilutive rights, rights of first refusal or commitments similar rights with respect to any Equity Interests of any character restricting the transfer of, or requiring the registration for sale of, any capital stock member of the Company Group, or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, to or make any investment (in the form of a loan, capital contribution or otherwise) inin any member of the Company Group. Except as disclosed on Section 3.03(f) of the Company Disclosure Schedule, none of the Company nor any other member of the Company Subsidiary Group is a party to any stockholders’ agreement, voting trust agreement or registration rights agreement relating to any Equity Interests of the Company or any other person, other than guarantees by member of the Company Group or any other Contract relating to disposition, voting or dividends with respect to any Equity Interests of the Company or of any indebtedness other member of any the Company SubsidiaryGroup. (bg) Each outstanding share of capital stock Equity Interest of each Company Subsidiary that is held, directly or indirectly, by the Company is duly authorized, validly issued, fully paid, paid and nonassessable and was issued free of preemptive (or similar) rights. Except as disclosed in Section 3.2(b) of , and each such share or interest is owned by the Company Disclosure Schedule, all of the outstanding shares of capital stock of each or another Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's ’s or such other any Company Subsidiary's ’s voting rights, charges and other material encumbrances Liens of any nature whatsoeverwhatsoever (other than Permitted Liens).

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common StockFifty Million (50,000,000) Shares, and 28,500,000 (ii) One Million (1,000,000) shares of preferred stock, par value $.01 0.0001 per share (the "Company Preferred Stock"), of which 670,000 shares are designated as Series A Junior Preferred Stock. . (b) As of August 24April 30, 1998, 2009: (i) 39,398,204 Eleven Million Sixty-Four Thousand One Hundred Forty-Two (11,064,142) Shares were issued and outstanding, all of which were validly issued, fully paid and non-assessable and were issued free of preemptive rights; (ii) an aggregate of Two Million Seven Hundred Twenty-Seven Thousand Seven Hundred Sixty-Four (2,727,764) Shares was reserved for issuance upon or otherwise deliverable in connection with the grant of equity-based awards or the exercise of outstanding Options issued pursuant to the Company Stock Plan; and (iii) no shares of Preferred Stock were outstanding. Since the close of business on April 30, 2009, until the date hereof, no options to purchase shares of Company Common Stock, Restricted Company Common Stock or Preferred Stock have been granted and no shares of Company Common Stock were or Preferred Stock have been issued, except for Shares issued and outstandingpursuant to the exercise of Options. Section 3.3(b) of the Company Schedule of Exceptions sets forth, as of the date specified thereon, each equity-based award (ii) 2,348,497 shares of including Restricted Company Common Stock were reserved for issuance upon or phantom rights) and Option outstanding under the Company Stock Plan, the number of Shares issuable thereunder and the expiration date and exercise or conversion price relating thereto. Unless disclosed on Section 3.3(b) of Options granted pursuant to the Company Schedule of Exceptions, no other equity-based award or Option Plansis outstanding under a Company Stock Plan or otherwise. (c) As of the date of this Agreement, except as set forth in clauses (iiia) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (ivb) 1,908,554 of this Section 3.3: (i) there are not outstanding or authorized any (A) shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury capital stock or other voting securities of the Company, (viB) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise securities of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (C) options or other rights to acquire from the Company, or any obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans stock or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) voting securities of the Company Disclosure Schedule identifies (i) the holders of each of the Optionscollectively, "Company Securities"); (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they there are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) no outstanding obligations of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, Securities; and (iii) outstanding contractual obligations there are no other options, calls, warrants or other rights, agreements, arrangements or commitments of any character restricting relating to the transfer of, issued or requiring the registration for sale of, any unissued capital stock or other voting securities of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiaryparty. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.

