Common use of Capital Stock and Related Matters Clause in Contracts

Capital Stock and Related Matters. (i) As of the Closing (as such term is defined in the Merger Agreement), the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (ia) As of the Closing (and immediately thereafter, the authorized capital stock of the Company shall consist of 10,000 shares which will be designated as such term is defined in Preferred Stock and 108,150 shares of Common Stock, of which 77,350 shares shall be designated as Class A Common Stock, 15,500 shares shall be designated Class B Common Stock, 7650 shares shall be designated as Class C Common Stock and 7650 shares shall be designated as Class D Common Stock. As of the Merger Agreement)Closing, the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in Purchase Agreements, the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Agreement and the Company’s 's Certificate of Incorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), Agreement and the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationAgreements. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (iib) There are no statutory or, to the best of the Company’s knowledge, or contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Common Stock hereunder, except as expressly contemplated provided herein and in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Common Stock hereunder pursuant to this Agreement do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration AgreementAct.

Capital Stock and Related Matters. (i) As of the Closing (and immediately thereafter, the authorized capital stock of the Company shall consist of 10,000 shares which will be designated as such term is defined in Preferred Stock and 108,150 shares of Common Stock, of which 77,350 shares shall be designated as Class A Common Stock, 15,500 shares shall be designated Class B Common Stock, 7650 shares shall be designated as Class C Common Stock and 7650 shares shall be designated as Class D Common Stock. As of the Merger Agreement)Closing, the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in Senior Management Agreements, the Stockholders Agreement)Other Executive Stock Agreements, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Agreement and the Company’s Certificate 's Articles of Incorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in Senior Management Agreements, the Other Executive Stock Agreements, the Purchase Agreement and the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, or contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Common Stock hereunder, except as expressly contemplated provided herein and in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Common Stock hereunder pursuant to this Agreement do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration AgreementAct.

Capital Stock and Related Matters. (i) As of immediately prior to the Closing (as such term is defined in the Merger Agreement)Effective Time, the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation featuresfeatures (except for 2 shares of Common Stock owned by the Sponsors, which shall be cancelled at the Effective Time), nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Rollover Agreements (as such term is defined in the Stockholders Agreement), the Purchase Subscription Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Agreement and the Company’s Certificate certificate of Incorporationincorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement)Rollover Agreements, the Purchase Subscription Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Agreement and the Company’s Certificate certificate of Incorporationincorporation. As of the Closing, all of the outstanding shares of the Company’s capital stock (including the Rollover Shares) shall be duly authorized, validly issued, fully paid and nonassessable, and the Rollover Shares shall be free and clear of any Encumbrances (except as set forth in the Stockholders Agreement and the Registration Rights Agreement). (ii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders stockholders’ preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock Shares hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Subscription Agreement. Based in part on the investment representations of the Investor Sponsors in Section 4 2 of the Purchase Subscription Agreement and of the Exchanger Investor in Section 1(c1(b) hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock Shares hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement)Rollover Agreements, the Stockholders Agreement, the Purchase Subscription Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Rights Agreement.

Capital Stock and Related Matters. (i) As At the time of the Closing and after giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Company will consist of (a) 500,000,000 shares of Common Stock, of which approximately 71,500,000 shares will be outstanding, (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding and (d) 4,600,000 shares of preferred stock, undesignated as such term to terms, none of which are outstanding. The Company is defined in obligated to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Merger Agreement)Stock are hereinafter collectively referred to as "Capital Stock". All of the outstanding shares of Capital Stock are, and at the Closing will be, validly issued and outstanding, fully paid and non-assessable. Except as set forth above and on Exhibit E, the Company shall not have has no outstanding any stock or securities convertible into or exchangeable for any shares of its capital stock Capital Stock, or containing any profit participation features, nor shall it have outstanding any rights (either preemptive or options other) to subscribe for or to purchase, or any outstanding options for the purchase its capital stock of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and Capital Stock of the Company’s Certificate of Incorporation. As of the ClosingExcept as set forth on Exhibit E, the Company shall is not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock Capital Stock or any warrantsconvertible securities, rights or options or other rights to acquire its capital stock, except pursuant to this Agreement, of the other Exchange Agreements (as such term is defined type described in the Stockholders Agreement)preceding sentence. Neither the Company nor any of its Subsidiaries is a party to, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate transfer of Incorporation. As of the Closing, all of the outstanding any shares of the Company’s capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to 's Capital Stock which would affect the best transferability of the Company’s knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance Common Stock issuable upon conversion of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration AgreementStock.

Capital Stock and Related Matters. (i) As of immediately prior to the Closing (as such term is defined in the Merger Agreement)Effective Time, the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation featuresfeatures (except for 2 shares of Common Stock owned by the Sponsors, which shall be cancelled at the Effective Time), nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Rollover Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Agreement and the Company’s Certificate certificate of Incorporationincorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement)Rollover Agreements, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Agreement and the Company’s Certificate certificate of Incorporationincorporation. As of the Closing, all of the outstanding shares of the Company’s capital stock (including the Rollover Shares) shall be duly authorized, validly issued, fully paid and nonassessable, and the Rollover Shares shall be free and clear of any Encumbrances (except as set forth in the Stockholders Agreement and the Registration Rights Agreement). As of immediately after the Effective Time, the capitalization of the Company shall be as set forth on Exhibit F hereto. (ii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders stockholders’ preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock Shares hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor Sponsors in Section 4 2 of the Purchase Agreement and of the Exchanger Investor in Section 1(c1(b) hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock Shares hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement)Rollover Agreements, the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Rights Agreement.

Capital Stock and Related Matters. (i) As of the Closing (as date hereof, the authorized capital stock of the Company consists of 4,000 shares of Company Common Stock, of which 2,010 shares are issued and outstanding. The issued and outstanding capital stock of the Company consists exclusively of the Shares and, upon the consummation of the Stock Purchase, the Buyer will own all of the issued and outstanding capital stock of the Company. Schedule 3.5 sets forth the names of the beneficial and record owners of the Company Common Stock and the number of shares held by each such term is defined owner. The Seller has good and marketable title, free and clear of any Liens, to all of the Company Common Stock set forth on Schedule 3.5. The sale and transfer of the Shares by the Seller to the Buyer will vest title to the Shares in the Merger AgreementBuyer free and clear of any Liens, limitations or restrictions of any nature whatsoever (other than restrictions under applicable securities laws and other than Liens on the Shares granted by the Buyer to third parties on or after the Closing Date). The Company Common Stock has been duly authorized and validly issued and is fully paid and nonassessable. Except as set forth above or on Schedule 3.5, no shares of Company Common Stock are outstanding; the Company shall does not have outstanding any stock or securities convertible into or exchangeable for any shares of its capital stock or containing any profit participation featuresstock, nor shall it have outstanding any rights or options to subscribe for or to purchase its or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock stock, or any stock or securities convertible into or exchangeable for its any capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) stock; and the Company’s Certificate of Incorporation. As of the Closing, the Company shall is not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire retire, or to register under the Securities Act, any shares of its capital stock or stock. The Company does not have outstanding any warrantsbonds, options debentures, notes or other rights obligations the holders of which have the right to acquire its capital stock, except pursuant vote (or convertible into or exercisable for securities having the right to this Agreement, vote) with the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As stockholders of the ClosingCompany on any matter. There are no capital appreciation rights, all of the outstanding shares phantom stock plans, securities with participation rights or features or similar obligations and commitments of the Company’s capital stock shall be validly issued, fully paid and nonassessable. (ii) . There are no statutory orvoting trusts, stockholder agreements, proxies or other similar agreements or understandings to which the best of the Company’s knowledge, contractual stockholders preemptive rights Seller or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company has not violated any applicable federal is a party or state securities laws in connection with by which the offer, sale Seller or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders Company is bound with respect to the voting or transfer of the Company’s capital stock Shares and there are no contractual obligations or with respect to commitments of any other aspect of character restricting the Company’s affairstransfer of, except or requiring the registration for this Agreementsale of, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration AgreementShares.

Capital Stock and Related Matters. (i) The attached Capitalization Schedule accurately sets forth the following information with respect to the Company's capitalization as of the Closing and immediately thereafter: (1) the authorized capital stock of the Company, (2) the number of shares of each class of capital stock issued and outstanding, (3) the number of shares of each class of capital stock reserved for issuance upon exercise of options, warrants (including the Warrants), convertible securities, etc., (4) the name of each holder of capital stock and the amount of stock owned by each such holder and (5) with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the number of shares covered, the exercise price and the expiration date. As of the Closing (as such term is defined in the Merger Agreement)Closing, neither the Company nor any of its Subsidiaries shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to plans, except for the Warrants and except as contemplated by this Agreement, set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationCapitalization Schedule. As of the Closing, neither the Company nor any of its Subsidiaries shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule and except pursuant to this Agreementthe Warrants, the other Exchange Agreements (as such term is defined in Equityholders Agreement and the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable and the Common Stock issuable upon exercise of the Warrants will, when issued, be duly authorized and validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s each Security Party's knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in Securities hereunder or the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations issuance of the Investor in Section 4 Common Stock upon exercise of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Warrants. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Securities hereunder and the issuance of the Common Stock hereunder do not and will upon exercise of the Warrants does not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s 's knowledge, there are no agreements between the Company’s 's stockholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in Equityholders Agreement and the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (i) As The attached Capitalization Schedule accurately sets forth the following information with respect to the Company's capitalization as of the Closing date hereof and immediately thereafter: (as 1) the authorized capital stock of the Company, (2) the number of shares of each class of capital stock issued and outstanding, (3) the number of shares of each class of capital stock reserved for issuance upon exercise of options, warrants, convertible securities or other rights to acquire the Company's capital stock, (4) the name of each holder of capital stock and the amount of stock owned by each such term is defined in holder and (5) with respect to all outstanding options, warrants and rights to acquire the Merger Agreement)Company's capital stock: the holder, the number of shares covered, the exercise price or conversion price, the vesting schedule and the expiration date, and all of the agreements or understandings entered into by the Company in connection with the issuance thereof or, if applicable, the conversion, exchange or exercise thereof. (ii) Neither the Company nor any of its Subsidiaries shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and plans, except as contemplated by this Agreement, set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationCapitalization Schedule. As of the Closing, Neither the Company nor any Subsidiary shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, as set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationCapitalization Schedule. As of the Closing, all All of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable, and the Class A Common Stock issuable upon conversion of the Series E Preferred Stock will, when issued, be duly authorized and validly issued, fully paid and nonassessable. (iiiii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Series E Preferred Stock hereunder, or Class A Common Stock Preferred Stock hereunder or the issuance of Class A Common Stock upon conversion of the Series E Preferred Stock or exercise of any of the outstanding options to acquire the Company Stock and the Company is not bound by any contractual pre-emptive rights or rights of first refusal except as expressly contemplated in herein nor, to the Stockholders Agreement or provided in knowledge of the Purchase AgreementCompany, is any other Person. Based in part Except as set forth on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereofCapitalization Schedule, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Series E Preferred Stock or Class A Common Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge's knowledge after due inquiry, except as expressly contemplated herein or as set forth on the Capitalization Schedule, there are no agreements between the Company’s stockholders 's shareholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement. (iv) Upon issuance in accordance with the terms hereof, the Series E Preferred Stock and the Class A Common Stock to be purchased hereunder will be duly and validly issued, fully paid, non-assessable and, and the Purchaser will have good and marketable title to such shares, free and clear of all liens, claims and encumbrances of any kind, other Exchange Agreements than (as such term is defined in a) transfer restrictions hereunder and under the Stockholders AgreementTransaction Documents (including Sections 6P and 6Q below), (b) transfer restrictions under federal and state securities laws and (c) liens, claims or encumbrances imposed due to the Stockholders Agreement, actions of the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration AgreementPurchaser.

