Common use of Capital Stock and Related Matters Clause in Contracts

Capital Stock and Related Matters. (a) As of the Closing, the authorized capital stock of the Company shall consist of (i) 15,000,000 shares of Common Stock, of which 1,854,692 shares shall be issued and outstanding, and 1,197,914 shares shall be reserved for issuance upon exercise of the Warrants, (ii) 52,500 shares of Series A Preferred, all of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreement. As of the Closing, all of the outstanding shares of the Company's Common Stock shall be validly issued, fully paid and nonassessable, and upon payment for the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULE, the Company shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Stock, except pursuant to the Stockholders Agreement and the Warrants. (c) There are no statutory or contractual stockholders' preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, the issuance of Common Stock upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder Agreement. The Company has not violated any applicable Securities Laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants do not and will not require registration under any applicable Securities Laws. There are no proxies or agreements among the stockholders of the Company with respect to the voting or transfer of the Stock or with respect to any other aspect of Company's affairs, except this Agreement, the Stockholders Agreement and the Registration Agreement.

Capital Stock and Related Matters. (a) As of the Closingdate of this Agreement and immediately thereafter, the authorized capital stock of the Company HI shall consist of (ia) 15,000,000 147,000 shares of Class A Preferred Stock, all of which is duly authorized and validly issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common Stock, of which 1,854,692 shares 10,990,924 shall be duly authorized and validly issued and outstandingoutstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 1,197,914 shares 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid, as of the Warrantsdate of this Agreement, HI shall not have outstanding any stock, investment rights, options, or securities convertible, exercisable, or exchangeable for (iior any agreements under which HI is or may become obligated to issue, sell, or transfer) 52,500 any shares of Series A Preferredits capital stock or containing any profit participation features, all of which nor shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be reserved it have outstanding any rights or options to subscribe for issuance or to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved purchase its capital stock or any stock or securities convertible into or exchangeable for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreementits capital stock. As of the Closingdate of this Agreement, all of the outstanding shares of the CompanyHI's Common Stock capital stock shall be validly issued, fully paid and nonassessablepaid, and upon payment for the Series A Preferred nonassessable and the Closing hereunder, were issued in compliance with all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid applicable state and nonassessable. (b) As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULE, the Company shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Stock, except pursuant to the Stockholders Agreement and the Warrants. (c) federal securities laws. There are no statutory or contractual stockholders' stockholder's preemptive rights or rights of first offer or refusal refusal, with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, the issuance of Shares or Underlying Common Stock upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided which have not been effectively waived in the Stockholder Agreementwriting. The Company HI has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale sale, or issuance of any the Shares, and assuming the accuracy of its Stock; the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale sale, and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants Shares hereunder do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There are no proxies or agreements among All the stockholders rights, preferences, privileges and restrictions of the Company with respect Shares are set forth in the Transaction Documents. No equity securities or rights to the voting purchase equity securities provides for acceleration or transfer other changes in vesting provisions or other terms governing such securities as a result of the Stock a Public Offering, merger, consolidation, change of control or with respect to any other aspect sale of Company's affairs, assets except this Agreement, the Stockholders Agreement and the Registration Agreementas described on Schedule 5.3.

Capital Stock and Related Matters. (ai) As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company Premier shall consist of (i) 15,000,000 twenty million (20,000,000) shares of Common Stockpreferred stock, par value $.10 per share, of which 1,854,692 zero (0) shares shall be issued and outstanding and (ii) eight hundred fifty million (850,000,000) shares of common stock, par value $.002 per share (referred to herein as Premier's common stock), of which one million seven hundred seventy-five thousand twenty-five (1,775,025) shares shall be issued and outstanding, and 1,197,914 shares the Stock shall be reserved for issuance upon exercise constitute nineteen and nine tenths percent (19.9%) of the Warrants, (ii) 52,500 then issued and outstanding shares of Series A Preferred, all of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase AgreementPremier's common stock. As of Upon the Closing, all of the outstanding shares of the Company's Common Stock shall be validly issued, fully paid and nonassessable, and upon payment for capital stock (including the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred Stock) shall be validly issued, fully paid and nonassessable. (bii) As Except for Premier's Class A Warrants, Incentive Stock Options, Non-Plan Options (referred to in (iii) below) and agreements to issue no more than twenty-five thousand (25,000) shares of common stock, as of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULE, the Company (a) Premier shall not have outstanding any Stock stock, debt instrument or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, (b) Premier shall not have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock appreciation or phantom stock securities convertible into or exchangeable for its capital stock, (c) there shall be no anti-dilution or registration rights or plans to which any holder of securities of Premier is entitled and (d) Premier shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, except pursuant options or other rights to the Stockholders Agreement and the Warrantsacquire its capital stock. (ciii) As of the Closing and immediately thereafter (including after giving effect to the Incentive Stock Options under the Executive Employment Agreements (defined on Exhibit A), the number of shares of common stock underlying the Class A Warrants shall be 1,858,334, under the Incentive Stock Options shall be 350,000 and under the Non-Plan Options shall be 37,000, and the average exercise price of the outstanding Incentive Stock Options and the Non-Plan Options shall not exceed $2.05. (iv) There are no statutory or contractual stockholders' shareholders preemptive rights or rights of first offer refusal or refusal similar rights with respect to Premier's issuance and sale of the Stock hereunder or the issuance of common stock upon exercise or conversion of the Noteswarrants and convertible preferred stock to be issued pursuant to this Agreement, Series A Preferred the Management Services Agreement and the Warrants hereunder, the issuance of Common Second Stock upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder Purchase Agreement. The Company . (v) Premier has not violated violated, and has fully complied with, any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock (including, without limitation, the Stock; and ). To the offerbest of Premier's knowledge, sale and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants do not and will not require registration under any applicable Securities Laws. There there are no proxies or agreements among the stockholders of the Company between its shareholders with respect to the voting or transfer of the Stock Premier's capital stock or with respect to any other aspect of Company's its affairs. (vi) Premier has not granted any appreciation rights, except this Agreementphantom rights or other rights or interests having profit participation or other equity features or providing economic incentives or benefits based upon the income or other measure of performance of Premier or any distribution on, the Stockholders Agreement and the Registration Agreementtransaction involving or valuation of any capital stock of Premier.

Capital Stock and Related Matters. (a) i. As of the Closingdate of this Agreement, the authorized capital stock of the Company shall consist Telcom consists of (ia) 15,000,000 200,000 shares of Class A Common Stock, of which 1,854,692 99,726 shares shall be are issued and outstanding, ; and 1,197,914 shares shall be reserved for issuance upon exercise of the Warrants, (iib) 52,500 500,000 shares of Series A PreferredClass B Common Stock, all of which shall be 299,178 shares are issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreement. ii. As of the Closing, all Telcom will not have outstanding any stock or securities convertible or exchangeable into any shares of its stock or containing any profit participation features, nor will it have outstanding any 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, except as set forth in Section 4C of the outstanding shares of the Company's Common Stock shall be validly issued, fully paid and nonassessable, and upon payment for the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) Disclosure Letter. As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULE, the Company shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall Telcom will not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, except pursuant options, or other rights to the Stockholders Agreement and the Warrants. (c) There are no statutory or contractual stockholders' preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, the issuance of Common Stock upon exercise of the Warrants or with respect to any other issuance of Stock of the Company oracquire its stock, except as provided in the Stockholder Agreement. The Company has not violated any applicable Securities Laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance set forth on Section 4C of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance Disclosure Letter. As of the Common Stock upon exercise Closing and immediately thereafter, all of the Warrants do not outstanding shares of Telcom's stock shall be validly issued, fully paid and will not require registration under any applicable Securities Lawsnonassessable. iii. There are no proxies or agreements among the Telcom stockholders of the Company with respect to the voting or transfer of the Stock Telcom's capital stock, or with respect to any other aspect of CompanyTelcom's affairs, except this Agreementas set forth in Section 4C of the Disclosure Letter. iv. As of the Closing and immediately thereafter (assuming that the transactions contemplated herein have been completed and share issuances have been undertaken in the matter contemplated herein), the Stockholders Agreement authorized and issued capital stock of PCS Holdings will consist of (a) 125,000,000 shares of Class A Common Stock, of which no shares shall be issued and outstanding; (b) 75,000,000 shares of Class B common stock, of which 50,000,000 shares shall be issued and outstanding; and (c) 10,000,000 shares of preferred stock, of which no shares shall be issued and outstanding. As of the Registration AgreementClosing, PCS Holdings will not have outstanding any stock or securities convertible or exchangeable for any shares of its stock or contain any profit participation features, nor shall it have outstanding any rights, warrants, or options to subscribe for or to purchase its stock or any stock or securities convertible into or exchangeable for its stock or any stock appreciation rights or phantom stock plans, except as set forth in Section 4C of the Disclosure Letter. As of the Closing, PCS Holdings will not be subject to any obligation to repurchase or otherwise acquire or retire any shares of its stock or any warrants, options, or other rights to acquire its stock, except as set forth in Section 4C of the Disclosure Letter. As of the Closing and immediately thereafter, all of the outstanding shares of PCS Holdings stock shall be validly issued, fully paid and nonassessable. v. There are no agreements among PCS Holdings stockholders with respect to the voting or transfer of PCS Holdings' capital stock or with respect to any other aspect of PCS Holdings' affairs except as set forth herein or as set forth in Section 4C of the Disclosure Letter. vi. Except as set forth in Section 4C of the Disclosure Letter, Telcom owns all of the issued and outstanding shares of the capital stock of Percom. vii. Percom owns the full record and beneficial interest in the Telcom Shares, free and clear of all pledges, options, liens, security interests and encumbrances of any nature.

Capital Stock and Related Matters. (ai) As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company shall consist of (ia) 15,000,000 5,000,000 shares of Common Stockpreferred stock, of which 1,854,692 1,666,667 shares shall be designated as Series A Preferred (1,283,785 of which shall be issued and outstanding, and 1,197,914 shares 382,882 of which shall be reserved for issuance upon exercise the conversion of the Warrants, Series B Preferred) and 382,882 shares shall be designated as Series B Preferred (ii) 52,500 shares of Series A Preferred, all of which shall be issued and outstanding), and (iiib) 7,000 25,000,000 shares of Series B Junior PreferredCommon Stock, all of which 4,633,000 shares shall be issued and outstanding and 2,018,182 shares shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to upon conversion of the ▇▇▇▇▇▇▇▇ Purchase Agreement, and (iv) 6,250 shares Preferred Stock or exercise of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase AgreementWarrant. As of the Closing, all of neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of the Company's Common Stock its capital stock or containing any profit participation features, nor shall be validly issuedit 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, fully paid and nonassessable, and upon payment except for the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, Stock and except as set forth on the attached CAPITALIZATION SCHEDULE"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 number of shares covered, the exercise price and the expiration date. As of the Closing, neither the Company nor any Subsidiary shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital 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 the Stockholders Agreement Articles of Amendment and the WarrantsRestated Articles of Incorporation, as amended. As of the Closing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and nonassessable. (cii) There are no statutory or or, to the best of the Company's knowledge, contractual stockholders' preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and Stock or the Warrants hereunder, Warrant hereunder or the issuance of the Common Stock upon conversion of the Preferred Stock or upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder AgreementWarrant. The Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Common Preferred Stock upon exercise of or the Warrants Warrant hereunder do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There To the best of the Company's knowledge, there are no proxies or agreements among between the Company's stockholders of the Company with respect to the voting or transfer of the Stock Company's capital stock or with respect to any other aspect of the Company's affairs, except this Agreement, the Stockholders Agreement and the Registration Agreement.

Capital Stock and Related Matters. (a) As of the ClosingInitial Closing and immediately thereafter, the authorized capital stock of the Company shall consist of (i) 15,000,000 54,948,353 shares of Common Stock, of which 1,854,692 96,790 shares shall be issued and outstandingdesignated as Class A Preferred, and 1,197,914 shares 96,790 of which shall be reserved for issuance upon exercise to the Purchasers pursuant to SECTIONS 1B(b), 1C(b) AND 1D(b) hereof, and of the Warrants, which 54,851,563 shares shall be designated as Common Stock (ii) 52,500 shares of Series A Preferred, all 16,031,022 of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all 24,657,082 of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ the Purchasers pursuant to the ▇▇▇▇▇▇▇▇ Purchase AgreementSECTIONS 1B(b), and (iv1C(b) 6,250 shares of Series C PreferredAND 1D(b) hereof, all 13,176,129 of which shall be reserved for issuance issuances to GHI, SIC, SMHC, Geneve, and FIRC the Executives pursuant to the Share Option Purchase AgreementSenior Management Agreements and 987,328 of which shall be reserved for issuances upon exercise of options granted by the Company). As of the Initial Closing, all of the outstanding shares of the Company's Common Stock shall be validly issued, fully paid and nonassessable, and upon payment for the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULE, the Company shall not have outstanding any Stock 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 rights or plans other than pursuant to and as contemplated by this Agreement, the Senior Management Agreements and the Company's Certificate of Incorporation. As of the Initial Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the Stockholders Agreement Senior Management Agreements and the WarrantsCompany's Certificate of Incorporation. As of the Initial Closing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and nonassessable. (cb) There are no statutory or or, to the best of the Company's knowledge, contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, Stock hereunder or the issuance of Common the Stock upon exercise of the Warrants or with respect pursuant to any other issuance of Stock of the Company orSECTIONS 1B(b), 1C(b) AND 1D(b), except as provided expressly contemplated in the Stockholder AgreementStockholders Agreement or provided herein . The Based in part on the investment representations of the Purchasers in SECTION 7C hereof and of the Executives in Section 1(e) of the Senior Management Agreements, the Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants hereunder and pursuant to SECTIONS 1B(b), 1C(b) AND 1D(b) hereof do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There To the best of the Company's knowledge, there are no proxies or agreements among between the Company's stockholders of the Company with respect to the voting or transfer of the Stock Company's capital stock or with respect to any other aspect of the Company's affairs, except this for the Stockholders Agreement, the Stockholders Agreement Senior Management Agreements and the Registration Agreement.