Capitalization. (a) As of the date hereof, the The authorized capital stock of Exegy as of the Company date of this Agreement consists of 120,000,000 (i) 26,246,376 shares of Company which 15,666,672 shares have been designated Common Stock, 7,000,000 ; and 10,579,704 shares of Company Class A Common Stock, and 28,500,000 shares of preferred stock, par value $.01 per share (the "Company have been designated Exegy Preferred Stock"), of which 670,000 3,333,328 shares are have been designated as Series A Junior Preferred Stock and 7,246,376 shares have been designated Series A-2 Preferred Stock. As of August 2422, 19982006, (iA) 39,398,204 2,000,000 shares of Company Exegy Common Stock were issued and outstanding, (iiB) 2,348,497 Stock Options to purchase an aggregate of 1,541,963 shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Exegy Common Stock were issued and outstanding (of which options to purchase an aggregate of 205,087 shares of Exegy Common Stock were exercisable), (C) no shares of Exegy Common Stock were held in its treasury, except as disclosed in the treasury of the CompanyExegy Financial Statements, (viD) 1,908,554 10,025,690 shares of Company Class A Common Exegy Preferred Stock were issued and outstanding, (viiE) there were no Stock Options to purchase an aggregate of -0- shares of Company Exegy Preferred Stock were issued and outstanding and (viii) 670,000 of which options to purchase an aggregate of -0- shares of Series A Junior Exegy Preferred Stock were reserved for issuance upon exercise of the Rightsexercisable). All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock of Exegy have been duly authorized and validly issued and are fully paid and nonassessable. All Stock Options outstanding as of the date hereof (including the name of the option holder, the date of grant, the exercise price and number of shares exercisable under such options) are set forth on Section 6.7 of the Exegy Disclosure Schedule. (b) As of the date hereof, except (i) as set forth in this Section 6.7, and (ii) for changes since December 31, 2005, resulting from the exercise of stock options outstanding on such date, there are no outstanding (x) shares of capital stock or other voting securities of Exegy, (y) securities of Exegy convertible into or exchangeable for shares of capital stock or voting securities of Exegy, or (z) options or other rights to acquire from Exegy, and no obligation of Exegy to issue, any capital stock, voting securities or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest invoting securities of Exegy (the items in clauses (x), (y) and (z) being referred to collectively as the Company “Exegy Securities”). There are no outstanding obligations of Exegy or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Exegy Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company SubsidiaryExegy Securities. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or any Company Subsidiary Exegy to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other personPerson. As of the date hereof, other than guarantees by as specifically provided in the Company Articles of Incorporation of Exegy, there are no stockholder agreements, voting trusts or other agreements or understandings to which Exegy is a party, or of which Exegy is aware, relating to voting, registration or disposition of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoeverExegy.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 100,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, and 28,500,000 5,000,000 shares of preferred stock, par value value, $.01 .001 per share (the "Company Preferred Stock"), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24September 30, 19982003, (i) 39,398,204 50,140,921 shares of Company Common Stock were are issued and outstanding, ; (ii) 2,348,497 4,505,866 shares of Company Common Stock were are reserved for issuance upon exercise of Options options granted pursuant to the Option Plans, Company's 1993 Equity Incentive Plan (the "1993 Plan"); (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 473,330 shares of Company Common Stock were are reserved for issuance upon conversion exercise of outstanding options granted pursuant to the Company's 1995 Non-Employee Director's Stock Option Plan (the "Directors Plan"); (iv) 14,767,653 shares of the Company Class A Common Stock, Stock are reserved for issuance upon exercise of options granted pursuant to the Company's 1996 Non-Officer Equity Incentive Plan (the "1996 Plan"); (v) 255,500 31,136 shares of the Company Common Stock are reserved for issuance upon exercise of options granted pursuant to the Company's 1996 Relevance Technologies Inc. Stock Plan (the "Relevance Plan"); (vi) 799,526 shares of Company Common Stock were are reserved for issuance upon exercise of options granted pursuant to the Company's 1996 eRoom Technology, Inc. Stock Plan (the "eRoom Plan"); (vii) 2,419,148 shares of Company Common Stock are reserved for issuance upon exercise of options granted pursuant to the Company's Employee Stock Purchase Plan (the "ESPP" and, together with the 1993 Plan, the 1995 Plan, the 1996 Plan, the Relevance Plan and the eRoom Plan, the "Company Stock Plans"); (viii) no shares of Company Common Stock are issued and held in the treasury of the Company, ; and (viix) 1,908,554 no shares of Company Class A Common Preferred Stock were are issued and outstanding. Between June 30, 2003 and the date of this Agreement, the Company has not issued any securities (viiincluding derivative securities) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved except for issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted stock options outstanding or purchase rights under the Option Plans or upon conversion ESPP prior to June 30, 2003. (b) Section 3.3(b) of the Disclosure Schedule sets forth a true, complete and correct list of all persons who, as of October 9, 2003 held outstanding options to purchase shares of Company Class A Common Stock, and no shares of Stock (the "Company Preferred Stock have been issued. Section 3.2(aOptions") of under the Company Disclosure Schedule identifies (i) Stock Plans other than the holders of ESPP, indicating, with