Capital Stock and Related Matters. (ia) As of the Closing and immediately thereafter, the authorized capital stock of the Company shall consist of 30,000,000 shares of Common Stock, of which (as such term is defined in i) 18, 763,998 shares are issued and outstanding, 2,000,000 of which shall be reserved for issuance to CORESTAFF pursuant to the Merger AgreementWarrants, and 12,133,164 of which shall be reserved for issuance pursuant to outstanding options or warrants (the "Outstanding Options"). As of the Closing, the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Warrants and the Company’s Certificate of Incorporation's Stock Option Plan or as set forth in the Company Securities Exchange Act filings or as disclosed in Schedule 5.2(a) hereto. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s capital stock shall be validly issued, fully paid and nonassessable.retire (iib) There are no statutory or, to the best of the Company’s 's knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreementherein. Based in part on the investment representations of the Investor CORESTAFF in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) 7.3 hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s 's knowledge, there are no agreements between the Company’s 's stockholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (i) As of the Closing (and immediately thereafter, the authorized capital stock of the Company shall consist of those shares of capital stock of the Company set forth on the attached Capital Stock Schedule. Except as such term is defined in set forth on the Merger Agreement)attached Capital Stock Schedule, as of the Closing, the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to plans, except as set forth in this Agreement and as contemplated by disclosed to the Purchasers prior to the date of this Agreement. Except as set forth on the attached Capital Stock Schedule, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (ii) There Except as set forth on the attached Capital Stock Schedule, there are no statutory or, to the best of the Company’s knowledge, or contractual stockholders preemptive rights or rights of refusal with respect to (a) the issuance of the Rollover Series B Preferred Stock hereunderhereunder or the issuance of the Common Stock upon conversion of the Series B Preferred Stock, except those as expressly contemplated have been waived by the Persons possessing such rights and (b) except as set forth in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the issuance of any other equity securities by the Company or any Subsidiary. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Series B Preferred Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To Except as set forth on the attached Capital Stock Schedule, to the best of the Company’s 's knowledge, there are no agreements between the Company’s 's stockholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in Agreement and the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (i) As of the Closing (and immediately thereafter, the authorized capital stock of the Company shall consist of 22,200,000 shares of Stock, of which 7,200,000 shares shall be designated as such term is defined in Convertible Preferred and 15,000,000 shares shall be designated as Common Stock. As of the Merger Agreement)Closing, except as contemplated hereby, the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, Agreement and the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationAgreements. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, Agreement and the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationAgreements. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s 's knowledge, contractual stockholders shareholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunderhereunder or the issuance of the Stock pursuant to paragraph 1B(b) hereof, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreementherein. Based in part on the investment representations of the Investor each Purchaser in Section 4 of the Purchase Agreement paragraph 7C hereof and of the Exchanger Executives in Section 1(c) hereofthe Management Agreements, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder and pursuant to paragraph 1B(b) hereof do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s 's knowledge, there are no agreements between the Company’s stockholders 's shareholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this the Shareholders Agreement, the other Exchange Restricted Securities Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, and the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration AgreementAgreements.

Capital Stock and Related Matters. (ia) As of the Closing (and immediately there after, the authorized capital stock of the Company shall consist of 10,000 shares which will be designated as such term is defined in Preferred Stock and 108,150 shares of Common Stock, of which 77,350 shares shall be designated as Class A Common Stock, 15,500 shares shall be designated Class B Common Stock, 7650 shares shall be designated as Class C Common Stock and 7650 shares shall be designated as Class D Common Stock. As of the Merger Agreement)Closing, the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in Purchase Agreements, the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Agreement and the Company’s 's Certificate of Incorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), Agreement and the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationAgreements. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (iib) There are no statutory or, to the best of the Company’s knowledge, or contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Common Stock hereunder, except as expressly contemplated provided herein and in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Common Stock hereunder pursuant to this Agreement do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration AgreementAct.

Capital Stock and Related Matters. (i) As of the Closing and immediately thereafter, the authorized capital stock of the Company shall consist of (a) the number and series of all shares of preferred stock of the Company as described on the Capitalization Table set forth on Schedule A attached hereto indicating the number of shares which are authorized and shall be issued and outstanding immediately prior to the Closing, and the number of shares shall be designated as reserved for issuance upon exercise of the Warrant) and (b) the number of shares of Common Stock as described on the Capitalization Table set forth on Schedule A attached hereto indicating the number of such term is defined in shares which are authorized and shall be issued and outstanding immediately prior to the Merger Agreement)Closing as well as the number of shares shall be reserved for issuance upon conversion of each outstanding Series of preferred stock of the Company, which have been reserved for issuance upon conversion of all Series of preferred stock of the Company and the number of shares which shall be reserved for issuance upon conversion of the Warrant Shares issuable upon exercise of the Warrant, and the number of shares which shall be reserved for issuance upon exercise of outstanding employee stock options. As of the Closing, the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights rights, warrants or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant plans, except for the Warrant and the preferred stock, as set forth on the attached Capitalization Table. The Capitalization Table accurately sets forth the foregoing information as well as the following information with respect to all outstanding options and as contemplated by this Agreementrights to acquire the Company's capital stock: the holder, the other Exchange Agreements (as such term is defined in the Stockholders Agreement)number of shares covered, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) exercise price and the Company’s Certificate of Incorporationexpiration date. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, as set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationCapitalization Table. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (ii) There Except for those preemptive rights or rights of refusal with respect to the issuance of the Warrant contained in the Stock Purchase Agreement described on the Capitalization Table (which rights have been waived) and those preemptive rights or rights of refusal with respect to the issuance of the Warrant contained in the Stockholders Agreement described on the Capitalization Table, there are no statutory or, to the best of the Company’s 's knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the Warrant hereunder of the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations Warrant Shares upon exercise of the Investor in Section 4 Warrant or the issuance of shares of Common Stock upon conversion of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Warrant Shares. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock Warrant hereunder do not and will does not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s 's knowledge, there are no agreements between the Company’s 's stockholders with respect to the voting or transfer of the Company’s Companys [sic] capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), Agreement(s) described on the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration AgreementCapitalization Table.

Capital Stock and Related Matters. (i) As of the Initial Closing (as such term is defined in and immediately thereafter, the Merger Agreement), authorized capital stock of the Company shall not consist of (a) 1,000 shares of preferred stock, of which 1,000 shares shall be designated as Preferred Stock (all of which shall be issued and outstanding) and (b) 1,150 shares of Common Stock, of which 350 shares shall be issued and outstanding and 600 shares shall be reserved for issuance upon conversion of the Preferred Stock. As of the Closing, neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation stock, except for the Preferred Stock and except as set forth on the attached "Capitalization Schedule." The Capitalization Schedule accurately sets forth the following with respect to all outstanding options and rights or phantom stock plans other than pursuant to and as contemplated by this Agreementacquire the Company's capital stock: the holder, the other Exchange Agreements (as such term is defined in the Stockholders Agreement)number of shares covered, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) exercise price and the Company’s Certificate of Incorporationexpiration date. As of the Closing, Closing neither the Company nor any Subsidiary shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule and except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s 's knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Preferred Stock hereunder, except as expressly contemplated in hereunder or the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations issuance of the Investor in Section 4 Common Stock upon conversion of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Preferred Stock. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Preferred Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s 's knowledge, there are no agreements between the Company’s 's stockholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Initial Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreementstock option agreements set forth on the Capitalization Schedule.

Capital Stock and Related Matters. (i) As of the Closing (as such term is defined in and after giving effect to the Merger transactions contemplated by this Agreement), the authorized capital stock of the Company shall not consist of (a) 750,000 shares of Convertible Preferred Stock, of which 456,750 shares shall be issued and outstanding, and (b) 750,000 shares of Common Stock, of which no shares shall be issued and outstanding and 50,750 of which shall be reserved for issuance upon exercise of stock options to be issued under the Stock Option Plan and 456,750 shares shall be reserved for issuance upon conversion of the Convertible Preferred Stock. As of the Closing, neither the Company nor any of its Subsidiaries shall have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to plans, except for the Convertible Preferred Stock and except for any options issued under the Stock Option Plan as contemplated by this Agreement, of the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationClosing. As of the Closing, neither the Company nor any of its Subsidiaries shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth in the Certificate of Incorporation and except pursuant to this Agreement, any rights exercised by the other Exchange Agreements (as such term is defined in Company pursuant to the Stockholders Agreement), Agreement or the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationExecutive Stock Agreements. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, or contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Convertible Preferred Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Convertible Preferred Stock hereunder do not and will does not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (i) As of the Closing (as such term is defined in and immediately thereafter, the Merger Agreement), authorized capital stock of the Company shall not consist of (a) 1,000,000 shares of preferred stock, of which 7,500 shares shall be designated as the Preferred Stock (all of which shall be issued and outstanding), (b) 25,000,000 shares of Common Stock, of which at the date hereof 4,126,823 shares shall be issued and outstanding and 5,000,000 shares shall be reserved for issuance upon conversion of the Preferred Stock. As of the Closing, neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant plans, except for the Preferred Stock and except as set forth on the attached "Capitalization Schedule." The Capitalization Schedule accurately sets forth the following information with respect to all outstanding options and as contemplated by this Agreementrights to acquire the Company's capital stock: the holder, the other Exchange Agreements (as such term is defined in the Stockholders Agreement)number of shares covered, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) exercise price and the Company’s Certificate of Incorporationexpiration date. As of the Closing, neither the Company nor any Subsidiary shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule and except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationDesignation. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. . Except as set forth on the Capitalization Schedule (ii) There which rights shall be waived prior to Closing), there are no statutory or, to the best of the Company’s 's knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Preferred Stock hereunder, except as expressly contemplated in hereunder or the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations issuance of the Investor in Section 4 Common Stock upon conversion of the Purchase Agreement and Preferred Stock. To the best of the Exchanger in Section 1(c) hereofCompany's knowledge, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Preferred Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s 's knowledge, there are no agreements between the Company’s 's stockholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement, as set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration AgreementCapitalization Schedule.

Capital Stock and Related Matters. (i) As The authorized capital stock of the Closing (Company consists of 50,000,000 shares of Common Stock, of which 22,069,871 shares are outstanding as such term is defined of the date hereof after giving effect to the Recapitalization Transactions, and 20,000 shares of preferred stock, par value $0.01 per share, of which 1,000 shares have been designated as Series D Preferred Stock, none of which were outstanding prior to the date hereof. Except as set forth on Schedule 3(b) or in the Merger Agreement)written notice to the Investor referred to therein, neither the Company shall not have nor any Subsidiary has outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall does it have outstanding any rights rights, options or options warrants to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans plans, nor has it reserved any shares of capital stock (other than pursuant to and as described in Section 3(b)(iii) hereof or as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As any of the ClosingTransaction Documents) for issuance upon exercise or conversion of any rights, options or warrants to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock. Neither the Company shall not be nor any Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreementset forth on Schedule 3(b) and the Company’s Certificate of Incorporationhereof. As of the Closing, all All of the outstanding shares of the Company’s 's capital stock are, and the shares of Series D Preferred Stock to be issued hereunder shall be upon such issuance and receipt by the Company of payment therefor in accordance with Section 2(a), duly authorized, validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders preemptive rights or similar contractual rights to which the Company is subject or, except as set forth in the Stockholders' Agreement, rights of refusal to which the Company is subject with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations capital stock of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(cCompany. Except as set forth on Schedule 3(b) hereofhereto, (A) to its knowledge, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and (B) the offer, sale and issuance of the Rollover Series D Preferred Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws or "blue sky" laws, assuming the Investor's representation in Section 4(b) is true in all respects. To There are no agreements to which the best Company or, to the knowledge of the officers of the Company’s knowledge, there are no agreements between any holders of the Company’s stockholders capital stock of the Company is a party with respect to the voting or transfer of the Company’s 's capital stock or except for the Stockholders' Agreement. (iii) The Company has authorized the issuance and sale to the Investor of the number of shares of Series D Preferred Stock being sold to the Investor pursuant to Section 2 hereof. The Series D Preferred Stock will have the terms, rights and preferences set forth in Exhibit A hereto. The Company has filed with respect the Office of the Secretary of State of the State of Delaware a Certificate of Designation in the form set forth in Exhibit A hereto. The board of directors of the Company has adopted a resolution declaring the advisability of the amendment to any other aspect the Company's certificate of incorporation set forth on Exhibit B hereto (the "CERTIFICATE OF AMENDMENT") and directing that such amendment be considered by the stockholders of the Company’s affairs, except . The board of directors of the Company has adopted an amendment to the Company's By-laws as set forth on Exhibit B to the Stockholders' Agreement (the "BY-LAW AMENDMENT"). The board of directors of the Company has reserved 6,600,000 shares of Common Stock for this Agreementissuance upon conversion of the Series D Preferred Stock and exercise of the Warrants. (iv) According to the Company's share register, the other Exchange Agreements (as stockholders listed on Appendix D to the Stockholders' Agreement own the shares of Common Stock listed on such term is defined in appendix for which they have granted irrevocable proxies to the Stockholders Agreement), Investor and signed irrevocable written consents authorizing the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Certificate of Amendment and the Registration Agreementissuance of Common Stock in connection with the exercise of any Warrants.

Capital Stock and Related Matters. (i) As of the Closing and immediately thereafter, the authorized capital stock of the Company shall consist of (a) 100,000 shares of Preferred Stock, consisting of 90,000 shares of Series A Preferred Stock and 10,000 shares of Series B Preferred Stock, and (b) 1,500,000 shares of Common Stock. The attached Capitalization Schedule sets forth the ownership of the Company as such term is defined in of and immediately after the Merger Agreement)Closing. As of the Closing, the Company shall not have outstanding (or any commitments to issue) any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and plans, except as contemplated by this Agreement, set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporationattached Capitalization Schedule. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, stock except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s capital stock (including the Preferred Stock and the Common Stock) shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunderSecurities hereunder or any other capital stock or other securities of the Company, except as expressly contemplated set forth in the Stockholders Agreement or provided in the Purchase Management Agreement. Based in part on upon the investment representations and warranties of the Investor in Section 4 of the Purchase Agreement Purchasers set forth herein and of management set forth in the Exchanger in Section 1(c) hereofManagement Agreement, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stockstock or other securities, and the offer, sale and issuance of the Rollover Stock Securities hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s actual knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Agreement and the Registration Rights Agreement. The Company has not granted any registration rights other than under the Registration Rights Agreement.