Capital Stock and Related Matters. (a) i. As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company shall consist of (ia) 15,000,000 shares of Common Stock, of which 1,854,692 shares shall be issued and outstanding, and 1,197,914 shares shall be reserved for issuance upon exercise of the Warrants, (ii) 52,500 413,965 shares of Series A Preferred, I Preferred all of which shall be issued and outstanding, (iiib) 7,000 336,021 shares of Series II Preferred all of which shall be issued and outstanding, (c) 215,000 shares of Series III Preferred of which 200,032 shares shall be issued and outstanding, (d) 2,884,598 shares of Series A Preferred all of which shall be issued and outstanding, (e) 4,000,000 shares of Series B Junior PreferredPreferred of which [3,033,878] shall be issued and outstanding, all and the remainder of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreementfuture issuances of Series B Preferred, and (ivf) 6,250 15,000,000 shares of Series C PreferredCommon Stock, all of which 4,097,171 shares shall be issued and outstanding, 7,849,584 shares shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreement. As upon conversion of the Closing, Preferred Stock and 950,266 shares shall be reserved for issuance upon exercise of all other Equity Equivalents. All of the issued and outstanding shares of the Company's Common Stock shall be capital stock have been duly authorized, are validly issued, fully paid paid, and nonassessable, and upon payment for the Series A Preferred and the Closing hereunderare not subject to, all nor were they issued in violation of, any preemptive rights or rights of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) first refusal. As of the First Closing, neither the Company nor any Subsidiary shall have outstanding any capital stock or Equity Equivalents, nor shall the Company or any Subsidiary have outstanding any rights or options to subscribe for or to purchase its capital stock or Equity Equivalents or any oral or written agreement related thereto, 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 Capital Stock and Equity Equivalents: the holder thereof; the class of series and number of shares or Equity Equivalents owned; and in the case of Equity Equivalents, the class or series and number of shares of capital stock (or equivalent) obtainable upon exercise thereof, the exercise price (or equivalent) thereof, and the expiration date thereof. As of the First Closing, neither the Company nor any Subsidiary shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any Equity Equivalents, except as set forth on the CAPITALIZATION SCHEDULE and except pursuant to the Stockholders Agreement and the WarrantsCertificate of Incorporation. (c) ii. There are no statutory or or, to the best of the Company's knowledge, contractual stockholders' stockholders preemptive rights or rights, rights of refusal or first offer or refusal similar rights, or anti-dilution rights with respect to the issuance of the Notes, Series A B Preferred and the Warrants hereunder, hereunder or the issuance of the Common Stock upon exercise the conversion of the Warrants or with respect Preferred Stock that have not been waived prior to any other issuance of Stock of the Company or, except as provided in the Stockholder AgreementFirst Closing. The Company has not violated any applicable Securities Laws U.S. federal or state corporate or securities laws in connection with the offer, sale or issuance of any of its Stock; and capital stock, and, based on the representations of the Purchasers set forth in SECTION 7D, the offer, sale and issuance of the Notes, Series A B Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants hereunder do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There To the best of the Company's knowledge, there are no proxies or agreements among between the Company's stockholders of the Company with respect to the voting or transfer of the Stock Company's capital stock or with respect to any other aspect of the Company's affairs, except this Agreement, as set forth on the Stockholders Agreement and the Registration AgreementCAPITALIZATION SCHEDULE.

Capital Stock and Related Matters. (ai) As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company shall consist of (ia) 15,000,000 90,000,000 undesignated shares, of which 110,000 shares shall be designated as Class M Redeemable Voting Convertible Preferred Stock (of which 110,000 shall be issued and outstanding), 15,000 shares shall be designated as Class T Preferred Stock, Series A (of which 2,176.875 shall be issued and outstanding), 10,000 shares shall be designated as Class T Preferred Stock, Series B (of which 5,363.214 shall be issued and outstanding), 450,000 shares shall be designated as Senior Exchangeable Preferred Stock (of which 177,046 shall be issued and outstanding), 400,000 shares shall be designated as Junior Exchangeable Preferred Stock (of which 140,000 shall be issued and outstanding), 200,000 shares shall be designated as Series A Junior Participating Preferred Stock (of which none shall be issued and outstanding) and 50,000 shares shall be designated as Series B Junior Participating Preferred Stock (of which none shall be issued and outstanding); (b) 200,000,000 shares of Class A Common Stock, of which 1,854,692 10,879,160 shares shall be issued and outstanding, and 1,197,914 2,075,472 shares shall be reserved for issuance upon exercise conversion of the WarrantsPreferred Stock, (ii) 52,500 296,297 shares of Series A Preferred, all of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to upon conversion of the ▇▇▇▇▇▇▇▇ Purchase AgreementClass T Preferred Stock, and Series A, 2,348,197 shares shall be reserved under the Company's stock option plans (iv) 6,250 of which options for 1,218,497 shares of Series C Preferred, all of which Class A Common Stock shall have been granted) and 188,418 shares shall be reserved for issuance to GHIunder the Company's Employee Stock Purchase Plan; and (c) 10,000,000 shares of Class B Common Stock, SICof which 888,543 shares shall be issued and outstanding and 197,531 shares shall be reserved for issuance upon conversion of the Class T Preferred Stock, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreement. Series B. As of the Closing, all of neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of the Company's Common Stock its capital stock or containing any profit participation features, nor shall be validly issuedthey 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, fully paid and nonassessable, and upon payment except for the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, Stock and except as set forth on the attached "CAPITALIZATION SCHEDULE." As of the Closing, neither the Company nor any Subsidiary shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital 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 the Stockholders Agreement 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 the Warrantsnonassessable. (cii) There Except as set forth on the Capitalization Schedule, there are no statutory or or, to the best of the Company's knowledge, contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, Stock hereunder or the issuance of the Class A Common Stock upon exercise conversion of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder AgreementPreferred Stock. The Company has not violated any complied with all applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Common Preferred Stock upon exercise of the Warrants hereunder do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There To the best of the Company's knowledge, there are no proxies or agreements among between the Company's stockholders of the Company with respect to the voting or transfer of the Stock or with respect to any other aspect of Company's affairs, except this Agreement, the Stockholders Agreement and the Registration Agreementcapital stock.

Capital Stock and Related Matters. (a) As of the ClosingClosing and after giving effect to the transactions contemplated hereby, the authorized capital stock of the Company shall consist of (i) 15,000,000 shares of Common Stock, of which 1,854,692 3,650,501 shares shall be are issued and outstanding, and 1,197,914 854,259 shares shall be are reserved for issuance upon exercise of Warrants, 154,079 shares are reserved for issuance upon exercise of options and other rights to acquire the WarrantsCompany's capital stock and 585,143 shares are held in the Company's treasury, (ii) 52,500 shares of Series A Preferred, all of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreementissued and outstanding, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, issued and FIRC pursuant to the Share Option Purchase Agreementoutstanding. As of the Closing, all of the outstanding shares of the Company's Common Stock shall be validly issuedStock, fully paid and nonassessable, and upon payment for the Series A Preferred, Series B Preferred and the Closing hereunder, all of the outstanding shares of the Series A C Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULECapitalization Schedule, the Company shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase repurchase, redeem or otherwise acquire or retire any of its Stock, except pursuant to the Stockholders Agreement and the Warrants. (c) There are no statutory or contractual stockholders' preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, the issuance of Common Stock upon exercise of the Warrants hereunder or with respect to any other issuance of Stock of the Company orCompany, except as provided in the Stockholder Stockholders Agreement. The Company has not violated any applicable Securities Laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants do hereunder does not and will not require registration under any applicable Securities Laws. There are no proxies or agreements among the stockholders of the Company with respect to the voting or transfer of the Stock or with respect to any other aspect of Company's affairs, except this Agreement, the First Purchase Agreement, the Stockholders Agreement and the Registration Agreement.

Capital Stock and Related Matters. (ai) As of the ClosingNovember 10, 1998, the authorized capital stock of the Company shall consist consisted of (ia) 15,000,000 10,000,000 shares of Preferred Stock (none of which were issued and outstanding) and (b) 90,000,000 shares of Common Stock, of which 1,854,692 6,321,899 shares shall be were issued and outstanding, and 1,197,914 shares shall be reserved for issuance upon exercise of the Warrants, (ii) 52,500 shares of Series A Preferred, all of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreement. As of November 10, 1998, neither the Closing, all Company nor any of the its Subsidiaries had outstanding any stock or securities convertible or exchangeable for any shares of the Company's Common Stock shall be validly issuedcapital stock or containing any profit participation features, fully paid and nonassessable, and upon payment nor did it have outstanding any rights or options to subscribe for or to purchase the Company's capital stock or any stock or securities convertible into or exchangeable for the Series A Preferred and the Closing hereunderCompany's capital stock or any stock appreciation rights or phantom stock plans, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULE"November 10 Capitalization Schedule." The November 10 Capitalization Schedule accurately sets forth the following information with respect to all outstanding options and rights to acquire the Company's capital stock (both before and after giving effect to the issuance of this Warrant): the holder, the number of shares covered, the exercise price and the expiration date. As of November 10, 1998, neither the Company shall not have outstanding nor any Stock or any stock appreciation or phantom stock rights or plans and shall not be of its Subsidiaries was subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockthe Company's capital stock or any warrants, options or other rights to acquire the Company's capital stock, except pursuant to as set forth on the Stockholders Agreement November 10 Capitalization Schedule. As of November 10, 1998, all of the outstanding shares of the Company's capital stock were validly issued, fully paid and the Warrantsnonassessable. (cii) As of the Closing Time and immediately thereafter, the authorized capital stock of the Company shall consist of (a) 10,000,000 shares of Preferred Stock (none of which shall be issued and outstanding) and (b) 90,000,000 shares of Common Stock, of which 6,126,899 shares shall be issued and outstanding, and 299,999 shares shall be reserved for issuance upon exercise of the Warrant. As of the Closing Time, neither the Company nor any of its Subsidiaries shall have outstanding any stock or securities convertible or exchangeable for any shares of the Company's capital stock or containing (iii) There are no statutory or contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, hereunder or the issuance of the Common Stock upon exercise of the Warrants or with respect to any other issuance of Common Stock (or options, warrants or rights to acquire any shares of the Company or, except as provided in the Stockholder AgreementCommon Stock). The Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants hereunder do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There are no proxies or agreements among between the Company and its stockholders with respect to the registration of shares of the Company Company's stock under the Securities Act (other than any agreements under which no further registrations of shares are required), except for the Principals' Registration Rights Agreement. 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 Stock Company's capital stock or with respect to any other aspect of the Company's affairs, except this Agreement, the Stockholders Agreement and the Registration Agreement.

Capital Stock and Related Matters. (a1) As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company shall consist of (ia) 15,000,000 132,000 shares of Series A Preferred, of which 132,000 Shares shall be issued and outstanding, (b) 326,833 Shares of Series B Preferred, of which [272,221] shall be issued and outstanding, (c) 10,000,000 shares of Common Stock, of which 1,854,692 1,050,000 shares shall be issued and outstanding, and 1,197,914 132,000 shares shall be reserved for issuance upon conversion of the outstanding Series A Preferred, 326,833 shall be reserved for issuance upon conversion of the Series B Preferred to be issued upon closing, 192,000 shall be reserved for issuance upon exercise of the Warrants, (ii) 52,500 shares of Series A Preferred, all of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which 13,000 shall be reserved for issuance upon exercise of options granted to members of the Board of Directors and [150,000 or 182,000] shall be reserved for issuance pursuant to the terms of the Option Plan. None of the previous issuances of the Series A Preferred, Common Stock, Warrants or any other outstanding security of the Company have been in violation of any preemptive right or similar right of first refusal. (2) 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, except for the Series A Preferred, the Series B 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 shares of the Company's capital stock: name of the holder and number of shares of each class of capital stock held. The fact that the Purchasers are aware of the Company's agreement with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement, and (iv) 6,250 shares of Series C Preferred, all a copy of which is attached as Exhibit E, shall be reserved for issuance in no way affect the Purchaser's entitlement to GHI, SIC, SMHC, Geneve, rely on the representations in this Paragraph 6(B)(1). The Capitalization Schedule accurately sets forth the following with respect to all outstanding options and FIRC pursuant rights to the Share Option Purchase Agreement. As of the Closing, all of the outstanding shares of acquire the Company's Common Stock shall be validly issuedcapital stock: the holder, fully paid and nonassessablethe number of shares covered, and upon payment for the Series A Preferred exercise price, the grant date and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessableexpiration date. (b3) As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULE, the Company shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital 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 the Stockholders Agreement Amended and Restated Articles of Incorporation. As of the WarrantsClosing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and nonassessable. (c4) There are no statutory or contractual stockholdersShareholders' preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A B Preferred and the Warrants hereunder, hereunder or the issuance of the Common Stock upon exercise conversion of the Warrants or with respect to any other issuance of Stock of the Company orSeries B Preferred, except as provided in for First Refusal Rights held by Series A Holders under the Stockholder Series A Purchase Agreement, which rights have all been duly and validly waived. The Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and capital stock, and, assuming the truth of the Purchasers' representations in Section 7.C hereof, the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants do not and will Shares hereunder does not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There Except as described on the Affiliate Transactions Schedule (as defined in Section 6.T), there are no proxies or agreements among the stockholders of between the Company and any of its Shareholders or, to the Company's knowledge between the Company's Shareholders with respect to the voting or transfer of the Stock Company's capital stock or with respect to any other aspect of the Company's affairs, except this for the Registration Agreement, the Stockholders Shareholders Agreement and the Registration this Agreement.