respect to each of the OptionsCompany Stock Option then outstanding, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaidsuch Company Stock Option, upon issuance prior the relationship of the holder of such Company Stock Option to the Effective Time on Company, and the terms exercise price, date of grant, vesting schedule and conditions specified in expiration date thereof, including the instruments pursuant extent to which they are issuable, any vesting had occurred as of the date of this Agreement and whether (and to what extent) the vesting of such Company Stock Option will be duly authorizedaccelerated in any way by the consummation of the transactions contemplated by this Agreement or by the termination of employment or engagement or change in position of any holder thereof following or in connection with the consummation of the Merger. The Company has made available to Parent true, validly issued, fully paid, nonassessable complete and free correct copies of preemptive rightsall Company Stock Plans and the forms of all stock option agreements evidencing outstanding Company Stock Options. Except for shares No consent of any holder of Company Common Stock issuable upon exercise Options is required in connection with the assumption thereof by Parent in accordance with the provisions of the Options Section 6.10. (c) Except as described in Section 3.2(a3.3(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, this Agreement or as otherwise set forth in Section 3.2(a3.3(b) of the Disclosure Schedule, no capital stock of the Company or any of its Subsidiaries or any security convertible or exchangeable into or exercisable for such capital stock, is issued, reserved for issuance or outstanding as of the date of this Agreement. Except as described in Section 3.3(a) of this Agreement or as set forth in Section 3.3(b) of the Disclosure Schedule, there are no (i) options, preemptive rights, warrants, calls, subscriptions or other rights, convertible securitiescommitments, agreements agreements, arrangements or commitments understandings of any character kind to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound, obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer deliver or sell sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or accelerate the vesting of or enter into any such option, warrant, call, right, commitment, agreement, arrangement or understanding. There are no stockholder agreements, voting trusts, proxies or other similar agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any of its Subsidiaries. There are no rights or obligations, contingent or otherwise (including rights of first refusal in favor of the Company), of the Company Subsidiary or any of its Subsidiaries, to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations of its Subsidiaries or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, to or make any investment (in the form of a loan, capital contribution or otherwise) in, in any Company such Subsidiary or any other personentity. There are no registration rights or other agreements, other than guarantees by arrangements or understandings to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to any shares of Company Common Stock or shares of capital stock of any indebtedness of any Company such Subsidiary. (bd) Each All outstanding share shares of the Company's capital stock are, and all shares of each Company Subsidiary is Common Stock reserved for issuance as specified above shall be, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, duly authorized, validly issued, fully paid, paid and nonassessable and free not subject to or issued in violation of preemptive rights. Except as disclosed in Section 3.2(b) any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of the GCL, the Company Disclosure ScheduleCharter or the Company By-Laws or any agreement to which the Company is a party or otherwise bound. None of the outstanding shares of the Company's capital stock have been issued in violation of any federal or state securities laws. No material change in the Company's capitalization has occurred since December 31, all 2002. All of the outstanding shares of capital stock of each Company Subsidiary of the Company's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares (other than directors' qualifying shares in the case of foreign Subsidiaries) are owned of record and beneficially, directly or indirectly, by the Company, Company or a Subsidiary of the Company free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's in voting rights, charges and or other material encumbrances of any nature whatsoeverwhatsoever (collectively, "Liens"). There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of the Company or any of its Subsidiaries. (e) The Company Common Stock constitutes the only class of securities of the Company or its Subsidiaries registered or required to be registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 shares of Company Common Stock, 7,000,000 (i) 186,999,000 shares of Company Class A Common Stock, (ii) 13,000,000 shares of Company Class B-1 Common Stock, (iii) 1,000 shares of Company Class B-2 Common Stock and 28,500,000 (iv) 5,000,000 shares of preferred stock, par value $.01 0.01 per share (the "Company Preferred Stock"), of which 670,000 65,854 shares are have been designated as Series A Junior A-1 11% preferred stock (the "Company Series A-1 Preferred Stock"), 125,000 shares have been designated as Series A-2 11% preferred stock (the "Company Series A-2 Preferred Stock") and 84,146 shares have been designated as Series B convertible preferred stock (the "Company Series B Preferred Stock"). As of the close of business on August 2428, 19982003, (iA) 39,398,204 shares of Company Common Stock were issued and outstanding, (ii) 2,348,497 shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding 79,155,226 shares of Company Class A Common Stock, 12,913,334 shares of Company Class B-1 Common Stock and 200 shares of Company Class B-2 Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights (vexcept for preemptive rights relating to the Company Class B-1 Common Stock and the Company Class B-2 Common Stock as provided in the Company