Capital Stock and Related Matters. (i) As of the Closing (as such term is defined in the Merger Agreement), the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 [___] of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (i1) As of the Closing and immediately thereafter, the authorized capital stock of the Company shall consist of (as such term is defined in a) 132,000 shares of Series A Preferred, of which 132,000 shares shall be issued and outstanding, (b) 10,000,000 shares of Common Stock, of which 1,050,000 shares shall be issued and outstanding, 132,000 shares shall be reserved for issuance upon conversion of the Merger Agreement)Series A Preferred sold at the Closing, 132,000 shall be reserved for issuance upon exercise of the Warrants, 13,000 shall be reserved for issuance upon exercise of options granted to members of the Board of Directors and 150,000 shall be reserved for issuance pursuant to the terms of the Option Plan. As of the Closing, the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant plans, except for the Series A Preferred and the Warrants and except as set forth on the attached "CAPITALIZATION SCHEDULE." The Capitalization Schedule accurately sets forth the following with respect to all outstanding options and as contemplated by this Agreementrights to acquire the Company's capital stock: the holder, the other Exchange Agreements (as such term is defined in the Stockholders Agreement)number of shares covered, the Purchase Agreementexercise price, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) grant date and the Company’s Certificate of Incorporationexpiration date. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule and except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate Articles of Incorporation. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (ii2) There are no statutory or, to the best of the Company’s 's knowledge, contractual stockholders Shareholders' preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in Series A Preferred hereunder or the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations issuance of the Investor in Section 4 Common Stock upon conversion of the Purchase Agreement and Series A Preferred or the exercise of the Exchanger in Section 1(c) hereof, the Warrants. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and and, assuming the truth of the Purchasers' representations in Section 7.D hereof, the offer, sale and issuance of the Rollover Stock Units hereunder do not and will does not require registration under the Securities Act or any applicable state securities laws. To Except as described on the best of the Company’s knowledgeAffiliate Transactions Schedule (as defined in Section 6.T), there are no agreements between the Company and any of its Shareholders or, to the Company’s stockholders 's knowledge between the Company's Shareholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this the Registration Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Shareholders Agreement and the Registration this Agreement.

Capital Stock and Related Matters. (i) As The authorized capital stock of the Closing (Company consists of 30,000,000 shares of capital stock, of which 5,000,000 shares are designated as such term is defined in Preferred Stock, par value $.001, and of which 25,000,000 shares are designated as Common Stock, par value $.001. Immediately prior to the Merger Agreement)Closing, the Company shall had that number of shares outstanding as set forth on Schedule 5.B.(i). Except as set forth on Schedule 5.B.(i), or the Schedule of Exceptions, the Company does not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall does it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to to, and as contemplated by by, this Agreement, the other Exchange Agreements (as such term . The Company is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options options, or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all All of the outstanding shares of the Company’s 's capital stock are and shall be validly issued, fully paid paid, and nonassessablenon-assessable and free of any Liens other than Liens created by the holders thereof. No event has occurred which would change the conversion price or number of shares issuable upon conversion of any of the Company's outstanding securities. (ii) There Except as set forth on the Schedule of Exceptions, there are no statutory oror contractual preemptive rights, to the best of the Company’s knowledgeanti-dilution rights, contractual stockholders preemptive rights or rights of first refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations any of the Investor Common Stock hereunder and the Company has never issued securities in Section 4 contravention of the Purchase Agreement and any rights of the Exchanger in Section 1(c) hereoffirst refusal, the anti-dilution rights, or preemptive rights. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale sale, or issuance of any of its capital stock, and the offer, sale sale, and issuance of the Rollover Common Stock hereunder do does not and will not require registration under the Securities Act or any applicable state securities laws. To Except as disclosed on the best Schedule of the Company’s knowledgeExceptions, there are no agreements between the Company’s 's stockholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (i) As of the Closing (as such term is defined in the Merger Agreement), the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 [ ] of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. As of the date hereof, the authorized capital stock of the Company consists of (i) As 1,000 shares of Company Common Stock, of which 1,000 shares are issued and outstanding and (ii) 20,000 shares of Company Preferred Stock, of which 12,200 are issued and outstanding. The issued and outstanding capital stock of the Closing (Company consists exclusively of the Shares and, upon the consummation of the Stock Purchase, the Buyer will own all of the issued and outstanding capital stock of the Company. Schedule 3.5 sets forth the names of the beneficial and record owners of the Company Common Stock and the Company Preferred Stock and the number of shares held by each such owner. Each of the Sellers has good and marketable title, free and clear of any Liens, to the Company Common Stock and Company Preferred Stock, as such term is defined applicable, set forth on Schedule 3.5. The sale and transfer of the Shares by the Sellers to the Buyer will vest title to the Shares in the Merger Agreement)Buyer free and clear of any Liens, limitations or restrictions of any nature whatsoever. The Company Common Stock and the Company shall Preferred Stock has been duly authorized and validly issued and is fully paid and nonassessable. Except as set forth above or on Schedule 3.5, no shares of Company Common Stock or Company Preferred Stock are outstanding; the Company does not have outstanding any stock or securities convertible into or exchangeable for any shares of its capital stock or containing any profit participation featuresstock, nor shall it have outstanding any rights or options to subscribe for or to purchase its or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock stock, or any stock or securities convertible into or exchangeable for its any capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) stock; and the Company’s Certificate of Incorporation. As of the Closing, the Company shall is not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire retire, or to register under the Securities Act, any shares of its capital stock or stock. The Company does not have outstanding any warrantsbonds, options debentures, notes or other rights obligations the holders of which have the right to acquire its capital stock, except pursuant vote (or convertible into or exercisable for securities having the right to this Agreement, vote) with the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As stockholders of the Closing, all of the outstanding shares of the Company’s capital stock shall be validly issued, fully paid and nonassessableCompany on any matter. (ii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (i) As of the date hereof, and without giving effect to the Stock Split, the authorized capital stock of the Company consists of 1,000,000 shares of Common Stock, of which 101,271 shares are issued and outstanding and are held beneficially and of record by the Shareholders as set forth on the Capitalization Schedule attached hereto (free and clear of all Encumbrances). As ----------------------- of the Closing and immediately thereafter and after giving effect to the Stock Split and the issuance of the Executive Stock, the authorized capital stock of the Company shall consist of (a) 30,000,000 shares of Preferred Stock, all of which shall be issued and outstanding, and (b) 60,000,000 shares of Common Stock, of which 22,222,222 shares shall be issued and outstanding and 30,000,000 shares shall be reserved for issuance upon conversion of the Preferred Stock and 3,333,333 shares shall be reserved for issuance upon exercise of the options authorized pursuant to the Stock Option Plan or pursuant to restricted stock purchase agreements authorized by the Company's board of directors. Except as such term is defined set forth in the Merger Agreement)immediately preceding sentence, the Company shall does not have and will not, as of the Closing Date, have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans plans, other than than, as of the Closing Date, any options granted pursuant to and the Stock Option Plan as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, the Closing Date. The Company shall is not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except other than as expressly provided in this Agreement and, as of the Closing, pursuant to this Agreementthe Articles of Incorporation, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Shareholders Agreement and the Company’s Certificate of IncorporationExecutive Agreements. As of the Closingdate hereof and as of the Closing and immediately thereafter, all of the outstanding shares of the Company’s 's capital stock are or shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, or contractual stockholders shareholder preemptive rights or rights of first refusal or other similar restrictions with respect to the issuance of the Rollover Preferred Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations issuance of the Investor in Section 4 Common Stock to the Executives pursuant to the Executive Agreements as of the Purchase Agreement and Closing Date (the "Executive Stock") or the issuance of any Common Stock upon the conversion --------------- of the Exchanger in Section 1(c) hereof, the Preferred Stock. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, stock and the offer, sale and issuance of the Rollover Preferred Stock hereunder do not hereunder, the offer, sale and will issuance of the Executive Stock, the grant of any stock options under the Stock Option Plan and the issuance of Common Stock upon the conversion of the Preferred Stock does not require registration under the Securities Act or any applicable state securities laws. To Except for the best of Shareholders Agreement to be executed and delivered at the Company’s knowledgeClosing, there are no agreements between the Company’s stockholders 's shareholders or among any other Person with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement's governance.

Capital Stock and Related Matters. (ia) As of the Initial Closing (as such term is defined in and immediately thereafter, the Merger Agreement), authorized Capital Stock of the Company shall not consist of (i) 1,000,000 shares of preferred stock, 134,000 of which shall be designated as Series A Convertible Preferred Stock, 9,000 of which shall be designated as Series A-1 Convertible Preferred Stock and 9,000 of which shall be designated as Series A-2 Convertible Preferred Stock and (ii) 100,000,000 shares of Common Stock, of which 11,529,094 shares shall be issued and outstanding and 1,200,000 shares shall be reserved for issuance upon conversion of the Preferred Stock and/or Series A-2 Preferred Stock. As of the Initial Closing, neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock Capital Stock or other equity securities or containing any profit participation features, nor shall it have outstanding any warrants, options or other rights or options to subscribe for or to purchase its capital stock Capital Stock or other equity securities or any stock or securities convertible into or exchangeable for its capital stock Capital Stock or other equity securities or any stock appreciation rights or phantom stock plans plans, except for the Preferred Stock issued to Purchaser and except as set forth on the attached Capitalization Schedule. The Capitalization Schedule accurately sets forth the following information with respect to all outstanding warrants, options and other than pursuant rights to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and acquire the Company’s Certificate Capital Stock and other equity securities: the holder, the number of Incorporationshares covered, the issuance date, the exercise price, any applicable vesting schedule and the expiration date. As of the Initial Closing, neither the Company nor any Subsidiary shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock Capital Stock or other equity securities or any warrants, options or other rights to acquire its capital stockCapital Stock or other equity securities, except as set forth on the Capitalization Schedule and except pursuant to this Agreement, (i) the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationDesignation with respect to the Preferred Stock and (ii) the Series A-2 Certificate of Designation with respect to the Series A-2 Preferred Stock. As of the Initial Closing, all of the outstanding shares of the Company’s capital stock Capital Stock shall be validly issued, fully paid and nonassessablenonassessable and shall be free and clear of any Lien (other than pursuant to the Transaction Agreements), and the Common Stock issuable upon conversion of the Preferred Stock and/or the Series A-2 Preferred Stock has been duly and validly authorized and reserved for issuance and, when issued in compliance with the provisions of the Certificate of Designation or Series A-2 Certificate of Designation, as applicable, shall be validly issued, fully paid and nonassessable and shall be free and clear of any Lien (other than pursuant to the Transaction Agreements); provided that the Company’s Capital Stock shall be subject to restrictions on transfer under applicable state and/or federal securities Laws. The Capitalization Schedule accurately sets forth the Closing Price of the Common Stock as of the Trading Day immediately prior to the date of this Agreement. (iib) There are no statutory or, to the best of the Company’s knowledge, or contractual stockholders stockholders’ preemptive rights or rights of refusal with respect to the issuance of the Rollover Preferred Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations issuance of the Investor in Section 4 Series A-2 Preferred Stock upon conversion of the Purchase Agreement and Preferred Stock or the issuance of the Exchanger in Section 1(c) Common Stock upon conversion of the Preferred Stock and/or the Series A-2 Preferred Stock, except such contractual rights that have been waived prior to the date hereof, the . The Company has not violated any applicable federal or state securities laws Laws in connection with the offer, sale or issuance of any of its capital stockCapital Stock. The Company is not party to any agreement, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of to the Company’s knowledgeKnowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock Capital Stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration AgreementTransaction Agreements.