Capital Stock and Related Matters. (ai) As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company shall consist of (i) 15,000,000 5,000 shares of Class B Common Stock, of which 1,854,692 4,750 shares shall be issued and outstanding, and 1,197,914 50,000 shares of Class A Common, of which 27,000 shares shall be reserved for issuance upon exercise of the Warrants, (ii) 52,500 issued and outstanding and 10,000 shares of Series A Preferredpreferred stock, all none of which shall be issued and outstanding. As of the Closing, (iii) 7,000 neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of Series B Junior Preferredits capital stock or containing any profit participation features, all of which nor shall be reserved it have outstanding any rights or options to subscribe for issuance or to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreementpurchase 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, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase except as set forth in this Agreement. As of the Closing, all of the outstanding shares of the Company's Common Stock shall be validly issued, fully paid and nonassessable, and upon payment for the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULE, the Company shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, except pursuant options or other rights to acquire its capital stock. As of the Stockholders Agreement Closing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and the Warrantsnonassessable. (cii) There are no statutory or or, to the best of the Company's knowledge, except as contemplated by this Agreement, contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and Class B Common Stock hereunder. To the Warrants hereunderbest of the Company's knowledge, the issuance of Common Stock upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder Agreement. The Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Class B Common Stock upon exercise of the Warrants hereunder do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There To the best of the Company's knowledge, there are no proxies or agreements among between the Company's stockholders of the Company with respect to the voting or transfer of the Stock Company's capital stock or with respect to any other aspect of the Company's affairs, except as contemplated by this Agreement, the Stockholders Agreement and the Registration Agreement.

Capital Stock and Related Matters. (ai) As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company shall consist of (ia) 15,000,000 500,000 shares of preferred stock, of which 60,000 shares shall be designated as Class A Preferred (of which 30,000 shares shall be issued and outstanding and 30,000 shares shall be reserved for issuance upon conversion of the Class B Preferred) and 30,000 shares shall be designated as Class B Preferred (all of which shall be issued and outstanding) and (b) 5,264,000 shares of Common Stock, of which 1,854,692 5,000,000 shares shall be designated as Class A Common (of which 800,714 shares shall be issued and outstandingoutstanding and held beneficially and of record by the Persons (and in the amounts) set forth on the attached Capitalization Schedule, and 1,197,914 480,000 ----------------------- shares shall be reserved for issuance upon conversion of the Class A Preferred, 24,000 shares shall be reserved for issuance upon exercise of the WarrantsClass A Warrant, (iiand 264,000 shares shall be reserved for issuance upon conversion of the Class B Common issued upon conversion of the Class B Preferred and exercise of the Class B Warrant) 52,500 shares of Series A Preferred, all and of which 264,000 shares shall be designated as Class B Common (none of which shares shall be issued and outstanding, (iii) 7,000 240,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to upon conversion of the ▇▇▇▇▇▇▇▇ Purchase Agreement, Class B Preferred and (iv) 6,250 24,000 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, upon the exercise of the Class B Warrant) and FIRC 9,200 shares shall be reserved for issuance upon the exercise of certain common stock warrants issued pursuant to the Share Option Purchase AgreementPrivate Placement Memorandum. As of the Closing, all of neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of the Company's Common Stock its capital stock or containing any profit participation features, nor shall be validly issuedit 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, fully paid and nonassessable, and upon payment except for the Series A Preferred Stock, the Class B Common and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, Warrants and except as set forth on the attached CAPITALIZATION SCHEDULECapitalization Schedule. 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. As of the Closing, neither the Company nor any Subsidiary shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the attached Capitalization Schedule and except pursuant to the Stockholders Agreement Certificate of ----------------------- Designation and the Warrants. (c) There are no statutory or contractual stockholders' preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, the issuance of Common Stock upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder Agreement. The Company has not violated any applicable Securities Laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants do not and will not require registration under any applicable Securities Laws. There are no proxies or agreements among the stockholders of the Company with respect to the voting or transfer of the Stock or with respect to any other aspect of Company's affairs, except this Agreement, the Stockholders Agreement and the Registration Agreement.Stockholders

Capital Stock and Related Matters. (a) As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company shall consist of (ia) 15,000,000 500,000 shares of Common Stockpreferred stock, of which 1,854,692 18,125 shares shall be designated as Class A Preferred (all of which shall be issued and outstanding), (b) 9,000,000 shares of Class A Common, of which 110,410 shares shall be issued and outstanding, outstanding and 1,197,914 33,340 shares shall be reserved for issuance upon exchange of the Class B Common issued hereunder and issuable upon exchange of the Warrants and 1,250 shares shall be reserved for issuance upon exercise of the Warrants, (iic) 52,500 500,000 shares of Series A PreferredClass B Common, all of which 27,090 shares shall be issued and outstanding, (iii) 7,000 outstanding and 5,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to upon exercise of the ▇▇▇▇▇▇▇▇ Purchase AgreementWarrants. Except as set forth on the "Capitalization Schedule," as of the Closing, and (iv) 6,250 neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of Series C Preferredits capital stock or containing any profit participation features, all of which nor shall be reserved it have outstanding any rights or options to subscribe for issuance or to GHIpurchase 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, SIC, SMHC, Geneve, except for the Class B Common and FIRC pursuant to the Share Option Purchase AgreementWarrants. As of the Closing, all of the outstanding shares of the Company's Common Stock shall be validly issued, fully paid and nonassessable, and upon payment for the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULE, neither the Company nor any Subsidiary shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to the Stockholders Agreement and the Warrants. (c) There are no statutory or contractual stockholders' preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, the issuance of Common Stock upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder Agreement. The Company has not violated any applicable Securities Laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants do not and will not require registration under any applicable Securities Laws. There are no proxies or agreements among the stockholders of the Company with respect to the voting or transfer of the Stock or with respect to any other aspect of Company's affairs, except this Agreement, the Stockholders Agreement Certificate of Incorporation, the Executive Stock Agreements and the Registration Borrowing Agreement. As of the Closing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. (ai) As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company ATS shall consist of (i) 15,000,000 25,000,000 shares of ATS Common Stock, of which 1,854,692 8,623,587 shares shall be issued and outstanding, 3,111,111 shares shall be issued as the Additional Shares and 1,197,914 950,000 shares shall be reserved for issuance upon exercise of the WarrantsWarrant. As of the Closing and immediately thereafter, (ii) 52,500 the authorized capital stock of STS shall consist of 35,000,000 shares of Series A PreferredSTS Common Stock, all of which 4,500,000 shares shall be issued and outstanding and 25,500,000 shares shall be reserved for issuance upon conversion of the Notes, and 100,000 shares of preferred stock, none of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreement. As of the Closing, all of the neither ATS nor STS nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of the Company's Common Stock its capital stock or containing any profit participation features, nor shall be validly issuedit 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, fully paid and nonassessable, and upon payment except for the Series A Preferred Note and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid Warrant and nonassessable. (b) As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULECapitalization Schedule. As of the Closing, the Company neither ATS nor STS nor any ----------------------- Subsidiary shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to as set forth on the Stockholders Agreement Capitalization Schedule. As of the Closing, all ----------------------- of the outstanding shares of ATS's and STS's capital stock (including, without limitation, the WarrantsAdditional Shares) shall be validly issued, fully paid and nonassessable. (cii) There are no statutory or or, to the best of ATS's and STS's knowledge, contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and Notes or the Warrants hereunder, Warrant hereunder or the issuance of the ATS Common Stock or STS Common Stock upon conversion of the Notes or upon exercise of the Warrants or with respect to any other issuance of Stock of the Company orWarrant, except as provided in the Stockholder Agreementrespectively. The Company Neither ATS nor STS has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Common Stock upon exercise of Note or the Warrants Warrant hereunder do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There To the best of ATS's and STS's knowledge, there are no proxies or agreements among the between their stockholders of the Company with respect to the voting or transfer of the Stock their capital stock or with respect to any other aspect of Company's their affairs, except this Agreement, for the Stockholders Registration Agreement and as set forth on the Registration Agreement.Capitalization Schedule. -----------------------

Capital Stock and Related Matters. (ai) As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company shall consist of (ia) 15,000,000 50,000,000 shares of preferred stock, of which (1) 815,000 shares shall be designated Series A Preferred, of which 815,000 shares of such Series A Preferred shall be issued and outstanding, (2) 5,000,000 shares shall be Series B Preferred of which 1,130,667 shares of such Series B Preferred shall be issued and outstanding, (3) 3,000,000 shares shall be Series C Preferred of which 760,256 shares of such Series C Preferred shall be issued and outstanding and (4) 1,052,632 shares shall be Series D Preferred of which 1,052,632 shares of such Series D Preferred shall be issued and outstanding, (b) 25,000,000 shares of Common Stock, of which 1,854,692 3,290,040 shares shall be issued and outstanding, outstanding and 1,197,914 3,758,555 shares shall be reserved for issuance upon conversion of the Preferred Stock and exercise of the WarrantsWarrant, and (iic) 52,500 options to acquire 906,750 shares of Series A Preferred, all of which shall be Common Stock issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase AgreementCompany's Tandem Stock Option Plan dated March l, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreement. 1993 attached hereto as Exhibit H. As of the Closing, all of neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of the Company's Common Stock its capital stock or containing any profit participation features, nor shall be validly issuedit 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, fully paid and nonassessable, and upon payment except for the Series A Preferred Stock and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, Warrant and except as set forth on the Capitalization Schedule attached CAPITALIZATION SCHEDULEhereto. The Capitalization Schedule accurately sets forth the following information with respect to all outstanding stock, and options and rights to acquire the Company's capital stock: the holder, the number of shares owned or covered, any applicable exercise price and any applicable expiration date (or, in lieu of the expiration date, any applicable grant date and the exercise term). As of the Closing, neither the Company nor any Subsidiary shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital 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 the Stockholders Agreement Certificate of Determination and this Agreement. As of the WarrantsClosing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and nonassessable. (cii) There are no statutory or contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A D Preferred and or the Warrants hereunder, Warrant hereunder or the issuance of Common Stock upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder Agreement. The Company has not violated any applicable Securities Laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon conversion of the Series D Preferred or the exercise of the Warrants do not and will not require registration under any applicable Securities Laws. There are no proxies or agreements among the stockholders of the Company with respect to the voting or transfer of the Stock or with respect to any other aspect of Company's affairs, except this Agreement, the Stockholders Agreement and the Registration Agreement.the

Capital Stock and Related Matters. (ai) As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company shall consist of (i) 15,000,000 101,300,000 shares of Common Stock, of which 1,854,692 300,000 shares shall be designated as Preferred Stock (240,479.70 of which shall be issued and outstanding, outstanding and 1,197,914 shares 59,520.30 of which shall be reserved for issuance upon exercise pursuant to SECTION 1B(ii)), and of the Warrants, which 100,000,000 shares shall be designated as Class A Common Stock (ii) 52,500 shares of Series A Preferred, all 99,000,000 of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all and 1,000,000 of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to issuances upon the ▇▇▇▇▇▇▇▇ Purchase Agreementconversion of the Class B Common), and (iv) 6,250 of which 1,000,000 shares of Series C Preferred, all of shall be designated as Class B Common Stock and which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC issuances pursuant to the Share Option Purchase AgreementPlan. As of the Closing, all of the outstanding shares of the Company's Common Stock shall be validly issued, fully paid and nonassessable, and upon payment for the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULE, the Company shall not have outstanding any Stock 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 rights or plans other than pursuant to and as contemplated by this 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 Stockcapital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to the Stockholders this Agreement and the WarrantsCompany'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. (cii) There are no statutory or or, to the best of the Company's knowledge, contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, Stock hereunder or the issuance of Common the Stock upon exercise of the Warrants or with respect pursuant to any other issuance of Stock of the Company orSECTION 1B, except as provided expressly contemplated in the Stockholder AgreementStockholders Agreement or provided herein. The Based in part on the investment representations of the Purchaser in SECTION 7C hereof, the Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants hereunder and pursuant to SECTION 1B hereof do not and will not require registration under the Securities Act or any applicable Securities Laws. There are no proxies or agreements among the stockholders of the Company with respect to the voting or transfer of the Stock or with respect to any other aspect of Company's affairs, except this Agreement, the Stockholders Agreement and the Registration Agreementstate securities laws.