Certificate of Incorporation), (B) 255,500 5,322,028 shares of Company Common Stock were issued and held in the treasury of the Company, (viC) 1,908,554 13,003,675 shares of Company Class A Common Stock were subject to Company Options issued pursuant to the Company Stock Option Plans and outstanding4,336,742 shares of Company Common Stock were authorized and reserved for future issuance pursuant to the Company Stock Option Plans, the Purchase Plan and the Company Warrants, (viiD) there were no shares of Company Preferred Stock were issued and outstanding and (viiiE) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any 760,144 shares of Company Common Stock issued upon exercise were subject to Company Warrants. No bonds, debentures, notes or other indebtedness of the Options granted under Company having a right to vote on any matters on which the Option Plans or upon conversion holders of outstanding shares capital stock of the Company Class A Common Stock, may vote (the "Company Voting Debt") are issued and no shares of Company Preferred Stock have been issuedoutstanding. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders Letter sets forth a true and complete list, as of each August 29, 2003, of the Options, (ii) the number of outstanding Company Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) with the exercise price of each prices thereof. Except as set forth above or in Section 3.2(a) of the OptionsCompany Disclosure Letter, there are no options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by the Company or any Company Subsidiary relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable paid and free of preemptive rightsnonassessable. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure ScheduleLetter, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock shares of the Company Common Stock or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts to pay any dividend or similar agreements to which the Company make any other distribution in respect thereof or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiary. (b) Each Exhibit 21.1 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2003 includes all the subsidiaries of the Company which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC) (the "Company Subsidiaries"). All the outstanding share shares of capital stock of of, or other equity interests in, each such Company Subsidiary is have been duly authorized, authorized and validly issued, issued and are fully paid, paid and nonassessable and free of preemptive rights. Except are, except as disclosed set forth in Section 3.2(b) of the Company Disclosure ScheduleLetter, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, indirectly by the Company, free and clear of all mortgagespledges, security interestsclaims, liens, claimscharges, pledgesencumbrances and security interests of any kind or nature whatsoever (collectively, options"Liens"), rights other than statutory Liens for Taxes not yet due and payable and Liens set forth in Section 3.2(b) of first refusalthe Company Disclosure Letter, agreements, limitations and free of any other restriction (including any restriction on the Company's right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in Section 3.2(b) of the Company Subsidiary's voting rightsDisclosure Letter, charges as of the date of this Agreement, neither the Company nor any of the Company Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than the Company Subsidiaries) that is or would reasonably be expected to be material to the Company and other material encumbrances of any nature whatsoeverthe Company Subsidiaries, taken as a whole.

Capitalization. (a) As of the date hereof, the authorized capital stock of the Company consists of 120,000,000 800,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, Stock and 28,500,000 10,000,000 shares of preferred stock, par value $.01 .10 per share (the "Company Preferred Stock"), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24January 31, 19981997, (i) 39,398,204 63,795,517 shares of Company Common Stock were issued and outstanding, (ii) 2,348,497 5,262,600 shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plansconversion of the Company Convertible Notes, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock issuable pursuant to the Rights Agreement were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stockin connection with the Rights, (viv) 255,500 no shares of Company Common Stock were issued and held in the treasury of the Company, and (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (viiv) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 outstanding. Since January 31, 1997, no additional 20 shares of Series A Junior Preferred capital stock have been issued except shares of Company Common Stock were reserved for issuance and options therefor issued pursuant to the Company's stock option and employee stock purchase plans, pension plans and other similar employee benefit plans (the "Company Stock Plans"), which, upon exercise of all such options as of such date (whether or not vested), would not exceed 7,545,000 shares of Company Common Stock in the Rightsaggregate. Since January 31, 1997, the Company has issued only options to acquire 1,474,100 shares of Company Common Stock. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance Except as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described disclosed in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Letter and, except for the Company Class A Common StockConvertible Notes, or the Company Stock Plans and the Rights Agreement, as otherwise set forth in Section 3.2(a) of the Company Disclosure Scheduledate hereof, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock its Subsidiaries of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (viii) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company SubsidiaryCompany. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure ScheduleLetter, all of the outstanding shares of capital stock (or equivalent equity interests of entities other than corporations) of each Company Subsidiary of the Company's Subsidiaries are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.