Capital Stock and Related Matters. (ia) As of the Closing and immediately thereafter, the authorized capital stock of the Company shall consist of __________ shares of Common Stock, of which (as such term is defined in i) __________ shares are issued and outstanding, __________ of which shall be reserved for issuance to CORESTAFF pursuant to the Merger Option Agreement, and _________ of which shall be reserved for issuance to the executives pursuant to outstanding options (the "Outstanding Options"). As of the Closing, the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Option Agreement and the Company’s Certificate of Incorporation's Stock Option Plan. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Option Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationOutstanding Options. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully hilly paid and nonassessable. (iib) There are no statutory or, to the best of the Company’s 's knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreementherein. Based in part on the investment representations of the Investor CORESTAFF in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) SECTION 7.3 hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s 's knowledge, there are no agreements between the Company’s 's stockholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (i) As of the Closing and after giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Company shall consist of (as such term is defined in a) 750,000 shares of Convertible Preferred Stock, of which 507,805.25 shares shall be issued and outstanding, and (b) 1,100,000 shares of Common Stock, of which no shares shall be issued and outstanding and 101,500 of which shall be reserved for issuance upon exercise of stock options to be issued under the Merger Agreement)Company's Stock Option Plan and the remainder of which shall be reserved for issuance upon conversion of the Convertible Preferred Stock (it being understood that promptly following the Closing, the Company shall not cause to be filed an amendment to its certificate of incorporation increasing the number of authorized shares of its Common Stock to at least 1,200,000 and reserving for issuance upon conversion of the Convertible Preferred Stock an additional number of shares of Common Stock sufficient to permit conversion in full of all outstanding shares of Convertible Preferred Stock, together with the exercise of all outstanding options to acquire Common Stock). As of the Closing, neither the Company nor any of its Subsidiaries shall have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to plans, except for the Convertible Preferred Stock and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and except for any options issued under the Company’s Certificate of Incorporation's Stock Option Plan. As of the Closing, neither the Company nor any of its Subsidiaries shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth in the Certificate of Incorporation and except pursuant to this Agreement, any rights exercised by the other Exchange Agreements Company pursuant to the Stockholders Agreement (as such term is defined in below) or the Stockholders Agreement)Executive Stock Agreements entered into by the Company and certain executives, the Purchase Agreementdated as of September 30, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation2003. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, or contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Convertible Preferred Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Convertible Preferred Stock hereunder do not and will does not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (i) As of the Closing date hereof, the authorized capital stock of the Company consists of 2,600 shares of Company Common Stock, of which 1807.5000 shares are issued and outstanding and are held beneficially and of record by MPW Management as set forth on the CAPITALIZATION SCHEDULE attached hereto (free and clear of all Encumbrances (other than the security interest of Bank One, N.A. which will be released at Closing)) and of which 225.0000 shares are reserved for issuance upon exercise of stock options, and 500.0000 shares of Company Series A Preferred, of which 400.0000 shares are issued and outstanding and are held of record by the persons set forth on the CAPITALIZATION SCHEDULE. Except as such term is defined set forth in the Merger Agreement)immediately preceding sentence and as set forth on the CAPITALIZATION SCHEDULE, the Company shall does not have and immediately prior to the Closing will not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term plans. The Company is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to other than as expressly provided in this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the date hereof and immediately prior the Closing, all of the outstanding shares of the Company’s 's capital stock are or shall be validly issued, fully paid and nonassessable. (ii) . There are no statutory or, to the best of the Company’s knowledge, or contractual stockholders shareholder preemptive rights or rights of first refusal or other similar restrictions with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase AgreementRecapitalization Transactions. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, stock and the offer, sale and issuance consummation of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities lawsRecapitalization Transactions. To the best of Seller's and the Company’s 's knowledge, there are no agreements or understandings between the Company’s stockholders 's shareholders or among any other Person with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement's governance.

Capital Stock and Related Matters. (ia) As Schedule 4.2(a) hereto sets forth the authorized Capital Stock of the Closing Company, the name of each Person holding any such Capital Stock (including any options, warrants or other rights to purchase any equity securities or Capital Stock) and any securities convertible or exchangeable into any equity securities or Capital Stock of the Company and the amount and type of such securities held by such Persons as such term is defined of the date hereof. The sale and delivery of the Shares to the Purchaser pursuant to Section 2 hereof shall vest in the Merger Agreement)Purchaser all right, title and interest in and to the Acquired Shares, and, as of the Effective Time, all issued and outstanding Capital Stock of the Company shall will be sold and conveyed to the Purchaser free and clear of all Encumbrances (other than restrictions imposed on Purchaser’s acquisition of the Acquired Shares or its subsequent sale thereof by applicable securities Laws or Encumbrances created or suffered by the Purchaser). The Company does not have outstanding any stock Capital Stock or securities convertible or exchangeable for any shares of its capital stock Capital Stock or containing any profit participation featuresother ownership interest, nor shall it have are there outstanding any rights or options to subscribe for or to purchase its capital stock the Company’s Capital Stock or other ownership interests or any stock or securities convertible into or exchangeable for its capital stock Capital Stock or other ownership interests or any stock equity appreciation rights or phantom stock plans other than pursuant equity plans. There are no outstanding offers to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and purchase any of the Company’s Certificate of IncorporationCapital Stock (other than this Agreement). As of the Closing, the The Company shall is not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock Capital Stock or other ownership interests or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationCapital Stock. As of the Closing, all All of the outstanding shares Capital Stock of the Company’s capital stock shall be Company has been duly authorized and is validly issued, fully paid and nonassessablenonassessable and was not issued in violation of any statutory or contractual preemptive rights or similar restrictions. (iib) There are no statutory oror contractual preemptive rights, to the best rights of the Company’s knowledge, contractual stockholders preemptive first refusal or similar rights or rights of refusal restrictions with respect to the issuance sale of the Rollover any Capital Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the The Company has not violated any applicable federal or state securities laws Laws in connection with the offer, sale or issuance of any of its capital stockCapital Stock, and the offeroffer and, assuming the accuracy of the representations and warranties of the Purchaser in Article V hereof, sale and issuance of the Rollover Stock Acquired Shares hereunder do not and will does not require any registration under the Securities Act or any applicable federal or state securities lawsLaws. To the best of the Company’s knowledgeExcept as set forth on Schedule 4.2(b), there are no agreements between the Company’s stockholders Sellers or any other holders of Capital Stock of the Company with respect to the voting or transfer of the Company’s capital stock Capital Stock or with respect to any other aspect of the Company’s affairs. (c) Neither the Company nor, except for to the knowledge of the Sellers, any Affiliate, representative, officer, employee, director or agent of the Company is a party to or is bound by any agreement (other than this Agreement) with respect to any Acquisition Proposal. (d) The Company has no Indebtedness having the right to vote (or convertible into, or exchangeable for, securities having the other Exchange Agreements (as such term is defined in right to vote) on matters on which holders of Capital Stock of the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration AgreementCompany may vote.

Capital Stock and Related Matters. (i) As At the time of the Closing (and --------------------------------- after giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Company will consist of 500,000 shares of common stock, of which 100,000 shares will be outstanding and 50,000 shares will be reserved for issuance upon exercise of the Warrants. Attached as Exhibit P is a true and correct list identifying each stockholder of the Company and the number of shares of Common Stock owned by each such term is defined in stockholder. All of the Merger Agreement)outstanding shares of Common Stock will be validly issued and outstanding, fully paid and non-assessable. Except for the Warrants, the Company shall not have has no outstanding any stock or securities convertible into or exchangeable for any shares of its capital stock Capital Stock, or containing any profit participation features, nor shall it have outstanding any rights (either preemptive or options other) to subscribe for or to purchase, or any outstanding options for the purchase its capital stock of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and Capital Stock of the Company. Except as contemplated by this Agreement, the other Exchange Agreements (as such term is defined provided in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the ClosingWarrants, the Company shall is not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock Capital Stock or any warrantsconvertible securities, rights or options or other rights to acquire its capital stockof the type described in the preceding sentence. The Company is not a party to, and does not have knowledge of, any agreement (except pursuant to as set forth in this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Letter Agreement, the Management Purchase Agreements (as such term is defined in Warrants and the Stockholders Shareholders' Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to restricting the voting or transfer of the Company’s capital stock or with respect to any other aspect shares of the Company’s affairs's Capital Stock. The Company is not required to file, except for this nor has it filed, pursuant to Section 12 of the Exchange Act, a registration statement relating to any class of equity securities, provided, however, that under -------- ------- the Shareholders' Agreement, certain shareholders of the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration AgreementCompany have been granted "piggy-back" registration rights.

Capital Stock and Related Matters. (i) As of the Closing (Except as such term is defined set forth in the Merger Agreement)Company's SEC filings or the attached Disclosure Schedule, the Company shall does not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant plans, except as set forth on the attached Disclosure Schedule. The Disclosure Schedule accurately sets forth the following information with respect to all outstanding options and as contemplated by this Agreementrights to acquire the Company's capital stock: the holder, the other Exchange Agreements (as such term is defined in the Stockholders Agreement)number of shares covered, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) exercise price and the Company’s Certificate of Incorporationexpiration date. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Disclosure Schedule and except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate Articles of Incorporation. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s 's knowledge, contractual stockholders shareholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunderDebentures or the Purchaser's Warrant, except as expressly contemplated in or the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations issuance of the Investor in Section 4 Common Stock upon conversion of the Purchase Agreement and Debentures or the exercise of the Exchanger in Section 1(c) hereof, the Purchaser's Warrant. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder Debentures and the Purchaser's Warrant do not and will not require registration under the Securities Act or any applicable state securities laws. To Except as set forth on the Disclosure Schedule, to the best of the Company’s 's knowledge, there are no agreements between the Company’s stockholders 's shareholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (i) The attached Capitalization Schedule accurately sets forth ----------------------- the following information with respect to the Company's capitalization as of the Signing and immediately thereafter: (1) the authorized capital stock of the Company, (2) the number of shares of each class of capital stock issued and outstanding, (3) the number of shares of each class of capital stock reserved for issuance upon exercise of options, warrants, convertible securities or other equity securities, (4) the name of each holder of capital stock and the amount of stock owned by each such holder and (5) with respect to all outstanding options, warrants and rights to acquire the Company's capital stock: the holder, the number of shares covered, the exercise price or conversion price, the vesting schedule and the expiration date, and all of the agreements or understandings entered into by the Company in connection with the issuance thereof or, if applicable, the conversion, exchange or exercise thereof. (ii) As of the Closing (as such term is defined in the Merger Agreement)Signing, neither the Company nor any of its Subsidiaries shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and plans, except as contemplated by this Agreement, set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationCapitalization Schedule. As of the ClosingSigning, neither the Company nor any ----------------------- Subsidiary shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, as set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationCapitalization Schedule. As of the ClosingSigning, all ----------------------- of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable, and the Class A Common Stock issuable upon conversion of the Series D Preferred Stock (and the Series D Preferred Stock issuable upon conversion of the Series D-1 Preferred Stock) will, when issued, be duly authorized and validly issued, fully paid and nonassessable. (iiiii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Series D Preferred Stock hereunder, or Series D-1 Preferred Stock hereunder or the issuance of Class A Common Stock upon conversion of the Series D Preferred Stock (and the issuance of shares of Series D Preferred Stock upon conversion of the Series D-1 Preferred Stock) or exercise of any of the outstanding options to acquire the Company Stock and the Company is not bound by any contractual pre- emptive rights or rights of first refusal except as expressly contemplated in herein nor, to the Stockholders Agreement or provided in knowledge of the Purchase AgreementCompany, is any other Person. Based in part Except as set forth on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereofCapitalization Schedule, the Company has not violated any applicable ----------------------- federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Series D Preferred Stock or Series D-1 Preferred Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge's knowledge after due inquiry, as of the Signing, except as expressly contemplated herein or as set forth on the Capitalization Schedule, the Contracts Schedule or the Affiliated ----------------------- ------------------ ---------- Transactions Schedule, there are no agreements between the Company’s stockholders 's --------------------- shareholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement. (iv) Upon issuance in accordance with the terms hereof, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Series D Preferred Stock and the Registration AgreementSeries D-1 Preferred Stock will be duly and validly issued, fully paid, non-assessable and free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions under the Transaction Documents, (b) transfer restrictions under federal and state securities laws and (c) liens, claims or encumbrances imposed due to the actions of the Purchasers.

Capital Stock and Related Matters. (i) As of the Closing (and immediately thereafter, the authorized capital stock of the Company shall be as such term is defined in stated on the Merger Agreement)attached "Capitalization Schedule". As of the Closing, the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights rights, warrants or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to plans, except for the Warrant, and except as contemplated by this Agreement, set forth on the other Exchange Agreements (as such term is defined in attached "Option Schedule." The Option Schedule accurately sets forth the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporationinformation set forth thereon. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, as set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationCapitalization Schedule. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (ii) There Except for those rights contained in any Stock Purchase Agreements, the Company's Amended and Restate Articles of Incorporation and those contained in any Stockholders Agreements (which rights have been waived), there are no statutory or, to the best of the Company’s 's knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations Warrant hereunder of the Investor in Section 4 issuance of the Purchase Agreement and Warrant Shares upon exercise of the Exchanger in Section 1(c) hereof, the Warrant. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and 5 the offer, sale and issuance of the Rollover Stock Warrant hereunder do not and will does not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (ia) As of the Closing and immediately thereafter, the authorized capital stock of the Company shall consist of (1) 60,000,000 shares of Common Stock, of which (i) 21,774,388 shares are issued and outstanding as such term is defined in of May 6, 1998, (ii) 2,000,000 of which are reserved for issuance to METAMOR WORLDWIDE pursuant to the Merger AgreementOption Agreement previously issued to METAMOR WORLDWIDE, and (iii) 15,800,000 shares of which are reserved for issuance pursuant to outstanding warrants, options or convertible securities (the "Outstanding Options"); and (2) 1,000,000 shares of Preferred Stock, of which 50 shares of Series A Preferred Stock, 425 shares of Series C Preferred Stock and 5,000 shares of Series E Preferred Stock are outstanding. As of the Closing, the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than as disclosed in the Company's filings with the Securities and Exchange Commission and pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Option Agreement and the Company’s Certificate of IncorporationOutstanding Options. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Option Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Outstanding Options, and the Company’s Certificate Series E Preferred Stock to be redeemed from the proceeds of Incorporationthis offering. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (iib) There are no statutory or, to the best of the Company’s 's knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Preferred Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreementherein. Based in part on the investment representations of the Investor METAMOR WORLDWIDE in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) SECTION 6.3 hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Preferred Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s 's knowledge, there are no agreements between the Company’s 's stockholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Agreement and the Registration Agreementprior Purchase Agreement with METAMOR WORLDWIDE.