Capital Stock and Related Matters. (a) As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company shall consist of: (1) 10,000,000 shares of preferred stock, (i) 15,000,000 shares of Common Stock, of which 1,854,692 500,000 shares shall be designated as Series A Preferred, none of which shall be issued and outstanding, and 1,197,914 (ii) of which 1,458,335 shares shall be reserved for issuance upon exercise of the Warrants, (ii) 52,500 shares of designated as Series A B Preferred, all none of which shall be issued and outstanding, (iii) 7,000 of which 30,000 shares shall be designated as Series C Preferred, of which 17,358.824 shares shall be issued and outstanding, (iv) of which 32,000 shares shall be designated as Series D Preferred, of which (a) 5,498.319 shares shall be issued and outstanding and (b) 17,358.824 shares shall be reserved for future issuance upon conversion of the Series C Preferred, (v) of which 15,000 shares shall be reserved for future issuance under the Warrant Agreement and (vi) of which 105,000 shares shall be reserved for future issuance pursuant to this Agreement; and (2) 100,000,000 shares of Series B Junior PreferredCommon Stock, all of which 17,710,189 shares shall be issued and outstanding, 9,142,858 shares shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to upon conversion of the ▇▇▇▇▇▇▇▇ Purchase AgreementSeries D Preferred, and (iv) 6,250 4,689,599 shares of Series C Preferred, all of which shall be reserved for issuance upon exercise of outstanding options and warrants to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreement. As of the Closing, all of the outstanding shares of the Company's purchase Common Stock shall be validly issued, fully paid and nonassessable, and upon payment for as set forth on the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessableattached "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, except for the Preferred Stock, the Warrants and except as set forth on the attached CAPITALIZATION SCHEDULECapitalization 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 type of security, the number of shares covered, the exercise price, the expiration date and whether such security vests upon a "change in control". As of the Closing, neither the Company nor any Subsidiary shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital 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 the Stockholders Agreement Certificates of Designation. As of the Closing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and the Warrantsnonassessable. (c) There are no statutory or or, to the best of the Company's knowledge, contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the NotesWarrant Shares, Series A the Warrants, or the Preferred and the Warrants hereunder, Stock or the issuance of the Common Stock issuable upon conversion of the Warrant Shares or the Preferred Stock or upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder AgreementWarrants. The Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Common Warrants and the Preferred Stock upon exercise of the Warrants do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There To the best of the Company's knowledge, there are no proxies or agreements among between the Company's stockholders of the Company with respect to the voting or transfer of the Stock Company's capital stock or with respect to any other aspect of the Company's affairs, except this Agreement, as set forth on the Stockholders Agreement and the Registration AgreementCapitalization Schedule.

Capital Stock and Related Matters. (ai) As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company shall consist of (i) 15,000,000 40,075,000 shares of Common Stockstock, of which 1,854,692 75,000 shares shall be designated as Class A Preferred (63,700 of which shall be issued and outstanding, outstanding and 1,197,914 shares 8,418.53385 of which shall be reserved for issuance issuances upon exercise of options and warrants granted by the Warrants, Company) and of which 40,000,000 shares shall be designated as Common Stock (ii) 52,500 shares of Series A Preferred, all 33,994,652.41 of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all ; 3,436,136.26 of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to issuances upon exercise of options and warrants granted by the ▇▇▇▇▇▇▇▇ Purchase Agreement, Company; and (iv) 6,250 shares of Series C Preferred, all of which 764,705.88 shall be reserved for issuance future issuances to GHI, SIC, SMHC, Geneve, executives and FIRC pursuant to employees of the Share Option Purchase AgreementCompany and its Subsidiaries). As of the Closing, all of the outstanding shares of the Company's Common Stock shall be validly issued, fully paid and nonassessable, and upon payment for the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULE, the Company shall not have outstanding any Stock 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 rights or plans other than pursuant to and as contemplated by this Agreement, the senior management agreements and executive stock agreements among the Company and its employees, 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 Stockcapital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the Stockholders Agreement senior management agreements and executive stock agreements among the Company and its employees, and the WarrantsCompany’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. (cii) There are no statutory or or, to the best of the Company’s knowledge, contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and Executive Stock hereunder except as expressly contemplated in the Warrants hereunder, Stockholders Agreement or provided herein . Based in part on the issuance of Common Stock upon exercise investment representations of the Warrants or with respect to any other issuance Investors in Section 7C of Stock the Purchase Agreement, of the Executive in Section 1(e) hereof, of certain employees of the Company orin their respective senior management agreements and executive stock agreements, except as provided and of the parties to the Merger Agreement in such agreement, the Stockholder Agreement. The Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Common Executive Stock upon exercise of the Warrants hereunder do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There To the best of the Company’s knowledge, there are no proxies or agreements among between the Company’s stockholders of the Company with respect to the voting or transfer of the Stock Company’s capital stock or with respect to any other aspect of the Company's ’s affairs, except this for the Stockholders Agreement, the Stockholders Agreement senior management agreements and executive stock agreements among the Company and its employees, and the Registration Agreement.

Capital Stock and Related Matters. (ai) As of immediately prior to the Closing, the authorized capital stock of the Company consists of 1,000 shares of Class A Common Stock of which 800 shares are issued and outstanding and 1,000 shares of Class B Common Stock of which 480 shares are issued and outstanding. All of such shares of capital stock are held beneficially and of record by the Shareholders (free and clear of all Encumbrances). As of the Closing and immediately thereafter, the authorized capital stock of the Company shall consist of (ia) 15,000,000 shares of Common Stock, of which 1,854,692 shares shall be issued and outstanding, and 1,197,914 shares shall be reserved for issuance upon exercise of the Warrants, (ii) 52,500 100,000 shares of Series A Preferred1 Senior Preferred Stock, all of which shall be issued and outstanding, (iiib) 7,000 125,875 shares of Series B Junior Preferred2 Senior Preferred Stock, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreementissued and outstanding, and (ivc) 6,250 126,625 shares of Series C Preferred3 Junior Preferred Stock, all of which shall be reserved for issuance to GHIissued and outstanding, SIC(d) 6,000,000 shares of Class A Common Stock, SMHCof which 4,563,725.5 shares shall be issued and outstanding and (e) 2,000,000 shares of Class B Common Stock of which 186,274.5 shares shall be issued and outstanding. The Capitalization Schedule attached hereto, Geneve, and FIRC pursuant to sets forth ----------------------- the Share Option Purchase Agreement. As capitalization of the Closing, all of the outstanding shares each of the Company's Common Stock shall be validly issued, fully paid and nonassessable, and upon payment for the Series A Preferred Subsidiaries and the Closing hereunder, all name of each Person holding any equity securities of the Company, any securities convertible or exchangeable for any equity securities of the Company and any options or other rights to purchase equity securities of the Company and the amount and type of such securities or options or rights held by such Persons as of the Closing Date and immediately thereafter. None of the Company or any of its Subsidiaries has outstanding (1) any stock or securities convertible or exchangeable for any shares of the Series A Preferred shall be validly issuedits capital stock or containing any profit participation features, fully paid and nonassessable. nor any rights or options to subscribe for or to purchase its capital stock or (b2) As any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock or similar plans or rights, other than, as of the ClosingClosing Date and immediately thereafter, and except as set forth on the Capitalization Schedule attached CAPITALIZATION SCHEDULE, ----------------------- hereto. None of the Company shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, except pursuant options or other rights to the Stockholders acquire its capital stock, other than as expressly provided in this Agreement and the WarrantsArticles of Incorporation. As of the Closing and immediately thereafter, all of the outstanding shares of the Company's (and each of its Subsidiaries') capital stock shall be validly issued, fully paid and nonassessable. (cii) There Except in connection with the transactions contemplated hereby or in the Shareholders Agreement, there are no statutory or contractual stockholders' preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A 2 Senior Preferred and the Warrants hereunderStock, the issuance of Series 1 Senior Preferred Stock, the Series 3 Junior Preferred Stock or the Common Stock upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder Agreementhereunder. The Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and capital stock or the offer, sale or issuance of any of its debt securities. The offer, sale and issuance of the NotesSeries 1 Senior Preferred Stock, the Series A 2 Senior Preferred and Stock, the Warrants hereunderSeries 3 Junior Preferred Stock, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants do not and will hereunder does not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There Except for the Shareholders Agreement and the Registration Rights Agreement to be executed and delivered at the Closing and other agreements between the parties as set forth on the Capitalization Schedule, there are no proxies ----------------------- agreements between the Company's shareholders or agreements among the stockholders of the Company any other Person with respect to the voting voting, transfer or transfer registration of the Stock or with respect to any other aspect of Company's affairs, except this Agreement, the Stockholders Agreement and the Registration Agreementcapital stock.

Capital Stock and Related Matters. (ai) As of the ClosingOctober 13, 1998, the authorized capital stock of the Company consisted of 50,000,000 shares of Capital Stock, all of which were classified as Common Stock, (a) of which 8,127,314 shares were issued and outstanding and (b) none of which were treasury shares. As of October 13, 1998, neither the Company nor any of its Subsidiaries had outstanding any stock or securities convertible or exchangeable for any shares of the Company's Capital Stock or containing any profit participation features, nor did it have outstanding any rights or options to subscribe for or to purchase the Company's Capital Stock or any stock or securities convertible into or exchangeable for the Company's Capital Stock or any stock appreciation rights or phantom stock plans, except as set forth on the attached "October 13 Capitalization Schedule." The October 13 Capitalization Schedule accurately sets forth the following information with respect to all outstanding options and rights to acquire the Company's Capital Stock (both before and after giving effect to the issuance of the Warrants): the holder, the number of shares covered, the exercise price and the expiration date. As of October 13, 1998, neither the Company nor any of its Subsidiaries was subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of the Company's Capital Stock or any warrants, options or other rights to acquire the Company's Capital Stock, except as set forth on the October 13 Capitalization Schedule. As of October 13, 1998, all of the outstanding shares of the Company's Capital Stock were validly issued, fully paid and nonassessable. (ii) As of the Closing Time and immediately thereafter, the authorized Capital Stock of the Company shall consist of (i) 15,000,000 50,000,000 shares of Capital Stock, of which 50,000,000 shares shall be classified as Common Stock, of which 1,854,692 8,160,039 shares of Common Stock shall be issued and outstanding, and 1,197,914 3,463,151 shares shall be reserved for issuance upon exercise of the Original Warrants, (ii) 52,500 350,000 shares of Series A Preferred, all of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to upon exercise of the ▇▇▇▇▇▇▇▇ Purchase AgreementFirst Union Warrants, and (iv) 6,250 383,820 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, upon exercise of employee stock options outstanding (including unvested options) and FIRC pursuant to 1,177,713 shares shall be reserved for issuance upon exercise of the Share Option Purchase AgreementGuaranty Warrant and the Tag Along Warrant. As of the ClosingClosing Time, all neither the Company nor any of the its Subsidiaries shall have outstanding any stock or securities convertible or exchangeable for any shares of the Company's Common Capital Stock or containing any profit participation features, nor shall be validly issued, fully paid and nonassessable, and upon payment it have outstanding any rights or options to subscribe for or to purchase the Company's Capital Stock or any stock or securities convertible into or exchangeable for the Series A Preferred and Company's Capital Stock or any stock appreciation rights or phantom stock plans, except for the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, Warrants and except as set forth on the attached CAPITALIZATION SCHEDULE"Closing Time Capitalization Schedule." The Closing Time 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. As of the Closing Time, neither the Company nor any of its Subsidiaries shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its the Company's Capital Stock or any warrants, options or other rights to acquire the Company's Capital Stock, except pursuant to as set forth on the Stockholders Agreement Closing Time Capitalization Schedule. As of the Closing Time, all of the outstanding shares of the Company's Capital Stock shall be validly issued, fully paid and the Warrantsnonassessable. (ciii) There are no statutory or or, to the best of the Company's knowledge, contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, hereunder or the issuance of the Common Stock upon exercise of the Warrants or with respect to any other issuance of Common Stock (or options, warrants or rights to acquire any shares of the Company or, except as provided in the Stockholder AgreementCommon Stock). The Company has not violated any applicable Securities Laws 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 Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants hereunder do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There are no proxies or agreements between the Company and its stockholders with respect to the registration of shares of the Company's stock under the Securities Act (other than any agreements under which no further registrations of shares are required), except for (a) the Registration Rights Agreement dated December 9, 1996 between the Company and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated, (b) the Founders Registration Rights Agreement dated December 9, 1996 by and among the stockholders Company, W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and (c) the Warrant Agreement dated February 12, 1999 between the Company and First Union Corporation providing for the issuance of warrants to acquire up to 350,000 shares of the Company Company's Common Stock (subject to adjustment) (the "First Union Warrants"). 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 this Agreementfor (a) the Purchase Terms Agreement dated December 6, 1996 and (b) the Stockholders Supplement to Subscription and Purchase Agreement made between the Company and the Registration AgreementGeneral Electric Capital Corporation as of December 4, 1996.