Capitalization. (a) As of the date hereof, the The authorized capital -------------- stock of the Company RHCI consists of 120,000,000 20,000,000 shares of Company RHCI Common Stock, 7,000,000 800,000 shares of Company Class A Common Preferred Stock, and 28,500,000 shares of preferred stock, $1.00 par value $.01 per share (the "Company Class A Preferred Stock"), and 1,000,000 shares of Class B Preferred Stock, $1.00 par value per share, of which 670,000 333,333 shares are have been designated as Series A Junior Class B Preferred Stock, Series 1987, $1.00 par value per share (the "Class B Preferred Stock, Series 1987") and 152,321 shares have been designated as the Class B Preferred Stock, Series C, $1.00 par value per share (the "Series C Preferred Stock"). As of August 24September 15, 19981996, (i) 39,398,204 shares of Company Common Stock there were issued and outstanding, (ii) 2,348,497 shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 8,306,726 shares of Company RHCI Common Stock were issued (with attached common share purchase rights (the "Rights") in accordance with RHCI's Stockholder Rights Plan (the "Rights Plan") evidenced by the Rights Agreement dated August 1, 1995, as amended, between RHCI and held in the treasury First Union of the CompanyNorth Carolina), (viw) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Class A Preferred Stock issued and outstanding and or Class B Preferred Stock, Series 1987, (viiix) 670,000 142,486 shares of Series A Junior C Preferred Stock (which such shares were reserved for issuance upon exercise then convertible into 1,424,860 shares of RHCI Common Stock) (with attached Rights in accordance with the RightsRights Plan), (y) employee and other stock options to purchase an aggregate of 1,967,411 shares of RHCI Common Stock and (z) warrants to purchase an aggregate of 908,588 shares of RHCI Common Stock. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, of RHCI have been duly authorized and validly issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder are fully paid and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed set forth in Section 3.2(b) this Section, and except for changes since September 15, 1996 resulting from the exercise of employee stock options or other obligations to issue shares of RHCI Common Stock referred to above outstanding on such date, there are outstanding as of the Company Disclosure Schedule, all of the outstanding date hereof (i) no shares of capital stock or other voting securities of each Company Subsidiary are owned RHCI, (ii) no securities of record RHCI convertible into or exchangeable for shares of capital stock or voting securities of RHCI, and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, (iii) no options, warrants or other rights to acquire from RHCI, and, no obligation of first refusalRHCI to issue, agreementsany capital stock, limitations on voting securities or securities convertible into or exchangeable for capital stock or voting securities of RHCI (the Companyitems in clauses (i), (ii) and (iii) being referred to collectively as the "RHCI Securities"). There are no outstanding obligations of RHCI or any of its Subsidiaries to repurchase, redeem or otherwise acquire any RHCI Securities. The shares of RHCI Common Stock and the shares of RHCI Series 1996 Preferred Stock to be exchanged for Shares and Company Preferred Shares, respectively, in the Merger have been duly authorized, except for any required approval by RHCI's stockholders of the issuance of RHCI Common Stock and RHCI Series 1996 Preferred Stock in connection with the Merger, and when issued and delivered in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable and the issuance thereof is not subject to any preemptive or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoeversimilar right. The transactions contemplated hereby will not by themselves result in the Rights under the Rights Plan becoming exercisable.