Capital Stock and Related Matters. (ia) As of the Closing (as such term is defined in the Merger date of this Agreement), the Company shall not authorized capital stock of MCK Nevada consists of (i) 20,000,000 shares of preferred stock, 13,333,333 of which are designated as Series A Redeemable Preferred Stock and none of which is issued or outstanding and 3,968,384 of which are designated Series B Convertible Preferred Stock, all of which are issued and outstanding and held beneficially and of record by MDI and (ii) 25,000,000 shares of Common Stock, of which 2,031,616 shares are issued and outstanding and are held beneficially and of record by MDI. Neither MCK Nevada nor any Subsidiary has, or will have as of the Closing, outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall does it have, or will it have as of the Closing, outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and plans. Neither MCK Nevada nor any Subsidiary is, or will be as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreementthe Articles of Incorporation, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Agreement and the Company’s Certificate of IncorporationPut/Call Agreement. As of the Closing, all All of the outstanding shares of the Company’s MCK Nevada's capital stock shall be are validly issued, fully paid and nonassessable. The shares of Redeemable Stock issued pursuant to this Agreement will be, when issued at the Closing in accordance with the terms of this Agreement, validly issued, fully paid and nonassessable. (iib) There are no statutory or, to the best of the Company’s knowledge, or contractual stockholders shareholders' preemptive rights or rights of first refusal with respect to the sale or issuance of the Rollover Notes, the Redeemable Stock or the Convertible Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company MCK Nevada has not violated any applicable federal or state securities laws (federal, state, provincial or other) in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Notes, the Redeemable Stock and the Convertible Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there There are no agreements between the Company’s stockholders among MCK Nevada's shareholders with respect to the voting or transfer of the Company’s MCK Nevada's capital stock or with respect to any other aspect of the Company’s MCK Nevada's affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement). (c) The authorized capital stock of MCK Canada consists of an unlimited number of Class A Common Shares, an unlimited number of Class C Preferred Shares and an unlimited number of Class E Redeemable Preferred Shares, of which immediately prior to Closing the only issued and outstanding shares of MCK Canada are 20,000 Class E Redeemable Preferred Shares (the "MCK CANADA CLASS E STOCK") held of record and beneficially by MDI, 100,000 Class C Preferred Shares (the "MCK CANADA SERIES C STOCK") held of record and beneficially by MDI, and 12,150,900 Class A Common Shares held of record and beneficially by MCK Nevada. All of the outstanding shares of MCK Canada's capital stock are validly issued, fully paid and nonassessable. (d) MDI has, and immediately prior the Closing will have, good and marketable title to the Convertible Stock, the Stockholders AgreementMCK Canada Class E Stock, and the MCK Canada Series C Stock, free and clear of all liens, claims, security interests, charges, options, or other encumbrances of any kind. At the Closing, the Purchase AgreementPurchasers will acquire from MDI good and marketable title to the Convertible Stock, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) free and the Registration Agreementclear of all liens, claims, security interests, charges, options, or other encumbrances of any kind.

Capital Stock and Related Matters. (i) As Schedule 3.5 sets forth, for each Acquired Entity, the authorized, issued and outstanding capital stock of each Acquired Entity which is a corporation, membership interests of each Acquired Entity which is a limited liability company and limited and general partnership interests of each Acquired Entity which is a limited partnership, all of which issued and outstanding capital stock, membership interests or partnership interests, as the case may be, are owned, beneficially and of record, by an Acquired Entity or a Seller, as listed on Schedule 3.5, free and clear of any Liens other than such as may be created by or on behalf of the Closing (Buyers and other than the Wisconsin Debt, and have been duly authorized and validly issued and are fully paid, nonassessable and were not issued in violation of any preemptive rights, rights of first refusal or any similar rights. Except as such term is defined in the Merger Agreement)listed on Schedule 3.5, the Company shall not have there are no outstanding any stock obligations, warrants, options or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any other rights or options to subscribe for or purchase from any Acquired Entity, or other contracts or commitments providing for the issuance of or granting any Person the right to purchase its acquire, shares of any class of capital stock stock, membership interests or partnership interests of any Acquired Entity, or any stock securities or securities other instruments convertible into or exchangeable or exercisable for its shares of any class of capital stock stock, membership interests or partnership interests of any stock appreciation rights or phantom stock plans other than pursuant to Acquired Entity, and as contemplated by this Agreement, the other Exchange Agreements (as such term no Acquired Entity is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire retire, or to register under the Securities Act, any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreementmembership interests or partnership interests, as the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporationcase may be. As of the Closing, all of the outstanding shares of the Company’s capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory orproxies, to the best of the Company’s knowledge, contractual stockholders preemptive rights voting agreements or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no other agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s any shares of capital stock or with respect to membership interests of any other aspect of the Company’s affairs, except for this AgreementAcquired Entities. At Closing, the other Exchange Agreements (as such term is defined in Buyers shall have good and valid title to all of the Stockholders Agreement)capital stock, membership interests and partnership interests of the Stockholders AgreementAcquired Entities, the Purchase Agreementfree and clear of any Liens, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration AgreementAcquired Entities shall have good and valid title to all of the capital stock, membership interests and partnership interests of the Subject Companies that are not Acquired Entities, free and clear of any Liens, other than such as may be created by or on behalf of the Buyers and other than the Wisconsin Debt.

Capital Stock and Related Matters. (i) As of immediately prior to the Closing, the authorized capital stock of each of the Companies is as set forth on Schedule 2B(i) attached hereto. The Shares constitute all of the outstanding capital stock of Auburn and as of immediately prior to the Closing will be held beneficially and of record by each Seller (free and clear of all Encumbrances) as set forth on Schedule 2B(i) attached hereto. Schedule 2B(i) sets forth the capitalization of each of the Companies and the name of each Person holding any equity securities of such term is defined in Company, any securities convertible or exchangeable for any equity securities of such Company and any options or other rights to purchase equity securities of such Company and the Merger Agreement)amount and type of such securities, options or rights held by such Persons as of the Company shall not have Closing Date and immediately thereafter. Neither of the Companies has outstanding (1) any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding (2) any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or (3) any stock appreciation rights or phantom stock or similar plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporationor rights. As Neither of the Closing, the Company shall not be Companies is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the ClosingClosing and immediately thereafter, all of the outstanding shares of the Company’s Companies' capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best Neither of the Company’s knowledge, contractual stockholders preemptive rights or rights Companies has received written notice of refusal with respect to the issuance any violation and is not otherwise aware of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations any violation of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company has not violated any applicable federal or state securities laws laws, whether of the United States or otherwise, in connection with the offer, sale or issuance of any of its capital stock, and stock or the offer, sale and or issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities lawsof its debt securities. To the best of the Company’s knowledge, there There are no agreements between any of the Company’s stockholders Companies' shareholders or with any other Person with respect to the voting voting, transfer or transfer registration of any of the Company’s Companies' capital stock or with respect to any other aspect of any of the Company’s affairs, Companies' affairs that will survive the Closing Date (other than this Agreement and except for this Agreement, the other Exchange Agreements (as such term is defined provided in the Stockholders AgreementSchedule 2B(ii) attached hereto), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (i) As The "CAPITALIZATION SCHEDULE" referenced in the Disclosure Letter accurately sets forth the following information with respect to the capitalization of Holdings as of the Initial Closing and immediately thereafter: (as 1) the authorized capital stock of Holdings, (2) the number of shares of each class of capital stock issued and outstanding, (3) the name of each holder of capital stock and the amount of stock owned by each such term is defined in holder and (4) with respect to all outstanding options and rights to acquire the Merger Agreement)capital stock of Holdings: the holder, and the number of shares covered, and, where reasonably available, the Company exercise price and the expiration date. Immediately after the Initial Closing, Holdings shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to plans, except for the Warrants and except as contemplated by this Agreement, set forth on the other Exchange Agreements (as such term is defined CAPITALIZATION SCHEDULE referenced in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationDisclosure Letter. As of the ClosingInitial Closing and immediately thereafter, and except as set forth on the Company CAPITALIZATION SCHEDULE referenced in the Disclosure Letter, neither Holdings nor any Subsidiary shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Holdings' capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, indicated on the other Exchange Agreements (as such term is defined CAPITALIZATION SCHEDULE referenced in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationDisclosure Letter. As of the ClosingInitial Closing and immediately thereafter, all of the outstanding shares of the Company’s capital stock of Holdings shall be validly issued, fully paid and nonassessable and the capital stock issuable directly or indirectly upon exercise of the Warrants will, when issued, be duly authorized and validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledgeknowledge of Holdings, contractual stockholders preemptive rights or rights of refusal with respect applicable to the issuance of the Rollover Stock hereunder, except as expressly contemplated in Securities hereunder or the Stockholders Agreement issuance of capital stock upon the direct or provided in the Purchase Agreement. Based in part on the investment representations indirect exercise of the Investor in Section 4 Warrants. Neither Holdings nor any of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company its Subsidiaries has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, stock to any institutional or other material investor and the offer, sale and issuance of the Rollover Stock Securities hereunder and the issuance of the capital stock upon the direct or indirect exercise of the Warrants do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s Holdings' knowledge, there are no currently operative agreements between the Company’s stockholders of Holdings with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairsHoldings, except for this Agreement, as set forth on the other Exchange Agreements (as such term is defined "STOCKHOLDER AGREEMENT SCHEDULE" referenced in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration AgreementDisclosure Letter.

Capital Stock and Related Matters. As of the date hereof and immediately prior to giving effect to the transactions contemplated hereby, the authorized capital stock of the Company consists of 75,000,000 shares of Class A Common Stock, of which 24,525,134 shares are issued and outstanding and are held of record by the Persons set forth on the attached Capitalization Schedule (free and clear of all Liens resulting from any agreement or other action of the Company, except as set forth on the Capitalization Schedule); and 7,500,000 shares of Class B Common Stock, of which 2,635,000 shares are issued and outstanding and are held of record by the Persons set forth on the Capitalization Schedule (free and clear of all Liens resulting from any agreement or other action of the Company, except as set forth on the Capitalization Schedule). Except as set forth in the immediately preceding sentence or on the Capitalization Schedule and immediately prior to giving effect to the transactions contemplated hereby, the Company does not have and as of the Closing Date will not have outstanding (i) As of the Closing (as such term is defined in the Merger Agreement), the Company shall not have outstanding any capital stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding (ii) any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or (iii) any stock appreciation rights or phantom stock plans other than pursuant to and plans. Except as contemplated by this Agreement, set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the ClosingCapitalization Schedule, the Company shall is not be subject to any right or obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except other than as expressly provided in this Agreement and, as of the Closing Date, pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. There will be no anti-dilution adjustments as a result of the consummation of the transactions contemplated hereby. As of the Closingdate hereof and as of the Closing Date and immediately thereafter, all of the outstanding shares of the Company’s capital stock are or shall be validly issued, fully paid and nonassessable. (i) Upon consummation of the transactions contemplated hereunder to occur at the Closing or on such other date as contemplated by paragraph 1B, the authorized capital stock of the Company will consist of 75,000,000 shares of Class A Common Stock, of which 24,525,134 shares will be issued and outstanding, of which 2,871,307 will be reserved for issuance or issuable pursuant to options granted under the Existing Plans as of the date hereof, of which 1,434,595 will be reserved for issuance or issuable pursuant to options that may be granted under Existing Plans after the date hereof and 32,000 of which will be reserved for issuance or are issuable pursuant to outstanding warrants issued by the Company prior to the date hereof; 7,500,000 shares of Class B Common Stock, of which 2,635,000 shares will be issued and outstanding; and 200,000 shares of Preferred Stock, of which 134,000 shares will be issued and outstanding, in each case free and clear of all Liens resulting from any agreement or other action of the Company, except as set forth on the Capitalization Schedule or created pursuant to this Agreement or any Other Transaction Agreement. Upon any conversion of the Preferred Stock in accordance with the Certificate of Incorporation, the Class A Common Stock into which the Preferred Stock will be converted will be duly and validly authorized and issued, fully paid, non-assessable and not subject to any preemptive rights. (ii) There Except as set forth on the Capitalization Schedule, immediately prior to giving effect to the transactions contemplated hereby, there are no statutory or, to the best of the Company’s knowledge, or contractual stockholders stockholder preemptive rights or rights of first refusal or other similar restrictions with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations any of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company’s capital stock. The Company has not violated any applicable federal or state securities laws in connection with the any past offer, sale or issuance of any of its capital stock, and Common Stock or the offer, sale and issuance of the Rollover Preferred Stock hereunder do not and will the issuance of the Preferred Stock does not require registration under the Securities Act or any applicable state securities laws. To Except as set forth on the best of Capitalization Schedule, immediately prior to giving effect to the Company’s knowledgetransactions contemplated hereby, there are no agreements between or understandings among the Company’s stockholders or among any other Persons with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreementgovernance.