Capital Stock and Related Matters. (a) As of the Closing, the The authorized capital stock of Summit View consists of 750 shares of common stock, having no par value per share, of which 100 shares are issued and outstanding. Summit View has no shares of common stock that are held as treasury stock. Summit View has no Subsidiaries other than the Company shall consist Acquired Entities and Excluded Entities; (b) Section 3.5(b) of the Disclosure Schedule sets forth, for each Acquired Entity, (i) 15,000,000 shares of Common Stockthe authorized, of which 1,854,692 shares shall be issued and outstanding, and 1,197,914 shares shall be reserved for issuance upon exercise outstanding capital stock of the Warrantseach Acquired Entity, (ii) 52,500 shares the names of Series A Preferred, all the owners of which shall be issued the capital stock and outstanding, (iii) 7,000 the amount of capital stock held by each owner of capital stock; and (c) All of the issued and outstanding capital stock of each Subject Company is owned, beneficially and of record, by the Seller or a Subject Company, free and clear of any Liens other than such as may be created by or on behalf of the Buyer, and has been duly authorized and validly issued and is fully paid, nonassessable and was not issued in violation of any preemptive rights, rights of first refusal or any similar rights. There are no outstanding obligations, warrants, options or other rights to subscribe for or purchase from any Subject Company, or other contracts or commitments providing for the issuance of or granting any Person the right to acquire shares of Series B Junior Preferredany class of capital stock of any Subject Company, all or any securities or other instruments convertible into or exchangeable or exercisable for shares of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreementany class of capital stock of any Subject Company, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreement. As of the Closing, all of the outstanding shares of the Company's Common Stock shall be validly issued, fully paid and nonassessable, and upon payment for the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULE, the no Subject Company shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be is 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 Stock, except pursuant to the Stockholders Agreement and the Warrants. (c) There are no statutory or contractual stockholders' preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, the issuance of Common Stock upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder Agreement. The Company has not violated any applicable Securities Laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants do not and will not require registration under any applicable Securities Lawscapital stock. There are no proxies proxies, voting agreements, stockholder agreements or other agreements among the stockholders of the Company with respect to the voting or transfer of any shares of capital stock of any of the Stock or with respect to any other aspect of Company's affairs, except this AgreementSubject Companies. At Closing, the Stockholders Agreement Buyer shall have good and valid title to all of the capital stock of each Subject Company, free and clear of any Liens, and the Registration AgreementSubject Companies shall have good and valid title to all of the capital stock, membership interests and partnership interests of their respective Subsidiaries, free and clear of any Liens, other than such as may be created by or on behalf of the Buyer.

Capital Stock and Related Matters. (a) As of the Closingdate hereof, the authorized capital stock of the Company shall consist Parent consists of (i) 15,000,000 10,000,000 shares of the Parent Class A Common Stock, of which 1,854,692 2,491,610 shares shall be are issued and outstanding, and 1,197,914 200,000 shares shall be reserved for issuance upon exercise of the WarrantsParent Class B Common Stock, (ii) 52,500 shares of Series A Preferred, all of which shall be no shares are issued and outstanding, (iiiii) 7,000 1,750,000 shares of the Parent Preferred Stock, 1,600,000 of which has been designated as Series A Preferred Stock of the Parent with 1,482,423 shares of such Series A Preferred Stock issued and outstanding, and 150,000 of which has been designated as Series B Junior Preferred, all Preferred Stock of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase AgreementParent with 149,002 shares of such Series B Preferred Stock issued and outstanding, and (iviii) 6,250 50,000 shares of Series C Preferred, all Undesignated Stock. After the date hereof and prior to the Closing the Parent may (i) authorize additional amounts or classes of which shall be reserved for issuance to GHI, SIC, SMHC, Genevecapital stock, and FIRC pursuant (ii) issue additional shares of Parent Common Stock and/or Parent Preferred Stock to one or more of its Affiliates. The outstanding shares of the Share Option Purchase AgreementParent Stock have been duly authorized and validly issued and are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of the Closingdate hereof, all of the outstanding shares of the Company's Common Stock shall be validly issued, fully paid and nonassessable, and upon payment for the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, and except as set forth above or on Schedule 6.5 of the attached CAPITALIZATION SCHEDULEParent Disclosure Schedule, (i) no shares of capital stock of the Company shall Parent are outstanding, (ii) the Parent does not have outstanding any Stock securities convertible into or exchangeable for any shares of capital stock, any rights to subscribe for or to purchase 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, or any stock appreciation or phantom stock rights securities convertible into or plans exchangeable for any capital stock, and shall (iii) the Parent is not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire or to register under the Securities Act, any shares of its Stock, except pursuant to the Stockholders Agreement and the Warrants. (c) There are no statutory or contractual stockholders' preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, the issuance of Common Stock upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder Agreementcapital stock. The Company has Parent does not violated have outstanding any applicable Securities Laws in connection bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants do not and will not require registration under any applicable Securities Laws. There are no proxies or agreements among the stockholders of the Company with respect to the voting or transfer of the Stock or with respect to Parent on any other aspect of Company's affairs, except this Agreement, the Stockholders Agreement and the Registration Agreementmatter.

Capital Stock and Related Matters. (a) As of the Closingdate of this Agreement and immediately thereafter, (before giving effect to the purchase of the Shares) the authorized capital stock of the Company HI shall consist of (ia) 15,000,000 147,000 shares of Class A Preferred Stock, all of which is duly authorized and validly issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which 90,000 shares are outstanding, and (c) 100,000,000 shares of Common Stock, of which 1,854,692 shares 10,990,924 shall be duly authorized and validly issued and outstanding, 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 1,197,914 shares 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid and except as shown on Schedule 5.3, as of the Warrantsdate of this Agreement, HI shall not have outstanding any stock, investment rights, options, or securities convertible, exercisable, or exchangeable for (iior any agreements under which HI is or may become obligated to issue, sell, or transfer) 52,500 any shares of Series A Preferredits capital stock or containing any profit participation features, all of which nor shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be reserved it have outstanding any rights or options to subscribe for issuance or to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved purchase its capital stock or any stock or securities convertible into or exchangeable for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreementits capital stock. As of the Closingdate of this Agreement, all of the outstanding shares of the CompanyHI's Common Stock capital stock shall be validly issued, fully paid and nonassessablepaid, and upon payment for the Series A Preferred nonassessable and the Closing hereunder, were issued in compliance with all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid applicable state and nonassessable. (b) As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULE, the Company shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Stock, except pursuant to the Stockholders Agreement and the Warrants. (c) federal securities laws. There are no statutory or contractual stockholders' stockholder's preemptive rights or rights of first offer or refusal refusal, with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, the issuance of Shares or Underlying Common Stock upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided which have not been effectively waived in the Stockholder Agreementwriting. The Company HI has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale sale, or issuance of any the Shares, and assuming the accuracy of its Stock; the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale sale, and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants Shares hereunder do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There are no proxies or agreements among All the stockholders rights, preferences, privileges and restrictions of the Company with respect Shares are set forth in the Transaction Documents. No equity securities or rights to the voting purchase equity securities provides for acceleration or transfer other changes in vesting provisions or other terms governing such securities as a result of the Stock a Public Offering, merger, consolidation, change of control or with respect to any other aspect sale of Company's affairs, assets except this Agreement, the Stockholders Agreement and the Registration Agreementas described on Schedule 5.3.

Capital Stock and Related Matters. (a) As of the ClosingClosing Date and immediately thereafter, the authorized capital stock of the Company shall IGI will consist of (i) 15,000,000 50,000,000 shares of Common Stock, Stock of which 1,854,692 9,585,645 shares shall be of Common Stock are issued and outstanding, outstanding and 1,197,914 of which 1,907,543 shares shall be of Common Stock have been reserved for issuance upon exercise of the Warrants, and (ii) 52,500 1,000,000 shares of Series A Preferredpreferred stock of IGI, all $0.01 par value, of which shall be no shares are issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreement. As of the ClosingClosing Date, all of the outstanding shares of the Company's Common Stock shall be validly issued, fully paid and nonassessable, and upon payment for the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULE, the Company shall IGI will not have outstanding any Stock stock or securities convertible or exchangeable for any shares of its capital stock other than the Warrants and it will not have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock appreciation or phantom stock rights securities convertible into or plans exchangeable for its capital stock, other than the Warrants and shall the warrants, options and other securities identified on the "Outstanding Options and Warrants Schedule" attached hereto. As of the Closing Date, IGI will not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock, except pursuant to the Stockholders Agreement as set forth herein and the Warrants. (c) Charter Documents as in effect on the date hereof. As of the Closing, all of the outstanding shares of IGI's capital stock will be validly issued, fully paid and nonassessable. There are no statutory or contractual stockholders' preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, the issuance of Common Stock upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder Agreement. The Company IGI has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants Securities hereunder do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There are no proxies or agreements among the IGI's stockholders of the Company with respect to the voting or transfer of the Stock or with respect to any IGI's capital stock other aspect of Company's affairs, except this Agreement, the Stockholders Agreement and the Registration Agreementthan as contemplated herein.

Capital Stock and Related Matters. (ai) As of the ClosingFirst Closing and immediately thereafter, the authorized capital stock of the Company shall consist of (ia) 15,000,000 22,050,000 shares of preferred stock, of which 50,000 shares shall be designated as 12% Cumulative Redeemable Senior Preferred Stock (39,500 of which shall be issued and outstanding) and 22,000,000 shares shall be designated as 12% Cumulative Redeemable Junior Preferred Stock, 20,847,986 of which shall be issued and outstanding) and (b) 30,000,000 shares of Common Stock, of which 1,854,692 10,492,014 shares shall be issued and outstanding, outstanding and 1,197,914 1,113,051 shares shall be reserved for issuance upon exercise of the Warrants, (ii) 52,500 shares of Series A Preferred, all of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreementwarrants. As of the First Closing, all of neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of the Company's Common Stock its capital stock or containing any profit participation features, nor shall be validly issuedit 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, fully paid and nonassessable, and upon payment except for the Series Class A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, Warrants and except as set forth on the attached CAPITALIZATION SCHEDULE"Capitalization Schedule." As of the First Closing, neither the Company nor any Subsidiary shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital 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 the Stockholders Agreement Articles of Incorporation. As of the First Closing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and nonassessable. The 595,895 shares of Common Stock issuable upon exercise of all of the WarrantsWarrants which may be purchased hereunder (if issued on the date hereof) represent 5% of the fully dilluted shares of Common Stock after giving effect to the issuance of any shares of Common Stock required under any agreement set forth on the Capitalization Schedule other than shares issuable upon conversion of any promissory note. (cii) There are no statutory or contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series Class A Preferred and or the Warrants hereunder, hereunder or the issuance of the Common Stock upon exercise of the Warrants or with respect to any other issuance Warrants. Assuming the accuracy of Stock of each Purchaser's representations and warranties made hereunder, the Company or, except as provided in the Stockholder Agreement. The Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Common Stock upon exercise of Class A Preferred or the Warrants hereunder do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There To the best of the Company's knowledge, except as set forth on the Capitalization Schedule, there are no voting trusts or agreements, stockholders' agreements, pledge agreements, buy- sell agreements, rights of first refusal, contractual preemptive rights or proxies or agreements among the stockholders relating to any securities of the Company with respect or any of its Subsidiaries (whether or not the Company or any of its Subsidiaries is a party thereto). Each Purchaser shall receive title to the voting or transfer of the Stock or with respect to any other aspect of Company's affairs, except this Agreement, the Stockholders Agreement Class A Preferred and the Registration AgreementWarrants purchased by it hereunder free and clear of all taxes and Liens other than Liens created by such Purchaser.

Capital Stock and Related Matters. (ai) As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company shall consist of: (a) 1,000,000 shares of preferred stock, of which 20,000 shares shall be designated as Preferred Stock (iall of which shall be issued and outstanding) 15,000,000 and no other such shares shall be outstanding, and (b) 20,000,000 shares of Common Stock, of which 1,854,692 1,290,012 shares shall be issued and outstanding, and 1,197,914 565,966 shares shall be reserved for issuance upon exercise of the Series A Warrants, (ii) 52,500 424,474 shares of Series A Preferred, all of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to upon exercise of the ▇▇▇▇▇▇▇▇ Purchase Agreement, Series B Warrants and (iv) 6,250 549,377 shares of Series C Preferred, all of which shall be reserved for issuance upon exercise of other outstanding options and warrants to GHI, SIC, SMHC, Geneve, and FIRC pursuant to acquire the Share Option Purchase AgreementCompany's Common Stock (as described below). As of the Closing, all of neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of the Company's Common Stock its capital stock or containing any profit participation features, nor shall be validly issuedit 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 or similar rights or plans, fully paid and nonassessable, and upon payment except for the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, Warrants and except as set forth on the attached CAPITALIZATION SCHEDULE"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 number of shares covered, the exercise price and the expiration date. As of the Closing, neither the Company nor any Subsidiary shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital 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 the Stockholders Agreement and the Warrants. (c) There are no statutory or contractual stockholders' preemptive rights or rights Certificate of first offer or refusal with respect to the issuance ----------------------- Designation. As of the NotesClosing, Series A Preferred and the Warrants hereunder, the issuance of Common Stock upon exercise all of the Warrants or with respect to any other issuance of Stock outstanding shares of the Company or, except as provided in the Stockholder Agreement. The Company has not violated any applicable Securities Laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants do not and will not require registration under any applicable Securities Laws. There are no proxies or agreements among the stockholders of the Company with respect to the voting or transfer of the Stock or with respect to any other aspect of Company's affairscapital stock shall be validly issued, except this Agreement, the Stockholders Agreement fully paid and the Registration Agreementnonassessable.