Capitalization. (a) As of the date hereofNovember10, 2000, the authorized capital stock of the Company consists of 120,000,000 shares of 20,000,000 Company Common Stock, 7,000,000 shares of Company Class A Common StockShares, and 28,500,000 500,000 shares of preferred stock, $0.01 par value $.01 per share (the "Company Preferred Stock"), of which 670,000 100,000 shares are designated as shares of Series A Junior Participating Preferred Stock, $0.01 par value per share ("Company Preferred Shares"). As of August 24November10, 19982000, (ia) 39,398,204 shares of 6,491,823 Company Common Stock Shares were issued and outstanding, (iib) 2,348,497 shares 6,491,823 Rights issued pursuant to the Rights Agreement were outstanding, (c) Company Options to purchase an aggregate of 1,755,486 Company Common Shares were outstanding, all of which were granted under the 1992 Equity Incentive Plan, 1994 Directors Stock Option Plan and 1998 Employee and Consultant Non-Qualified Stock Option Plan (collectively, the "Stock Option Plans"), 1,755,486 Company Common Shares were reserved for issuance upon the exercise of Options granted pursuant to the Option Plansoutstanding Company Options, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of 1,206,159 Company Common Shares were reserved for future grants under the Stock Option Plans and 100,000 Company Preferred Shares were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stockunder the Rights Agreement, (vd) 255,500 shares of 1,937,776 Company Common Stock Shares were issued and held by the Company in the treasury of the Companyits treasury, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viiie) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock of the Company were held by the Company's Subsidiaries. Except for the Rights, the Company has no outstanding bonds, debentures, notes or securities other obligations entitling the holders thereof to vote (or which are convertible into or exchangeable exercisable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of securities having the Options granted under right to vote) with the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) shareholders of the Company Disclosure Schedule identifies on any matter. Since November 10, 2000, the Company (i) has not issued any Company Common Shares other than upon the holders exercise of each of the Company Options, (ii) has granted no Company Options to purchase Company Common Shares under the number of Options vested for each holderStock Option Plans or otherwise, and (iii) the Option Plan under which each Option was issuedhas not split, (iv) the number combined or reclassified any of Options held by such holder and (v) the exercise price its shares of each of the Optionscapital stock. All shares of issued and outstanding Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they Shares are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure ScheduleRights, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or voting securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, no existing options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.,

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 150,000,000 shares of Company common stock, par value $0.0001 per share (“Common Stock, 7,000,000 shares of Company Class A Common Stock”), and 28,500,000 10,000,000 shares of preferred stock, par value $.01 0.0001 per share (the "Company “Preferred Stock"”). At the close of business on December 21, 2017 (the “Measurement Date”), (a) 67,591,938 shares of which 670,000 Common Stock were issued and 67,588,990 shares are designated as Series A Junior Preferred Stock. As of August 24, 1998Common Stock were outstanding, (ib) 39,398,204 no shares of Company Common Preferred Stock were issued and outstanding, (iic) 2,348,497 an aggregate of 2,948 shares of Common Stock were held by the Company in its treasury, (d) an aggregate of 5,701,819 shares of Common Stock were reserved for issuance upon exercise of Options granted pursuant to outstanding awards and rights under the Option Company Stock Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 of which 5,470,299 shares of Common Stock were underlying outstanding and unexercised Company Options and 231,520 shares of Common Stock were underlying unvested Restricted Stock Units and (e) an aggregate of 98,698 shares of Common Stock were reserved for issuance upon conversion pursuant to outstanding Company Warrants. Except for changes since the close of outstanding business on the Measurement Date resulting from the exercise of Company Options, the vesting of Restricted Stock Units or the exercise of the Company Warrants, from the Measurement Date until the date hereof, the Company has not issued any shares of Company Class A Common Stockits capital stock, (v) 255,500 has not granted any options, restricted stock, restricted stock units, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of Company its capital stock, or granted any other awards in respect of any shares of its capital stock and has not split, combined or reclassified any of its shares of capital stock. All of the outstanding Shares have been, and all shares of Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of as noted in (d) and (e) above will be, when issued in accordance with the Rights. All the outstanding shares of the Company's capital stock are terms thereof, duly authorized, authorized and validly issued, fully paid, non-assessable paid and nonassessable and free of preemptive rights. Since August 24. (b) Section 3.02 of the Disclosure Letter contains a true, 1998correct and complete list, as of the close of business of the Measurement Date, of (i) the name of each holder of Company Options and Restricted Stock Units, the type and number of outstanding Company Options and Restricted Stock Units held by such holder, the grant date of each such Company Option and Restricted Stock Unit, the number of Shares such holder is entitled to receive upon the exercise of each Company Option and the corresponding exercise price, the expiration date of each Company Option and the name of the Company Stock Plan pursuant to which each such Company Option or Restricted Stock Unit was granted, and (ii) the name of each holder of Company Warrants, the number of Shares such holder is entitled to receive upon the exercise of each Company Warrant and the corresponding exercise price and the expiration