Capital Stock and Related Matters. (i) As of the Closing and immediately thereafter, the authorized capital stock of MergerCo shall consist of 3,500,000 shares of Common Stock, of which 1,923,044 shares shall be issued and outstanding, and 40,000 shares of Preferred Stock, of which 25,680 shares shall be issued and outstanding. As of the Closing, MergerCo shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans. As of the Closing, MergerCo shall not be subject to any obligation (as such term is defined in contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to the Merger Agreement. As of the Closing, all of the outstanding shares of MergerCo's capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to MergerCo's knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Securities hereunder. MergerCo has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock. To MergerCo's knowledge, there are no agreements between MergerCo's stockholders with respect to the voting or transfer of MergerCo's capital stock except for the Merger Agreement. (iii) Immediately after the Merger (the "Effective Date"), the authorized capital stock of the Company shall consist of 5,000,000 shares of Class A Common Stock (the "Recapitalized Class A Stock"), of which 2,179,150 shares shall be issued and outstanding, 350,000 shares of Class B Common Stock (the "Recapitalized Class B Stock"), none of which shares shall be issued and outstanding, 600,000 shares of Class C Common Stock (the "Recapitalized Class C Stock"), none of which shares shall be issued and outstanding and 40,000 shares of Preferred Stock (the "Recapitalized Preferred Stock"), of which 29,100 shares shall be issued and outstanding. As of the Closing, the Company shall have outstanding rights or options to subscribe for or to purchase 67,395 shares of its Recapitalized Class A Stock and 900 shares of its Recapitalized Preferred Stock. Except as otherwise set forth in the immediately preceding sentence, as of the Effective Date the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporationplans. As of the ClosingEffective Date, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this the Merger Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the ClosingEffective Date, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (i) The authorized capital stock of the Company consists of 1,000 shares of Common Stock, par value $1.00 per share, all of which are issued and outstanding and owned beneficially and of record by Holding. As of the Closing (as such term is defined in the Merger Agreement)Closing, the Company and each Subsidiary shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and plans, except as contemplated by this Agreement, the other Exchange Agreements (as such term is defined set forth in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationEquity Agreements. As of the Closing, the Company and each Subsidiary shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all All of the outstanding shares of the Company’s 's and each Subsidiary's capital stock shall be are validly issued, fully paid and nonassessable. (ii) There Except as contemplated by this Agreement, there are no statutory or, to the best of the Company’s knowledge, or contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Purchaser Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Purchaser Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities lawslaws (assuming that the Purchaser's (iii) Holding is the record and beneficial owner and has good title to, the Existing Stock to be repurchased by the Company hereunder. To Immediately following the best Closing, Holding will have conveyed to the Company good title to all of such Existing Stock, free and clear of all Liens, claims and encumbrances of any nature whatsoever. The execution, delivery and performance of this Agreement by such Existing Stockholder does not conflict or result in a breach of any of the Company’s knowledgeterms or provisions of, there are no agreements between the Company’s stockholders with respect or constitute a default under, any material contract, agreement or instrument to the voting which such Existing Stockholder is a party or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as by which such term Existing Stockholder is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreementbound.

Capital Stock and Related Matters. (i) As of the Closing and immediately thereafter, the authorized capital stock of the Company shall be as set forth on the attached "Capitalization Schedule." The Company has reserved 7,000,000 shares of Common Stock for issuance upon conversion of the Preferred Stock . The Company has reserved 1,700,000 shares of its Common Stock for issuance pursuant to exercise of options granted under its 1998 Stock Option Plan (as such term the "Plan"), which is defined the only stock option, stock purchase or similar incentive or benefit plan currently in effect with respect to the Merger Agreement)Company. To date, the Company has issued options to acquire an aggregate of 1,663,500 shares of its Common Stock under the Plan, 193,500 of which have expired or been terminated and 10,000 of which have been exercised by the holders thereof to date. As of the Closing, the Company shall not have no outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options (contingent or otherwise) to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and plans, except as contemplated by this Agreement, set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. "Capitalization Schedule." As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, as set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationCapitalization Schedule. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (ii) There The Preferred Stock, when issued, sold and delivered in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable and issued in compliance with applicable federal and state securities laws, and the Underlying Common Stock has been duly and validly reserved and, when issued in compliance with the provisions of the Certificate, will be duly and validly issued and will be fully paid and nonassessable and issued in compliance with applicable federal and state securities laws, and such Preferred Stock and the Underlying Common Stock will be free and clear of any liens or encumbrances; provided, however, that the Preferred Stock and the Underlying Common Stock may be subject to restrictions on transfer under state and/or federal securities laws. (iii) Except as set forth on the attached "Capitalization Schedule," there are no statutory or, to the best of the Company’s knowledge, or contractual stockholders stockholders' preemptive rights or rights of refusal or similar rights with respect to the issuance of the Rollover Preferred Stock hereunder, except as expressly contemplated in hereunder or the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations issuance of the Investor in Section 4 Common Stock upon conversion of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Preferred Stock. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Preferred Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To Except as set forth on the "Capitalization Schedule," to the best of the Company’s 's knowledge, there are no agreements between the Company’s 's stockholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement, . There are no preemptive or similar rights under the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Company's Certificate of Incorporation and the Registration AgreementBylaws.

Capital Stock and Related Matters. 4.2.1 The authorized capital stock or other indicia of equity ownership (ithe “Equity Interests”) of each of the Transaction Parties as of the Closing Date is as set forth on the attached Capitalization Schedule. None of such Equity Interests constitutes “margin stock” within the meaning of any regulation, interpretation or ruling of the FRB, all as from time to time in effect. As of the Closing (as such term is defined Date, the Equity Interests of each of the Transaction Parties are owned by the stockholders in the Merger Agreement)amounts set forth on the attached Capitalization Schedule. No Equity Interests of each of the Transaction Parties, other than those described above, are issued and outstanding. As of the Company Closing, and except as set forth on the Capitalization Schedule, neither Parent, none of the Transaction Parties shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it any of them have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans plans, other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, Warrants and the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. Agreements. 4.2.2 As of the Closing, none of the Company Transaction Parties shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its their capital stock or limited liability company interests, as applicable, or any warrants, options or other rights to acquire its their capital stockstock or limited liability company interests, as applicable, except pursuant to this Agreement, the other Exchange Management Agreements and the Transaction Parties’ certificates or articles (as such term is defined in applicable) of incorporation and except as set forth on the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationCapitalization Schedule. As of the Closing, all issued and outstanding Equity Interests of the outstanding shares of the Company’s capital stock Transaction Parties shall be duly authorized, validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens other than those in favor of the Senior Lender, and all such Equity Interests shall have been issued in compliance with all applicable state and federal laws concerning the issuance of securities. (ii) 4.2.3 There are no statutory or, to the best of the Company’s Transaction Parties’ knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunderWarrant Units, except as expressly contemplated in the Stockholders Agreement Warrants or provided in the Purchase Agreement. Based in part on the investment representations issuance of the Investor in Section 4 Common Units issuable upon conversion of the Purchase Agreement and Warrant Units or upon exercise of the Exchanger in Section 1(c) hereof, the Company has Warrants. The Transaction Parties have not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stockstock or limited liability company interests, as applicable, and the offer, sale and issuance of the Rollover Stock hereunder Warrants do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s Transaction Parties’ knowledge, there are no agreements between among any of the Company’s Transaction Parties’ stockholders with respect to the voting or transfer of the Company’s Transaction Parties’ capital stock or limited liability company interests, as applicable, or with respect to any other aspect of the Company’s Transaction Parties’ affairs, except for this Agreement, as set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreementattached Capitalization Schedule.

Capital Stock and Related Matters. (ia) As of the Closing (as such term is defined in and immediately thereafter, the Merger Agreement)authorized, issued and outstanding and reserved capital stock of the Company shall not be as set forth on the attached "Capitalization Schedule." ----------------------- (b) As of the Closing, neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreementplans, except for the Preferred Stock, the other Exchange Agreements (Warrants and except as such term is defined in set forth on the Stockholders Agreement)Capitalization Schedule. The Capitalization Schedule accurately ----------------------- ----------------------- sets forth the following information with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the Purchase Agreementtype of security, the Management Purchase Agreements (as number of shares covered, the exercise price, the expiration date and whether such term is defined security vests upon a "change in the Stockholders Agreement) and the Company’s Certificate of Incorporationcontrol". As of the Closing, neither the Company nor any Subsidiary shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule and except ----------------------- pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate Certificates of IncorporationDesignation. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (iic) There are no statutory or, to the best of the Company’s 's knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Warrant Shares, the Warrants, or the Preferred Stock hereunder, except as expressly contemplated in or the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations issuance of the Investor in Section 4 Common Stock issuable upon conversion of the Purchase Agreement and Warrant Shares or the Preferred Stock or upon exercise of the Exchanger in Section 1(c) hereof, the Warrants. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Warrants and the Preferred Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s 's knowledge, there are no agreements between the Company’s 's stockholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement, as set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.Capitalization Schedule. -----------------------

Capital Stock and Related Matters. (ia) As of the Initial Closing (as such term is defined in and immediately thereafter, the Merger Agreement), authorized Capital Stock of the Company shall not consist of (i) 1,000,000 shares of preferred stock, 134,000 of which shall be designated as Class A Preferred and (ii) 100,000,000 shares of Common Stock, of which 11,529,094 shares shall be issued and outstanding and 13,400,000 shares shall be reserved for issuance upon conversion of the Preferred Stock. As of the Initial Closing, neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock Capital Stock or other equity securities or containing any profit participation features, nor shall it have outstanding any warrants, options or other rights or options to subscribe for or to purchase its capital stock Capital Stock or other equity securities or any stock or securities convertible into or exchangeable for its capital stock Capital Stock or other equity securities or any stock appreciation rights or phantom stock plans plans, except for the Preferred Stock issued to Purchaser and except as set forth on the attached Capitalization Schedule. The Capitalization Schedule accurately sets forth the following information with respect to all outstanding warrants, options and other than pursuant rights to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and acquire the Company’s Certificate Capital Stock and other equity securities: the holder, the number of Incorporationshares covered, the issuance date, the exercise price, any applicable vesting schedule and the expiration date. As of the Initial Closing, neither the Company nor any Subsidiary shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock Capital Stock or other equity securities or any warrants, options or other rights to acquire its capital stockCapital Stock or other equity securities, except as set forth on the Capitalization Schedule and except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationDesignation with respect to the Preferred Stock. As of the Initial Closing, all of the outstanding shares of the Company’s capital stock Capital Stock shall be validly issued, fully paid and nonassessablenonassessable and shall be free and clear of any Lien (other than pursuant to the Transaction Agreements), and the Common Stock issuable upon conversion of the Preferred Stock has been duly and validly authorized and reserved for issuance and, when issued in compliance with the provisions of the Certificate of Designation, shall be validly issued, fully paid and nonassessable and shall be free and clear of any Lien (other than pursuant to the Transaction Agreements); provided that the Company’s Capital Stock shall be subject to restrictions on transfer under applicable state and/or federal securities Laws. The Capitalization Schedule accurately sets forth the Closing Price of the Common Stock as of the Trading Day immediately prior to the date of this Agreement. (iib) There are no statutory or, to the best of the Company’s knowledge, or contractual stockholders stockholders’ preemptive rights or rights of refusal with respect to the issuance of the Rollover Preferred Stock hereunder, except as expressly contemplated in hereunder or the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations issuance of the Investor in Section 4 Common Stock upon conversion of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Preferred Stock. The Company has not violated any applicable federal or state securities laws Laws in connection with the offer, sale or issuance of any of its capital stockCapital Stock. The Company is not party to any agreement, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of to the Company’s knowledgeKnowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock Capital Stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration AgreementTransaction Agreements.