Capital Stock and Related Matters. (a) As of the date hereof and as of the Closing, (i) the authorized capital stock of the Company BCI shall consist of (i) 15,000,000 20,000 shares of Common Stockcommon stock, par value $10.00 per share, of which 1,854,692 shares 420 shall be issued and outstanding, outstanding and 1,197,914 shares shall be reserved for issuance upon exercise held beneficially and of record by the WarrantsSellers in the amounts set forth opposite their respective names on Schedule 4(c) attached hereto, (ii) 52,500 the authorized capital stock of BWI shall consist of 1,000 shares of Series A Preferredcommon stock, all par value $1.00 per share, of which 500 shall be issued and outstandingoutstanding and held beneficially and of record by the Sellers in the amounts set forth opposite their respective names on Schedule 4(c) attached hereto, and (iii) 7,000 the authorized capital stock of PPI shall consist of 1,000 shares of Series B Junior Preferredcommon stock, all par value $1.00 per share, of which 1,000 shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to issued and outstanding and held beneficially and of record by the ▇▇▇▇▇▇▇▇ Purchase Agreement, and (ivSellers in the amounts set forth opposite their respective names on Schedule 4(c) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreementattached hereto. As of the date hereof and as of the Closing: (i) the Companies 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; (ii) all of the outstanding shares of the Company's Common Stock Companies' capital stock shall be validly issued, fully paid and nonassessable, ; (iii) there are no statutory or contractual stockholders preemptive rights or rights of refusal with respect to the Shares; and upon payment for the Series A Preferred and the Closing hereunder, all (iv) none of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULE, the Company shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be Companies are subject to any option or obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, except pursuant options or other rights to the Stockholders Agreement and the Warrants. (c) There are no statutory or contractual stockholders' preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, the issuance of Common Stock upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder Agreementacquire its capital stock. The Company has Companies have not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants do not and will not require registration under any applicable Securities Lawscapital stock. There are no proxies or agreements among the stockholders of the Company with respect to the voting or transfer of the Stock Companies' capital stock or among the Sellers with respect to any other aspect of Company's the Companies' affairs. The sale and delivery of the Shares by the Sellers to the Purchasers pursuant to Section 1 hereof, except this Agreementwill vest in the Purchasers legal and valid title to the Shares, the Stockholders Agreement free and the Registration Agreementclear of all Liens, Taxes or other restrictions of any kind.

Capital Stock and Related Matters. (a) 4.2.1 As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company shall consist of: (a) 10,000,000 shares of preferred stock, (i) 15,000,000 shares of Common Stock, of which 1,854,692 500,000 shares shall be designated as Series A Preferred, none of which shall be issued and outstanding, and 1,197,914 (ii) of which 1,458,335 shares shall be reserved for issuance upon exercise of the Warrants, (ii) 52,500 shares of designated as Series A B Preferred, all none of which shall be issued and outstanding, (iii) 7,000 of which 30,000 shares shall be designated as Series C Convertible Preferred Stock, of which 17,358.824 shares shall be issued and outstanding, (iv) of which 32,000 shares shall be designated as Series D Convertible Preferred Stock, of which (a) 5,498.319 shares shall be issued and outstanding and (b) 17,358.824 shares shall be reserved for future issuance upon conversion of the Series C Convertible Preferred Stock, (v) of which 15,000 shares shall be reserved for future issuance under the Warrant Agreement and (vi) of which 105,000 shares shall be reserved for future issuance pursuant to the Preferred Stock Purchase Agreement; and (b) 100,000,000 shares of Series B Junior PreferredCommon Stock, all of which 17,710,189 shares shall be issued and outstanding, 9,142,858 shares shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to upon conversion of the ▇▇▇▇▇▇▇▇ Purchase Agreement, Company's Series D Convertible Preferred Stock and (iv) 6,250 4,689,599 shares of Series C Preferred, all of which shall be reserved for issuance upon exercise of outstanding options and warrants to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreement. As of the Closing, all of the outstanding shares of the Company's purchase Common Stock shall be validly issued, fully paid and nonassessable, and upon payment for as set forth on the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessableattached "Capitalization Schedule." ----------------------- (bc) 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, except for the Convertible Preferred Stock, the Warrants and except as set forth on the attached CAPITALIZATION SCHEDULE"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 type of security, the number of shares covered, the exercise price and the expiration date. As of the Closing, neither the Company nor any Subsidiary shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital 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 the Stockholders Agreement Certificates of Designation. As of the Closing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and the Warrantsnonassessable. (c) 4.2.2 There are no statutory or or, to the best of the Company's knowledge, contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the NotesWarrant Shares, Series A the Warrants, or the Purchased Preferred and the Warrants hereunder, or the issuance of the Common Stock issuable upon conversion of the Warrant Shares or the Purchase Preferred or upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder AgreementWarrants. The Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Common Stock upon exercise of Warrants and the Warrants Purchased Preferred do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There To the best of the Company's knowledge, there are no proxies or agreements among between the Company's stockholders of the Company with respect to the voting or transfer of the Stock Company's capital stock or with respect to any other aspect of the Company's affairs, except this Agreement, as set forth on the Stockholders Agreement and the Registration Agreement.Capitalization Schedule. -----------------------

Capital Stock and Related Matters. (ai) As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company shall consist of (ia) 15,000,000 10,000,000 shares of preferred stock, of which 2,000 shares shall be designated as Series A Preferred (the "Series A Preferred") (of which 2,000 shares shall be issued and outstanding) and 5,000,000 shares shall be designated as Series B Preferred (of which 823,455 shares shall be issued and outstanding) and (b) 40,000,000 shares of Common Stock, of which 1,854,692 10,000,000 shares shall be issued and outstanding, outstanding and 1,197,914 2,500,000 shares shall be reserved for issuance upon exercise conversion of the Warrants, (ii) 52,500 shares of Series A Preferred, all of which shall be issued Preferred and outstanding, (iii) 7,000 5,000,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to upon conversion of the ▇▇▇▇▇▇▇▇ Purchase Agreement, and (iv) 6,250 shares Series B Preferred or exercise of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase AgreementWarrant. As of the Closing, all of neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of the Company's Common Stock its capital stock or containing any profit participation features, nor shall be validly issuedit 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, fully paid and nonassessable, and upon payment except for the Series A B Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, Warrant and except as set forth on the attached CAPITALIZATION SCHEDULE"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 number of shares covered, the exercise price and the expiration date. As of the Closing, neither the Company nor any Subsidiary shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to as set forth on the Stockholders Agreement Capitalization Schedule. As of the Closing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and the Warrantsnonassessable. (cii) There are no statutory or or, to the best of the Company's knowledge, contractual stockholdersshareholders' preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A B Preferred and or the Warrants Warrant hereunder, the issuance of the Common Stock upon conversion of the Series B Preferred or upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder AgreementWarrant. The Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Common Stock upon exercise of Series B Preferred, the Warrants Warrant or the Note hereunder do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There To the best of the Company's knowledge, there are no proxies or agreements among between the stockholders of the Company Company's shareholders with respect to the voting or transfer of the Stock Company's capital stock or with respect to any other aspect of the Company's affairs, except this Agreement, as set forth in the Stockholders Agreement and the Registration AgreementCapitalization Schedule.

Capital Stock and Related Matters. (ai) As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company shall consist of (ia) 15,000,000 500,000 shares of preferred stock, of which (1) 60,000 shares shall be designated as Class A Preferred (of which 30,000 shares shall be issued and outstanding and 30,000 shares shall be reserved for issuance upon conversion of the Class B Preferred), (2) 30,000 shares shall be designated as Class B Preferred (all of which shall be issued and outstanding), (3) 75,000 shares shall be designated as Class C Preferred (of which 37,500 shares shall be issued and outstanding and 37,500 shares shall be reserved for issuance upon conversion of the Class D Preferred) and (4) 37,500 shares shall be designated as Class D Preferred (all of which shall be issued and outstanding) and (b) 6,000,000 shares of Common Stock, (x) of which 1,854,692 5,000,000 shares shall be designated as Class A Common (of which (1) 928,073 shares shall be issued and outstandingoutstanding and held beneficially and of record by the Persons (and in the amounts) set forth on the attached Capitalization -------------- Schedule, and 1,197,914 (2) 480,000 shares shall be reserved for issuance upon conversion of -------- the Class A Preferred, (3) 24,000 shares shall be reserved for issuance upon exercise of the WarrantsClass A Warrant, (ii4) 52,500 349,000 shares shall be reserved for issuance upon conversion of Series A the Class C Preferred, all (5) 264,000 shares shall be reserved for issuance upon conversion of the Class B Common issued upon conversion of the Class B Preferred and exercise of the Class B Warrant, (6) 174,500 shares shall be reserved for issuance upon conversion of the Class B Common issued upon conversion of the Class D Preferred), (y) 1,000,000 shares shall be designated as Class B Common ((1) 10,670 shares of which shall be issued and outstanding, (iii2) 7,000 240,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to upon conversion of the ▇▇▇▇▇▇▇▇ Purchase Agreement, and (iv) 6,250 shares of Series C Class B Preferred, all (3) 24,000 shares of which shall be reserved for issuance to GHI, SIC, SMHC, Geneveupon the exercise of the Class B Warrant, and FIRC (4) 174,500 shares of which shall be reserved for issuance upon conversion of the Class D Preferred), and (z) 187,492 shares shall be reserved for issuance upon the exercise of (1) certain common stock warrants issued pursuant to the Share Option Purchase AgreementPrivate Placement Memorandum and (2) the WSDF Warrants. As of the Closing, all of neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of the Company's Common Stock its capital stock or containing any profit participation features, nor shall be validly issuedit 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, fully paid and nonassessable, and upon payment except for the Series Preferred Stock, the Class A Preferred and Stock, the Closing hereunderClass B Preferred Stock, all of the outstanding shares of Class B Common, the Series A Preferred shall be validly issuedWarrants, fully paid and nonassessable. (b) As of the ClosingWSDF Warrants, the Contingent Warrants and except as set forth on the attached CAPITALIZATION SCHEDULECapitalization Schedule. 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. As of the Closing, neither the Company nor any Subsidiary shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the attached Capitalization Schedule and except pursuant to the Stockholders Agreement Articles of Organization ----------------------- and the WarrantsAmended and Restated Stockholders Agreement. As of the Closing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and nonassessable. (cii) There are no statutory or or, to the best of the Company's knowledge, contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, Stock hereunder or the issuance of the Common Stock upon exercise conversion of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder AgreementPreferred Stock. The Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Common Preferred Stock upon exercise of the Warrants hereunder do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There Except as disclosed on the attached Capitalization Schedule, to the best of the Company's knowledge, ----------------------- there are no proxies or agreements among between the Company's stockholders of the Company with respect to the voting or transfer of the Stock Company's capital stock or with respect to any other aspect of the Company's affairs, except this Agreement, for the Amended and Restated Stockholders Agreement and the Registration Agreement.

Capital Stock and Related Matters. (a) As of the ClosingSeries B Stage 1 Closing (but not including any sales of securities pursuant to the Rights Offering) and immediately thereafter, the authorized capital stock of the Company shall consist of (ia) 15,000,000 65,000,000 shares of preferred stock, all of which have been designated Series B Participating Preferred Stock, 45,542,832 of which shares shall be issued and outstanding as of the Series B Stage 1 Closing (but prior to the closing of the Rights Offering) and (b) 255,000,000 shares of Common Stock, of which 1,854,692 433,797 shares shall be issued and outstanding, 176,500,000 shares shall be reserved for issuance upon conversion of the Preferred Stock issued in the Series B Stage 1 Closing and 1,197,914 9,373,252 shares shall be reserved for issuance upon exercise of the Warrants, (ii) 52,500 options issued pursuant to Permitted Stock Option Plans and 2,918,744 shares of Series A Preferred, all of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance upon exercise of outstanding warrants. Except as set forth on the attached “Capitalization Schedule,” as of the Series B Stage 1 Closing, the Company shall not have outstanding any stock or securities, nor any options, warrants or other rights to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to acquire capital stock or securities of the ▇▇▇▇▇▇▇▇ Purchase Agreement, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase AgreementCompany or any phantom stock plans or stock appreciation rights. As of the Series B Stage 1 Closing, all of the outstanding shares of the Company's Common Stock ’s capital stock listed on the Capitalization Schedule shall be validly issued, fully paid and nonassessable, and upon payment for the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessablenon-assessable. (b) As of the Closing, and except Except as set forth on the attached CAPITALIZATION SCHEDULESchedule 4.2(b), the Company shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Stock, except pursuant to the Stockholders Agreement and the Warrants. (c) There there are no statutory or contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, Stock hereunder or the issuance of the Common Stock upon exercise conversion of any of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder AgreementPreferred Stock. The Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Preferred Stock hereunder or the issuance of the Common Stock upon the conversion of the Preferred Stock or the exercise of the Warrants options granted under Permitted Stock Option Plans do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There are no proxies or agreements among between the Company’s stockholders of the Company with respect to the voting or transfer of the Stock Company’s capital stock or with respect to any other aspect of the Company's ’s affairs, except for this Agreement, the Stockholders Agreement and the Registration Shareholders Agreement.