date of each Company Warrant. (c) Except for the Company Options, the Restricted Stock Units and the Company Warrants, there are, as of the Measurement Date, no additional outstanding (w) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (x) options, warrants, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for such capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (y) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, have been issued voting securities or other than any shares of ownership interests in the Company Common Stock issued upon exercise (the items in clauses (w), (x) and (y), together with the capital stock of the Options granted under Company, being referred to collectively as “Company Securities”) or (z) obligations by the Option Plans Company to make any payments based on the price or upon conversion value of the Shares. There are, as of the Measurement Date, no outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) obligations of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchasepurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) Securities. There are no voting trusts or similar other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company. All outstanding securities of the Company or any have been offered and issued in all material respects in compliance with the Securities Act of 1933, as amended (the “Securities Act”). The exercise price of each Company SubsidiaryOption is not less than the fair market value of a Share on the date of grant of such Company Option. No Company Option provides for the deferral of compensation within the meaning of Section 409A of the Code. Except as set forth in on Section 3.2(a) 3.02 of the Company Disclosure ScheduleLetter, there are no outstanding contractual obligations of the Company or any Company Subsidiary authorized equity-based compensation awards with respect to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.

Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of 120,000,000 shares of 15,000,000 Company Common Stock, 7,000,000 shares of Company Class A Common StockShares, and 28,500,000 no shares of preferred stock, par value $.01 per share (the "Company Preferred Stock"), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24October 2, 19982000, (ia) 39,398,204 5,128,740 Company Common Shares were outstanding, (b) 5,128,740 rights to purchase Company Common Shares ("Rights") issued pursuant to the Company's Rights Agreement were outstanding, (c) Company Options to purchase an aggregate of 785,235 shares of Company Common Stock were issued and outstanding, (ii) 2,348,497 shares all of which were granted under the Stock Option Plan, 785,235 Company Common Stock Shares were reserved for issuance upon the exercise of Options granted pursuant to the Option Plansoutstanding Company Options, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of 123,245 Company Common Shares were reserved for future grants under the Stock Option Plan and 5,128,740 Company Common Shares were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of under the Company's capital stock are duly authorizedRights Agreement, validly issued(d) 1,885,901 Company Common Shares were held by the Company in its treasury, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, (e) no additional shares of capital stock of the Company were held by the Company's Subsidiaries. Except for the Rights, the Company has no outstanding bonds, debentures, notes or securities other obligations entitling the holders thereof to vote (or which are convertible into or exchangeable exercisable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of securities having the Options granted under right to vote) with the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) stockholders of the Company Disclosure Schedule identifies on any matter. Since June 30, 2000, the Company (i) has not issued any Company Common Shares other than upon the holders exercise of each of the Company Options, (ii) has granted no Company Options to purchase Company Common Shares under the number of Options vested for each holderStock Option Plan or otherwise, and (iii) the Option Plan under which each Option was issuedhas not split, (iv) the number combined or reclassified any of Options held by such holder and (v) the exercise price its shares of each of the Optionscapital stock. All shares of issued and outstanding Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they Shares are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure ScheduleRights, there are no (i) other shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions subscriptions, convertible securities, or other rights, convertible securities, agreements or commitments of any character obligating which obligate the Company or any Company Subsidiary of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or other equity interest interests in, the Company or any of its Subsidiaries and there are no stock appreciation rights or limited stock appreciation rights outstanding other than those attached to such Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) Options. There are no outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company and there are no performance awards outstanding under the Stock Option Plan or any Company Subsidiaryother outstanding stock related awards. After the Effective Time, (iii) outstanding contractual obligations the Surviving Corporation will have no obligation to issue, transfer or commitments sell any shares of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company Company, the Parent or the Surviving Corporation pursuant to any Company SubsidiaryBenefit Plan, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of including the Company or any Company Subsidiary or (v) Stock Option Plan. There are no voting trusts or similar other agreements or understandings to which the Company or any Company Subsidiary of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of its Subsidiaries. No Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of Common Shares have been repurchased by the Company or any Company Subsidiary to provide funds toof its Subsidiaries since June 30, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiary2000. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all mortgages, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other material encumbrances of any nature whatsoever.