Capital Stock and Related Matters. (ia) As of the Closing (as such term is defined in the Merger Agreement)Date, the Company shall not have authorized Capital Stock of the the Borrower consists of the classes and numbers of shares set forth on Exhibit C attached hereto, of which the number of shares that are issued and outstanding and owned by the shareholders as of the Closing Date are listed on Exhibit C. As of the Closing Date, neither the Borrower nor any of its Subsidiaries has outstanding any stock or securities convertible or exchangeable for any shares of its capital stock Capital Stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its their capital stock or any stock appreciation rights or phantom stock plans other than pursuant plans, except for the Debenture and except as set forth on Exhibit C. Exhibit C accurately sets forth the following with respect to all outstanding options and as contemplated by this Agreementrights to acquire the Borrower's Capital Stock and each Subsidiary's capital stock: the holder, the other Exchange Agreements (as such term is defined in the Stockholders Agreement)number of shares covered, the Purchase Agreementexercise price, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporationexpiration date. As of the ClosingClosing Date, neither the Company Borrower nor any of its Subsidiaries shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire redeem any shares of its capital stock or any warrants, options options, or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (provided hereby or as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. set forth on Exhibit C. As of the ClosingClosing Date, all of the outstanding shares of the Company’s capital stock of the Borrower and each Subsidiary of the Borrower, including, without limitation, the Capital Stock, shall be validly issued, fully paid paid, and nonassessable. (iib) There Except as set forth on Exhibit C, there are no statutory or, to the best of the Company’s knowledge, or contractual stockholders shareholders' preemptive rights or rights of refusal with respect to the issuance of the Rollover Series B Common Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations upon conversion of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company Debenture. The Borrower has not violated any applicable federal or state securities laws in connection with the offer, sale sale, or issuance of any of its capital stockCapital Stock, and the offer, sale sale, and issuance of the Rollover Stock Conversion Shares hereunder upon conversion of the Debenture do not and will not require registration under the Securities Act or any applicable state securities laws. To the best Except as set forth on Exhibit C, there is no agreement among any shareholders of the Company’s knowledge, there are no agreements between the Company’s stockholders Borrower with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration AgreementBorrower's Capital Stock.

Capital Stock and Related Matters. (ia) As of the Closing (as such term is defined in date hereof, the Merger Agreement)authorized capital stock of the Company consists of 20,000,000 shares of $.02 par value Common Stock, of which 15,133,955 shares shall be issued and outstanding after the issuance of the Shares hereunder, 10,000,000 shares of $1.00 par value Cumulative Preferred Stock, none of which are issued, and 10,000,000 shares of $1.00 par value Non- Cumulative Preferred Stock, none of which are issued. There are 926,800 shares of Common Stock reserved for issuance upon exercise of the stock options granted by the Company and outstanding warrants of the Company. As of the date hereof, the Company shall not have has no outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have any outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and plans, except as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporationset forth above. As of the Closingdate hereof, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing/Page date hereof, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (iib) There are no statutory or, to the best of the Company’s knowledge, or contractual stockholders shareholders' preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock Shares hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock Shares hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To Except as set forth on the best of the Company’s knowledgeCapitalization Schedule, there are no agreements between among the Company’s stockholders 's shareholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreementstock.

Capital Stock and Related Matters. (i) As of the Closing (as such term is defined in and after giving effect to the Merger transactions contemplated by this Agreement and the transactions contemplated by the Acquisition Agreement), the authorized capital stock of the Company shall not consist of (a) 40,000 shares of Preferred Stock, of which 37,432.710 shares shall be issued and outstanding, and (b) 13,000,000 shares of Common Stock, of which 10,023,750 shares shall be issued and outstanding and 2,500,000 of which shall be reserved for issuance upon exercise of stock options to be issued under the Stock Option Plan. As of the Closing, neither the Company nor any of its Subsidiaries shall have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to plans, except for the Common Stock and except for any options issued under the Stock Option Plan as contemplated by this Agreement, of the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationClosing. As of the Closing, neither the Company nor any of its Subsidiaries shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth in the Certificate of Incorporation and except pursuant to this Agreement, any rights exercised by the other Exchange Agreements (as such term is defined in Company pursuant to the Stockholders Agreement), Agreement or the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationExecutive Stock Agreements. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, or contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Preferred Stock or Common Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Preferred Stock and Common Stock hereunder do not and will does not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (ia) As of the Closing and immediately thereafter, the authorized capital stock of the Company shall consist of (a) 5,000,000 shares of preferred stock, 1,142,857 shares of which have been designated as such term is defined in Series A Preferred Stock, 1,000,000 shares of which have been designated as Series B Preferred Stock and 1,384,615 shares of which have been designated as Series C Preferred Stock, and (b) 20,000,000 shares of Common Stock. As of the Merger Agreement)Closing, the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation featuresstock, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and except as contemplated by this Agreement, set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. attached "Capitalization Schedule." As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrantsstock, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule or pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate 's articles of Incorporationincorporation. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (iib) There are no statutory or, to the best of the Company’s knowledge, or contractual stockholders shareholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Preferred Stock hereunder, except as expressly contemplated in hereunder or the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations issuance of the Investor in Section 4 Common Stock upon conversion of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Preferred Stock. The Company has not violated any complied with all applicable federal or and state securities laws in connection with the offer, sale or and issuance of any of its capital stock, and assuming that the representations of the Purchasers made in Section 7.3 hereof are true, the offer, sale and issuance of the Rollover Preferred Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To Except as contemplated by this Agreement and the best of the Company’s knowledgeRelated Agreements, there are no agreements between the Company’s stockholders 's shareholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, 's affairs other than (a) the other Exchange Agreements (rights of the holders of the Company's Series A Preferred Stock as such term is defined set forth in the Stockholders Agreement)Company's articles of incorporation and (b) Shareholders Agreement dated September 1, the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) 1997 among certain shareholders and the Registration AgreementCompany.

Capital Stock and Related Matters. (i) As of the Closing (as such term is defined in and immediately thereafter, the Merger Agreement), authorized capital stock of the Company shall not consist of (a) 20,000,000 shares of preferred stock, of which 260,000 shares shall be designated as Preferred Stock and 250,000 shares have been designated as Series A Preferred Stock, of which 70,453 shares of Series A Preferred Stock are issued and outstanding, and (b) 100,000,000 shares of Common Stock, of which 4,459,744 are issued and outstanding and 2,500,001 shares shall be reserved for issuance upon conversion of the Preferred Stock. As of the Closing, neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and plans, except as contemplated by this Agreement, set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. attached "Capitalization Schedule." As of the Closing, neither the Company nor any Subsidiary shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, or contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Preferred Stock hereunder, except as expressly contemplated in hereunder or the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations issuance of the Investor in Section 4 Common Stock upon conversion of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Preferred Stock. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Preferred Stock hereunder do not and will does not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.state

Capital Stock and Related Matters. (i) As of the Closing (as such term is defined in and immediately thereafter, the Merger Agreement), authorized capital stock of the Company shall not consist of (a) 20,000,000 shares of preferred stock, of which 2,100,000 shares shall be designated as Preferred Stock, of which 2,100,000 shares are issued and outstanding, and (b) 50,000,000 shares of Common Stock, of which 8,000,000 are issued and outstanding and 2,100,000 shares shall be reserved for issuance upon conversion of the Preferred Stock and 2,000,000 shall be reserved for issuance upon exercise of outstanding options to purchase Common Stock. As of the Closing, neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and plans, except as contemplated by this Agreement, set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. attached "Capitalization Schedule." As of the Closing, neither the Company nor any Subsidiary shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, or contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Preferred Stock hereunder, except as expressly contemplated in hereunder or the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations issuance of the Investor in Section 4 Common Stock upon conversion of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Preferred Stock. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Preferred Stock hereunder do not and will does not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s 's knowledge, there are no agreements between the Company’s stockholders 's shareholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreementstock.

Capital Stock and Related Matters. (ia) As of the Closing (as such term is defined in and immediately thereafter, the Merger Agreement)authorized, issued and outstanding and reserved capital stock of the Company shall not be as set forth on the attached "Capitalization Schedule." (b) As of the Closing, neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreementplans, except for the Preferred Stock, the other Exchange Agreements (Warrants and except as such term is defined in set forth on the Stockholders Agreement)Capitalization Schedule. The Capitalization Schedule accurately sets forth the following information with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the Purchase Agreementtype of security, the Management Purchase Agreements (as number of shares covered, the exercise price, the expiration date and whether such term is defined security vests upon a "change in the Stockholders Agreement) and the Company’s Certificate of Incorporationcontrol". As of the Closing, neither the Company nor any Subsidiary shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule and except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate Certificates of IncorporationDesignation. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (iic) There are no statutory or, to the best of the Company’s 's knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Warrant Shares, the Warrants, or the Preferred Stock hereunder, except as expressly contemplated in or the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations issuance of the Investor in Section 4 Common Stock issuable upon conversion of the Purchase Agreement and Warrant Shares or the Preferred Stock or upon exercise of the Exchanger in Section 1(c) hereof, the Warrants. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Warrants and the Preferred Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s 's knowledge, there are no agreements between the Company’s 's stockholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement, as set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration AgreementCapitalization Schedule.

Capital Stock and Related Matters. (i) As of October 6, 2006, the Closing authorized capital stock of the Company consists of (a) 10,000,000 shares of preferred stock, of which 5,000,000 shares are designated as such term is defined Series A Cumulative Redeemable Preferred Stock (all of which are issued and outstanding), and (b) 100,000,000 shares of Common Stock, of which 41,329,705 shares are issued and outstanding and 500,000 shares are reserved under the Permitted Stock Plans (of which options for 500,000 shares of Common Stock have been granted). Except as set forth above or as disclosed in the Merger Agreement)Company SEC Reports, neither the Company shall not have nor any Subsidiary has outstanding any stock or securities convertible into or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall does it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporationplans. As of the Closing, Neither the Company shall not be nor any Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, stock except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Articles of Amendment and the Company’s Certificate of IncorporationRestatement. As of the Closing, all All of the outstanding shares of the Company’s capital stock shall be are validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledgeKnowledge, contractual stockholders shareholders’ preemptive rights or rights of refusal with respect to the issuance or sale of the Rollover Common Stock hereunder. The Company has complied with all applicable federal or state securities laws in connection with the offer, sale and issuance of the Common Stock hereunder, except and such offer, issuance and sale do not require registration under the Securities Act or any applicable state securities laws. Except such as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereofwould not reasonably be expected to have a Material Adverse Effect, the Company has not violated any complied with all applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and . Except as disclosed in the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledgeCompany SEC Reports, there are no agreements between the Company and any of its shareholders or, to the Company’s stockholders Knowledge, among any of the Company’s shareholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (i) As of the Initial Closing (as such term is defined in the Merger Agreement)hereunder, the authorized capital stock of the Company shall not have outstanding any stock or securities convertible or exchangeable for any consists of 200,000,000 shares of its capital stock or containing any profit participation featuresCommon Stock, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to of which 25,785,017.42 shares will be issued and as contemplated by this Agreementoutstanding, the other Exchange Agreements (as such term is defined in the Stockholders Agreement)200,000,000 shares of Series C Preferred, the Purchase Agreementof which 208,910.67 shares will be issued and outstanding, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) 200,000,000 shares of Series D Preferred, none of which shares will be issued and the Company’s Certificate outstanding, 250,000 shares of IncorporationSeries E Preferred, none of which shares will be issued and outstanding, and 70,000 shares of Series F Preferred, of which 10,375 shares will be issued and outstanding. As of the Initial Closing, all of the issued and outstanding shares of stock will have been duly authorized, validly issued, fully paid and non-assessable, and not subject to, or issued in violation of, any preemptive rights or rights of first refusal. Except as set forth on the Capitalization Schedule, there are no outstanding or authorized options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which Issuer is a party or which are binding upon the Company providing for the issuance, disposition or acquisition of any appreciation, phantom stock or similar rights with respect to the Company. To the Company's knowledge, there are no voting trusts, proxies or any other agreements or understandings with respect to the voting of the capital stock of the Company, except pursuant to the Investor Rights Agreement. As of the Initial Closing, the Company shall will not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock equity securities or any warrants, options options, or other rights to acquire its capital stockequity securities, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined set forth in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate Amended Articles of Incorporation. As of the Closing, all of the outstanding shares of the Company’s capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s 's knowledge, contractual stockholders security holders' preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated set forth in the Stockholders Agreement or provided in the Purchase Investor Rights Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the The Company has not violated any applicable federal or state securities laws in connection with the offer, sale sale, or issuance of any of its capital stocksecurities, and the offer, sale sale, and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (i) As of the date hereof, the authorized capital stock of the Company consists of 25,000,000 shares of Common Stock, of which 5,426,776 shares are issued and outstanding and are held by the Sellers as set forth on the attached CAPITALIZATION SCHEDULE, and 10,000,000 shares of preferred stock, of which 1,839,938 shares (the "EXISTING PREFERRED") are issued and outstanding and are held by the Sellers as set forth on the attached CAPITALIZATION SCHEDULE (the "EXISTING PREFERRED HOLDERS"). As of the Closing and immediately thereafter, the authorized capital stock of the Company shall consist of (a) 10,000,000 shares of preferred stock, of which 2,554,977 shares shall be designated as such term is defined Series A Convertible Preferred Stock and (b) 25,000,000 shares of Common Stock. Except as set forth in the Merger Agreement)immediately preceding sentence and except as set forth in the CAPITALIZATION SCHEDULE, the Company shall does not have and as of the Closing Date will not have authorized or outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights (whether contract rights or otherwise) or options to subscribe for or to purchase or otherwise acquire its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term plans. The Company is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except other than as expressly set forth on the CAPITALIZATION SCHEDULE and, as of the Closing, pursuant to this Agreement, the other Exchange Agreements (as such term is defined in Certificate of Incorporation and the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closingdate hereof and as of the Closing and immediately thereafter, all of the outstanding shares of the Company’s 's capital stock are or shall be validly issued, fully paid and nonassessable. The attached CAPITALIZATION SCHEDULE accurately sets forth the following information with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the number of shares covered, the exercise price and the expiration date. Except as set forth on the CAPITALIZATION SCHEDULE, none of the Company's outstanding stock options provide for accelerated vesting upon the consummation of an initial public offering or a sale or change of control of the Company. (ii) There Except as set forth on the CAPITALIZATION SCHEDULE, there are no statutory or, to the best of the Company’s knowledge, or contractual stockholders stockholder preemptive rights or rights of first refusal or other similar restrictions with respect to the issuance of the Rollover Preferred Stock hereunder, except as expressly contemplated in hereunder or the Stockholders Agreement or provided in issuance of any Common Stock upon the Purchase Agreement. Based in part on the investment representations conversion of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereofPreferred Stock. To its Knowledge, the Company has not violated any applicable federal or state securities laws Laws in connection with the offer, sale or issuance of any of its capital stockstock and, assuming in part the accuracy of the Purchasers' representations and warranties set forth in Paragraph 7 below, the offer, sale and issuance of the Rollover Preferred Stock hereunder do not and will the issuance of Common Stock upon the conversion of the Preferred Stock does not require registration under the Securities Act or any applicable state securities lawsLaws. To Except as set forth on the best of CAPITALIZATION SCHEDULE, and except for the Stockholders Agreement and the Investor Rights Agreement to be executed and delivered at the Closing, to the Company’s knowledge, 's Knowledge there are no agreements or understandings between the Company’s 's stockholders or among any other Person with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement's governance.