Capital Stock and Related Matters. (ai) As of the ClosingClosing and after giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Company shall consist of (ia) 15,000,000 175,000 shares of Class A Participating Preferred Stock, par value $.01 per share (the "Preferred Stock"), 125,000 of which shall be issued and outstanding and (b) 1,500,000 shares of Common Stock, of which 1,854,692 shares shall be issued and outstanding, and 1,197,914 shares shall be reserved for issuance upon exercise of the Warrants, (ii) 52,500 shares of Series A Preferred, all 1,250,000 of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreement. As of the Closing, all neither the Company nor any of the its subsidiaries shall have outstanding any stock or securities convertible or exchangeable for any shares of the Company's Common Stock its capital stock or containing any profit participation features, nor shall be validly issuedit 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, fully paid and nonassessable, and upon payment except for the Series A Preferred Stock and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) Common Stock. As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULE, neither the Company nor any of its Subsidiaries shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to as set forth in the Stockholders Agreement 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 and the WarrantsCommon 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. (cii) There are no statutory or contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, the issuance of Common Stock upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder Agreementhereunder. The Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants do not and will hereunder does not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There are no proxies or agreements among between the Company's stockholders of the Company with respect to the voting or transfer of the Stock Company's capital stock or with respect to any other aspect of the Company's affairs, except this Agreement, the Stockholders Agreement and the Registration Agreement.

Capital Stock and Related Matters. (ai) As of the ClosingEffective Date and immediately thereafter, the authorized capital stock of the Company shall consist EDI consists solely of (i) 15,000,000 50,000,000 shares of Common Stockcommon stock, par value $0.01 (the "EDI CAPITAL STOCK"), of which 1,854,692 15,150,313 shares, which includes 800,000 shares to be issued pursuant to this Agreement, shall be issued and outstanding, and 1,197,914 shares shall be reserved for issuance upon exercise of the Warrants, (ii) 52,500 shares of Series A Preferred, all of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreement. As of the ClosingEffective Date, all of the neither EDI nor its Subsidiary has outstanding any stock or securities convertible or exchangeable for any shares of the Company's Common Stock its capital stock or containing any profit participation features, nor shall be validly issued, fully paid and nonassessable, and upon payment for the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULE, the Company shall not it have outstanding any Stock 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 rights or plans and shall not be plans. As of the Effective Date, neither EDI nor its Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, except pursuant options or other rights to acquire its capital stock. As of the Stockholders Agreement Effective Date, all of the outstanding shares of EDI Capital Stock are validly issued, fully paid and the Warrantsnonassessable. (cii) There are no statutory or or, to the best of EDI's knowledge, contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants EDI's Capital Stock hereunder, the issuance of Common Stock upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder Agreement. The Company EDI has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Common EDI's Capital Stock upon exercise of the Warrants hereunder do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There To the best of EDI's knowledge, there are no proxies or agreements among the between EDI's stockholders of the Company with respect to the voting or transfer of the Stock EDI's capital stock or with respect to any other aspect of CompanyEDI's affairs, except this Agreement, the Stockholders Agreement and the Registration Agreement.

Capital Stock and Related Matters. (a) As of the ClosingClosing Date, and after --------------------------------- giving effect to the transactions contemplated hereby and pursuant to the Related Documents, (i) the authorized capital stock of the Company shall will consist of a total of 101,000,000 shares as follows: (ia) 15,000,000 100,000,000 shares of Common Stock, of which 1,854,692 19,229,577 shares shall be are issued and outstandingoutstanding after giving effect to the closing under the Securities Purchase Agreement, the ownership and 1,197,914 the consideration paid for which is set forth on Schedule 8C and (1) 4,383,333 shares shall be of which are reserved for the exercise of options or warrants to purchase such shares issued or issuable to officers, directors, consultants, independent contractors and employees of the Company and its Subsidiaries and other providers of services to the Company and its Subsidiaries and (2) 2,715,000 shares of which are reserved for issuance upon exercise of the WarrantsWarrants and other warrants, after giving effect to the Closing; and (iib) 52,500 1,000,000 shares of preferred stock, par value $.01, of which 5,000 shares are designated Series A PreferredPreferred Stock, all of which shall be are issued and outstanding, (iii) 7,000 shares outstanding as of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant the Closing Date after giving effect to the ▇▇▇▇▇▇▇▇ Purchase Agreement, Closing; (ii) all issued and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreement. As of the Closing, all of the outstanding shares of the Company's Common Stock shall be have been duly and validly issued, fully paid and nonassessable, and upon payment non-assessable; (iii) no shares of capital stock of the Company will be owned or held by or for the Series A Preferred and the Closing hereunder, all account of the outstanding shares Company or any of the Series A Preferred shall be validly issued, fully paid and nonassessable. its Subsidiaries; (biv) As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULESchedule 8C, neither the Company shall not nor any of its Subsidiaries will have outstanding any Stock securities convertible into or exchangeable for any shares of capital stock or any rights (either preemptive or other) to subscribe for or to purchase, 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, or any stock appreciation or phantom stock rights securities convertible into or plans and shall not exchangeable for any capital stock; (v) except as set forth on Schedule 8C, neither the Company nor any of its Subsidiaries will be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or warrants or options to purchase shares of its capital stock; (vi) except as set forth on Schedule 8C, except pursuant neither the Company nor any of its Subsidiaries is a party to any agreement (other than this Agreement, the Stockholders Securities Purchase Agreement and the Warrants. Securityholders Agreement) restricting the transfer of any shares of its capital stock; and (cvii) There are no statutory neither the Company nor any of its Subsidiaries will have filed or contractual stockholders' preemptive rights be required to file, pursuant to Section 12 of the Exchange Act, a registration statement relating to any class of debt or rights equity securities as of first offer or refusal with respect to the date hereof. Upon the Closing, and after giving effect the issuance of the Notes, Series A Preferred and the Warrants hereunder, the issuance of Common Stock 2,500,000 Warrant Shares upon exercise of the Warrants or with respect to any other issuance of Stock Warrants, such Warrant Shares will constitute 10.41% of the Company or, except as provided in the Stockholder Agreement. The Company has not violated any applicable Securities Laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants do not and will not require registration under any applicable Securities Laws. There are no proxies or agreements among the stockholders of the Company with respect to the voting or transfer of the Stock or with respect to any other aspect of Company's affairs, except this Agreement, the Stockholders Agreement and the Registration AgreementFully Diluted Outstanding Shares.

Capital Stock and Related Matters. (a1) As of Immediately prior to the Closing, the authorized capital stock of the Company shall consist of (ia) 15,000,000 100,000,000.00 shares of Common Stock, of which 1,854,692 2,361,326.16 shares shall be issued and outstanding; (b) 400,000.00 shares of Series A Preferred, of which 329,127.50 shares shall be issued and outstanding, and 1,197,914 (c) 142,500.00 shares of Series B Preferred, of which 107,880.57 shares shall be reserved for issuance upon exercise of the Warrantsissued and outstanding, (iid) 52,500 7,500.00 shares of Series A C Preferred, all of which 5,677.92 shares shall be issued and outstanding, (e) 100,000 shares of Series D Preferred, none of which shall be issued and outstanding, (iiif) 7,000 30,000 shares of Series B Junior E Preferred, all none of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement, issued and outstanding and (ivg) 6,250 30,000 shares of Series C E-1 Preferred, all none of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, issued and FIRC pursuant outstanding. The attached Capitalization Schedule sets forth the ownership of the Company immediately prior to the Share Option Purchase AgreementClosing. As of the Closing, all of the Company shall not have outstanding (or any commitments to issue) any stock or securities convertible or exchangeable for any shares of the Company's Common Stock its capital stock or containing any profit participation features, nor shall be validly issuedit 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, fully paid and nonassessable, and upon payment for the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULECapitalization Schedule or as contemplated by this Agreement or the Exchange Offer. As of the Closing, the Company shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to the Stockholders Agreement Executive Stock Agreements and the WarrantsInvestor Rights Agreement or as contemplated by this Agreement or the Exchange Offer. All of the outstanding shares of the Company's capital stock are, and as of the Closing shall be, validly issued, fully paid and nonassessable. (c2) There are no statutory or or, to the Company's actual knowledge, contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, the issuance of Common Stock upon exercise Purchased Equity hereunder or any other capital stock or other securities of the Warrants or with respect to any other issuance of Stock of the Company orCompany, except as provided set forth in the Stockholder Investor Rights Agreement. The Based upon the representations and warranties of the Purchasers set forth herein, and to the Company's knowledge, the Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock or other securities, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants Purchased Equity hereunder do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There To the Company's actual knowledge, there are no proxies or agreements among between the Company's stockholders of the Company with respect to the voting or transfer of the Stock Company's capital stock or with respect to any other aspect of the Company's affairs, except this Agreement, for the Stockholders Investor Rights Agreement and Executive Stock Agreements. The Company has not granted any registration rights other than under the Registration Investor Rights Agreement.

Capital Stock and Related Matters. (a) As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company Issuer shall consist of (a) 25,000,000 shares of preferred stock, of which (i) 15,000,000 4,500,000 shares have been designated as Series A Cumulative Convertible Preferred Stock (none of which shall be issued and outstanding as of the Closing) and (ii) 10,000,000 shares shall be designated as Series B Convertible Preferred Stock (2,806,796 of which shall be issued and outstanding as of the Closing and the remainder of which shall be reserved for issuance upon exercising the Additional Warrants and the Preferred Warrants) and (b) 75,000,000 shares of Common Stock, of which 1,854,692 (i) 16,298,760 shares shall be issued and outstandingoutstanding as of the Closing, and 1,197,914 (ii) 10,000,000 shares shall be reserved for issuance upon conversion of the Series B Shares, (iii) 5,515,835 shares shall be reserved for issuance upon exercise of stock options, warrants (including the Warrants, Common Warrants but excluding the securities described in clause (iiiv) 52,500 shares of Series A Preferred, all of which shall be issued below) and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement, convertible securities and (iv) 6,250 certain of the remaining shares of Series C Preferred, all of which shall be are reserved for issuance upon the exercise the warrants issued to GHIBayview Capital Partners L.P., SICthe Convertible Subordinated Promissory Note issued to CEX Holdings, SMHC, GeneveInc, and FIRC pursuant the 9% Convertible Subordinated Promissory Note issued to the Share Option Purchase AgreementJ. Iver & Company. As of the Closing, all of neither the Issuer nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of the Company's 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 ("Common Stock shall be validly issuedEquivalents"), fully paid and nonassessable, and upon payment except for the Series A Preferred B Shares and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, Warrants and except as set forth on the attached CAPITALIZATION SCHEDULECapitalization Schedule (a). Capitalization Schedule (a) accurately sets forth the following information with respect to all outstanding Common Stock Equivalents: the holder, the Company number of shares covered, the exercise price and the expiration date. As of the Closing, neither the Issuer nor any Subsidiary shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule (a) and except pursuant to the Stockholders Agreement Certificate of Designation. As of the Closing, all of the outstanding shares of the Issuer's capital stock shall be validly issued, fully paid and the Warrantsnonassessable. (cb) There Except as set forth on Capitalization Schedule (b) hereto, there are no statutory or contractual stockholders' preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, Securities hereunder or the issuance of the Common Stock upon exercise conversion of the Warrants or with respect to any other issuance of Stock of Securities. Except as set forth on Capitalization Schedule (b) hereto, the Company or, except as provided in the Stockholder Agreement. The Company Issuer has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants do not and will not require registration under any applicable Securities Lawscapital stock. There are no proxies or agreements among between the stockholders Issuer and any of the Company Issuer's stockholders with respect to the voting or transfer of the Stock or with respect to any other aspect of CompanyIssuer's affairs, except this Agreement, the Stockholders Agreement and the Registration Agreementcapital stock.