Capital Stock and Related Matters. (i) As of the Closing (as such term is defined in and immediately thereafter, the Merger Agreement), authorized capital stock of the Company shall not consist of 25,000,000 shares of Common Stock, of which 9,165,604 shares shall be issued and outstanding and 877,193 shares shall be reserved for issuance upon conversion of the Note or exercise of the Warrant. As of the Closing, neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant plans, except for the Note and the Warrant and except as set forth on the attached "Capitalization Schedule." The Capitalization Schedule accurately sets forth the following information with respect to all outstanding options and as contemplated by this Agreementrights to acquire the Company's capital stock: the holder, the other Exchange Agreements (as such term is defined in the Stockholders Agreement)number of shares covered, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) exercise price and the Company’s Certificate of Incorporationexpiration date. As of the Closing, neither the Company nor any Subsidiary shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, as set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationCapitalization Schedule. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s 's knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in Note or the Stockholders Agreement Warrant hereunder or provided in the Purchase Agreement. Based in part on the investment representations issuance of the Investor in Section 4 Common Stock upon conversion of the Purchase Agreement and Note or upon exercise of the Exchanger in Section 1(c) hereof, the Warrant. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock Note or the Warrant hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s 's knowledge, there are no agreements between the Company’s 's stockholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (i) 4.2.1. As of the Closing (as such term is defined in and immediately thereafter, the Merger Agreement)authorized, issued and outstanding and reserved capital stock of the Company shall not be as set forth on the attached "Capitalization Schedule." As of the Closing, neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreementplans, except for the Preferred Stock, the other Exchange Agreements (Warrants and except as such term is defined in set forth on the Stockholders Agreement)attached Capitalization Schedule. The Capitalization Schedule accurately sets forth the following information with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the Purchase Agreementtype of security, the Management Purchase Agreements (as such term is defined in number of shares covered, the Stockholders Agreement) exercise price and the Company’s Certificate of Incorporationexpiration date. As of the Closing, neither the Company nor any Subsidiary shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule and except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate Certificates of IncorporationDesignation. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (ii) 4.2.2. There are no statutory or, to the best of the Company’s 's knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Warrant Shares, the Warrants, or the Purchased Preferred or the issuance of the Common Stock hereunder, except as expressly contemplated in issuable upon conversion of the Stockholders Agreement Warrant Shares or provided in the Purchase Agreement. Based in part on the investment representations Preferred or upon exercise of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Warrants. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder Warrants and the Purchased Preferred do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s 's knowledge, there are no agreements between the Company’s 's stockholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement, as set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration AgreementCapitalization Schedule.

Capital Stock and Related Matters. (i) As of the Closing (date hereof and, except as such term is defined in expressly contemplated by this Agreement, as of the Merger Agreement)Closing, the "Capitalization Schedule" correctly sets forth the authorized and outstanding capital stock of the Company and the name and number of shares of capital stock held by each stockholder of the Company. As of the Closing, except as set forth on the Capitalization Schedule, neither the Company nor any Subsidiary shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporationrights. As of the Closing, neither the Company nor any Subsidiary shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or stock, any warrants, options or other rights to acquire its capital stock, or any obligation to make any payments with respect to any profit participation features of any of its capital stock, carried interest rights, stock appreciation rights, phantom stock rights or similar rights, except as set forth on the Capitalization Schedule and except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) Certificate of Incorporation and the Company’s Certificate of IncorporationExecutive Option Agreements. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (ii) There Except as set forth in the Company's Certificate of Incorporation, as of the date hereof, there are no statutory or, to the best of the Company’s 's knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Common Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s 's knowledge, there are no agreements between the Company’s 's stockholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement. (iii) As of the Closing, upon the delivery thereof, all of the Company Shares shall be validly issued, fully paid and nonassessable and free and clear of any claims, liens, encumbrances, security interests, options, participation rights, appreciation rights, carried interest obligations, charges and restrictions of any kind ("Adverse Claims"), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (i) As The attached CAPITALIZATION SCHEDULE sets forth the authorized capital stock of the Closing Company, the name of each Person holding any such capital stock (including any options, warrants or other rights to purchase any equity securities or capital stock) and any securities convertible or exchangeable into any equity securities or capital stock of the Company and the amount and type of such securities held by such Persons as such term is defined of the date hereof. Except as set forth in the Merger Agreement)CAPITALIZATION SCHEDULE, as of the Closing, the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Management Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate Redemption Option Agreement between the Company and Arbor Intelligent Systems, Inc. dated as of IncorporationMarch 12, 1998 (the "REDEMPTION OPTION AGREEMENT"). As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Put Agreement), the Purchase AIS Agreement, the Common Stock Repurchase Agreement, the FMC Professional Services Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s 's Second Restated Certificate of Incorporation, as amended and restated pursuant to EXHIBIT B hereof, or except as set forth in the CAPITALIZATION SCHEDULE. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessablenonassessable and were not issued in violation of any statutory or contractual preemptive rights or similar restrictions. (ii) There are no statutory or, to the best of the Company’s knowledge's Knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunderhereunder or the issuance of the Stock pursuant to Section 1B hereof, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreementherein. Based in part on the investment representations of the Investor Purchasers in Section 4 of the Purchase Agreement 6F and Section 6G hereof and of the Exchanger Executives in Section 1(c) hereofthe Management Agreements, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder and pursuant to Section 1B hereof do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge's Knowledge, there are no agreements between the Company’s 's stockholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Put Agreement, the AIS Agreement, the Common Stock Repurchase Agreement, the FMC Professional Services Agreement, the Management Purchase Agreements (as such term is defined in Agreements, the Stockholders Agreement) Redemption Option Agreement and the Registration AgreementSubscription Agreements dated February 10, 1998 between the Company and each of ▇▇▇ ▇. ▇▇▇▇▇ and FMC that will be amended as of the Closing.

Capital Stock and Related Matters. (i) As of the Closing (and immediately thereafter, the authorized capital stock of the Company shall be as such term is defined in stated on the Merger Agreement)attached "Capitalization Schedule". As of the Closing, the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights rights, warrants or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant plans, except for the Warrant, and except as set forth on the attached Capitalization Schedule." The Capitalization Schedule accurately sets forth the following information with respect to all outstanding options and as contemplated by this Agreementrights to acquire the Company's capital stock: the holder, the other Exchange Agreements (as such term is defined in the Stockholders Agreement)number of shares covered, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) exercise price and the Company’s Certificate of Incorporationexpiration date. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, as set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationCapitalization Schedule. As of the Closing, all of the outstanding shares of the Company’s 's capital stock shall be validly issued, fully paid and nonassessable. (ii) There Except for those rights contained in any Stock Purchase Agreements, the Company's Amended and Restated Articles of Incorporation, and those contained in any Stockholders Agreements (which rights have been waived), there are no statutory or, to the best of the Company’s 's knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations Warrant hereunder of the Investor in Section 4 issuance of the Purchase Agreement and Warrant Shares upon exercise of the Exchanger in Section 1(c) hereof, the Warrant. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock Warrant hereunder do not and will does not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s 's knowledge, there are no agreements between the Company’s Company and its stockholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management any Stock Purchase Agreements (as such term is defined in and any Stockholders Agreement identified on the Stockholders Agreement) and the Registration Agreementattached "Capitalization Schedule."

Capital Stock and Related Matters. (i) 5.2.1 As of the Closing (as such term is defined in and immediately thereafter, the Merger Agreement), authorized capital stock of the Company shall not consist of (a) 5,000,000 shares of preferred stock, of which 1,777,778 shares shall be designated as Series A Preferred, and (b) 10,000,000 shares of Common Stock, of which 6,984,141 shares shall be issued and outstanding and 1,833,333 shares shall be reserved for issuance upon conversion of the Preferred Stock and exercise of the Warrants. As of the Closing, neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing con taining any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant plans, except for the Preferred Stock and except as set forth on the attached "Capitalization Schedule." The Capitalization Schedule accurately sets forth the following information with respect to all outstanding options and as contemplated by this Agreementrights to acquire the Company's capital stock: the holder, the other Exchange Agreements (as such term is defined in the Stockholders Agreement)number of shares covered, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) exercise price and the Company’s Certificate of Incorporationexpiration date. As of the Closing, neither the Company nor any Subsidiary shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, as set forth on the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationCapitalization Schedule. As of the ClosingClosing and upon payment of the purchase price for the Series A Preferred, all of the outstanding shares of the Company’s 's capital stock stock, including the Series A Preferred and Common Stock issuable upon conversion thereof, shall be validly issued, fully paid and nonassessable. (ii) 5.2.2 There are no statutory or, to the best of the Company’s 's knowledge, contractual stockholders shareholders' preemptive rights or rights of refusal with respect to the issuance of the Rollover Preferred Stock hereunder, except as expressly contemplated in or the Stockholders Agreement Warrants hereunder or provided in the Purchase Agreement. Based in part on the investment representations issuance of the Investor in Section 4 Common Stock upon conversion of the Purchase Agreement and Preferred Stock or upon exercise of the Exchanger in Section 1(c) hereof, the Warrants. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Preferred Stock hereunder or the Warrants hereunder, and the issuance of Common Stock upon conversion of the Series A Preferred or upon exercise of the Warrants, do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s 's knowledge, there are no agreements between the Company’s stockholders 's shareholders with respect to the voting or transfer of the Company’s 's capital stock or with respect to any other aspect of the Company’s 's affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

Capital Stock and Related Matters. (i) As of the Closing (as such term is defined in and after giving effect to the Merger transactions contemplated by this Agreement), the Company authorized capital stock of Acquisition shall not consist of (a) 175,000 shares of Preferred Stock, 88,456.70 of which shall be issued and outstanding and (b) 1,500,000 shares of Common Stock, 175,471.66 of which shall be issued and outstanding. As of the Closing, neither Acquisition nor any of its subsidiaries shall have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreementplans, except for the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of IncorporationAcquisition Stock. As of the Closing, the Company neither Acquisition nor any of its Subsidiaries shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined set forth in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate Articles of Incorporation. As of the Closing, all of the outstanding shares of the Company’s Acquisition's capital stock shall be validly issued, fully paid and nonassessable and the Common Stock to be issued upon the conversion of the Preferred Stock in accordance with the terms of the Articles of Incorporation shall, upon such issuance, be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, or contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Acquisition Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company Acquisition has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Acquisition Stock hereunder do not and will does not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there There are no agreements between the Company’s Acquisition's stockholders with respect to the voting or transfer of the Company’s Acquisition's capital stock or with respect to any other aspect of the Company’s Acquisition's affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.