Capital Stock and Related Matters. (a) As of the ClosingClosing and --------------------------------- immediately thereafter, the authorized capital stock of the Company shall consist of (i) 15,000,000 115,000 shares of Common Preferred Stock, of which 1,854,692 10,000 shares shall be issued and outstanding, and 1,197,914 shares shall be reserved for issuance upon exercise of the Warrants, designated as Class A Preferred (ii) 52,500 shares of Series A Preferred, all of which shall be issued and outstanding) and 105,000 shares shall be designated as Class B Preferred Stock, par value $.01 per share (iiithe "Class B Preferred") 7,000 (70,000 shares of Series B Junior Preferred, all which shall be issued and outstanding and 35,000 shares of which shall be reserved for future issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Recapitalization Agreement, ) and (iv) 6,250 380,000,000 shares of Series C PreferredCommon Stock, all of which 180,000,000 shares shall be reserved for issuance to GHIdesignated as Class A Common Stock, SICpar value $.01 per share (the "Class A Common"), SMHC180,000,000 shares shall be designated as Class B Common Stock, Genevepar value $.01 per share (the "Class B Common") and 20,000,000 shares shall be designated as Class L Common Stock, and FIRC pursuant to par value $.01 per share (the Share Option Purchase Agreement"Class L Common"). As of the Closing, all of the outstanding shares Class A Preferred to be sold pursuant to this Agreement shall be initially convertible into not less than 6.25% of the Company's Class L Common Stock shall be validly issuedand Class A Common, fully paid and nonassessablebefore taking into account any shares of common stock issued or issuable to employees, and upon payment for the Series A Preferred and the Closing hereunder, all officers or directors of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) Company or its Subsidiaries or financing sources. As of the Closing, and except as set forth on for the attached CAPITALIZATION SCHEDULEClass A Preferred, the Company shall will not have outstanding any Stock stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor, except for the Class A Preferred and the shares of stock reserved for grant of stock options to the management of the Company and its Subsidiaries (including any such stock options granted on or prior to the Closing Date), 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 rights or plans and shall plans. As of the Closing, except with respect to the Class A Preferred, the Company will not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, except pursuant options or other rights to the Stockholders Agreement and the Warrants. (c) There are no statutory or contractual stockholders' preemptive rights or rights of first offer or refusal with respect to the issuance acquire its capital stock. As of the NotesClosing, Series A Preferred and the Warrants hereunder, the issuance of Common Stock upon exercise all of the Warrants or with respect to any other issuance of Stock outstanding shares of the Company or, except as provided in the Stockholder Agreement. The Company has not violated any applicable Securities Laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants do not and will not require registration under any applicable Securities Laws. There are no proxies or agreements among the stockholders of the Company with respect to the voting or transfer of the Stock or with respect to any other aspect of Company's affairscapital stock will be validly issued, except this Agreement, the Stockholders Agreement fully paid and the Registration Agreementnonassessable.

Capital Stock and Related Matters. (ai) As of the Closingdate hereof, the authorized capital stock of the Company consists of 30,000,000 shares of Common Stock, of which 11,060,000 shares are issued and outstanding and are held beneficially and of record by the Sellers as set forth on the CAPITALIZATION SCHEDULE attached hereto (free and clear of all Encumbrances) and of which 5,200,000 shares are reserved for issuance upon exercise of stock options authorized pursuant to the Stock Option Plans. As of the Closing and immediately thereafter (and after giving effect to the issuance of the Preferred Stock), the authorized capital stock of the Company shall consist of (ia) 15,000,000 482,684 shares of Common Redeemable Preferred Stock, of which 1,854,692 shares shall be issued and outstanding, and 1,197,914 shares shall be reserved for issuance upon exercise of the Warrants, (ii) 52,500 shares of Series A Preferred, all of which shall be issued and outstanding, (iiib) 7,000 22,790,000 shares of Series B Junior PreferredConvertible Preferred Stock, all of which 22,785,424 shall be issued and outstanding and (c) 50,000,000 shares of Common Stock, of which 2,212,000 shares shall be issued and outstanding and 22,790,000 shares shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to upon conversion of the ▇▇▇▇▇▇▇▇ Purchase Agreement, Convertible Preferred Stock and (iv) 6,250 6,268,397 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC upon exercise of stock options authorized pursuant to the Share Stock Option Purchase AgreementPlans. As of the Closing, all of the outstanding shares of the Company's Common Stock shall be validly issued, fully paid and nonassessable, and upon payment for the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, and except Except as set forth in the immediately preceding sentence or on the attached CAPITALIZATION SCHEDULE, the Company shall does not have and as of the Closing Date will not have outstanding any, stock or securities convertible or exchangeable for any Stock shares of its capital stock or containing any profit participation features, nor 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 rights or plans and shall plans, other than, as of the Closing Date, any options granted pursuant to the Stock Option Plans as of the Closing Date. The Company is not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, except options or other rights to acquire its capital stock, other than as expressly provided in or contemplated by this Agreement and, as of the Closing, pursuant to the Stockholders Agreement Articles of Incorporation and the WarrantsShareholders Agreement. As of the date hereof and as of the Closing and immediately thereafter, all of the outstanding shares of the Company's capital stock are or shall be validly issued, fully paid and nonassessable. (cii) There are no statutory or contractual stockholders' shareholder preemptive rights or rights of first offer refusal or refusal other similar restrictions with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, Stock hereunder or the issuance of any Common Stock upon exercise the conversion of the Warrants Convertible Preferred Stock. Except for such violation or with respect to any other issuance of Stock of the Company or, except as provided violations which individually or in the Stockholder Agreement. The aggregate have not had and would not reasonably be expected to have a Material Adverse Effect, the Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; capital stock and the offer, sale and issuance of the NotesPreferred Stock hereunder, Series A Preferred the grant of any stock options under the Stock Option Plans and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise the conversion of the Warrants do not and will Convertible Preferred Stock does not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There Except for the Shareholders Agreement to be executed and delivered at the Closing, there are no proxies agreements or agreements understandings between the Company's shareholders or among the stockholders of the Company any other Person with respect to the voting or transfer of the Stock Company's capital stock or with respect to any other aspect of the Company's affairs, except this Agreement, the Stockholders Agreement and the Registration Agreementgovernance.

Capital Stock and Related Matters. (a) As of the First Closing (except as set forth below with respect to the Series C Preferred as of the First Closing and the Second Closing, and immediately thereafter, the authorized capital stock of the Company Issuer shall consist of (a) 25,000,000 shares of preferred stock, of which (i) 15,000,000 4,500,000 shares have been designated as Series A Cumulative Convertible Preferred Stock (none of which shall be issued and outstanding as of each Closing) and (ii) 10,000,000 shares shall be designated as Series B Convertible Preferred Stock (2,806,796 of which shall be issued and outstanding as of each Closing) and (iii) 5,000,000 shares shall be designated as Series C Convertible Preferred Stock (833,333 of which shall be issued and outstanding as of the First Closing and 2,000,000 of which shall be issued and outstanding as of the Second Closing and the remainder of which shall be reserved for issuance upon exercising the Series C Warrants), (c) 75,000,000 shares of Common Stock, of which 1,854,692 (i) 16,622,029 shares shall be issued and outstandingoutstanding as of each Closing, and 1,197,914 (ii) 10,000,000 shares shall be reserved for issuance upon conversion of the Series B Shares, (iii) 5,000,000 shares shall be reserved for issuance upon conversion of the Series C Shares, (iv) 8,462,440 shares shall be reserved for issuance upon exercise of stock options, warrants (including the Warrants, Common Warrants but excluding the securities described in clause (iiv) 52,500 below) and convertible securities and (v) certain of the remaining shares of Series A Preferred, all of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be are reserved for issuance upon the exercise the warrants issued to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant Bayview Capital Partners L.P., the Convertible Subordinated Promissory Note issued to the ▇▇▇▇▇▇▇▇ Purchase AgreementCEX Holdings, Inc, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance the 9% Convertible Subordinated Promissory Note issued to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase AgreementJ. Iver & Company. As of the each Closing, all of neither the Issuer nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of the Company's 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 ("Common Stock shall be validly issuedEquivalents"), fully paid and nonassessable, and upon payment except for the Series A B Shares, the Series C Shares, the Preferred Warrants (until the Second Closing) and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, Warrants and except as set forth on the attached CAPITALIZATION SCHEDULECapitalization Schedule (a). Capitalization Schedule (a) accurately sets forth the following information with respect to all outstanding Common Stock Equivalents: the holder, the Company number of shares covered, the exercise price and the expiration date. As of each Closing, neither the Issuer nor any Subsidiary shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on the Capitalization Schedule (a) and except pursuant to the Stockholders Agreement Certificate of Designation. As of each Closing, all of the outstanding shares of the Issuer's capital stock shall be validly issued, fully paid and the Warrantsnonassessable. (cb) There Except as set forth on Capitalization Schedule (b) hereto, there are no statutory or contractual stockholders' preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, Securities hereunder or the issuance of the Common Stock upon exercise conversion of the Warrants or with respect to any other issuance of Stock of Securities. Except as set forth on Capitalization Schedule (b) hereto, the Company or, except as provided in the Stockholder Agreement. The Company Issuer has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants do not and will not require registration under any applicable Securities Lawscapital stock. There are no proxies or agreements among between the stockholders Issuer and any of the Company Issuer's stockholders with respect to the voting or transfer of the Stock or with respect to any other aspect of CompanyIssuer's affairs, except this Agreement, the Stockholders Agreement and the Registration Agreementcapital stock.

Capital Stock and Related Matters. (a1) As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company shall consist of (ia) 15,000,000 132,000 shares of Series A Preferred, of which 132,000 Shares shall be issued and outstanding, (b) 326,833 Shares of Series B Preferred, of which 326,833 shall be issued and outstanding, (c) 430,540 Shares of Series C Preferred, of which 430,540 shall be issued and outstanding (d) 10,000,000 shares of Common Stock, of which 1,854,692 1,095,500 shares shall be issued and outstanding, and 1,197,914 132,000 shares shall be reserved for issuance upon conversion of the outstanding Series A Preferred, 326,833 shares shall be reserved for issuance upon conversion of the outstanding Series B Preferred, 430,540 shall be reserved for issuance upon conversion of the outstanding Series C Preferred to be issued upon closing, 137,000 shall be reserved for issuance upon exercise of the Warrants, (ii) 52,500 shares of Series A Preferred, all of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which 12,000 shall be reserved for issuance upon exercise of options granted to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant members of the Board of Directors, 4,500 shall be reserved for warrants granted to the ▇▇▇▇▇▇▇▇ Purchase Agreement, Silicon Valley Bank and (iv) 6,250 shares of Series C Preferred, all of which 182,000 shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreement. As terms of the Closing, all Option Plan. None of the outstanding shares of the Company's Common Stock shall be validly issued, fully paid and nonassessable, and upon payment for the Series A Preferred and the Closing hereunder, all of the outstanding shares previous issuances of the Series A Preferred shall be validly issuedPreferred, fully paid and nonassessableSeries B Preferred, Common Stock, Warrants or any other outstanding security of the Company have been in violation of any preemptive right or similar right of first refusal. (b2) 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, except for the Series A Preferred, the Series B Preferred, the Series C 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 shares of the Company's capital stock: name of the holder and number of shares of each class of capital stock held. The Capitalization Schedule accurately sets forth the following 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, the grant date and the expiration date. (3) As of the Closing, the Company shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital 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 the Stockholders Agreement Amended and Restated Articles of Incorporation. As of the WarrantsClosing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and nonassessable. (c4) There are no statutory or contractual stockholdersShareholders' preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A C Preferred and the Warrants hereunder, hereunder or the issuance of the Common Stock upon exercise conversion of the Warrants or with respect to any other issuance of Stock of the Company orSeries C Preferred, except as provided in for First Refusal Rights held by Series A Holders under the Stockholder AgreementSeries A Purchase Agreement and the First Refusal Rights held by Series B Holders under the Series B Purchase Agreement which rights have all been duly and validly waived. The Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and capital stock, and, assuming the truth of the Purchasers' representations in Section 7.C hereof, the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants do not and will Shares hereunder does not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There Except as described on the Affiliate Transactions Schedule (as defined in Section 6.T), there are no proxies or agreements among the stockholders of between the Company and any of its Shareholders or, to the Company's knowledge between the Company's Shareholders with respect to the voting or transfer of the Stock Company's capital stock or with respect to any other aspect of the Company's affairs, except this for the Registration Agreement, the Stockholders Shareholders Agreement and the Registration this Agreement.

Capital Stock and Related Matters. (a) As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company shall consist of: (1) 10,000,000 shares of preferred stock, (i) 15,000,000 shares of Common Stock, of which 1,854,692 500,000 shares shall be designated as Series A Preferred, none of which shall be issued and outstanding, and 1,197,914 (ii) of which 1,458,335 shares shall be reserved for issuance upon exercise of the Warrants, (ii) 52,500 shares of designated as Series A B Preferred, all none of which shall be issued and outstanding, (iii) 7,000 of which 30,000 shares shall be designated as Series C Preferred, of which 17,358.824 shares shall be issued and outstanding, (iv) of which 32,000 shares shall be designated as Series D Preferred, of which (a) 5,498.319 shares shall be issued and outstanding and (b) 17,358.824 shares shall be reserved for future issuance upon conversion of the Series C Preferred, (v) of which 15,000 shares shall be reserved for future issuance under the Warrant Agreement and (vi) of which 105,000 shares shall be reserved for future issuance pursuant to this Agreement; and (2) 100,000,000 shares of Series B Junior PreferredCommon Stock, all of which 17,710,189 shares shall be issued and outstanding, 9,142,858 shares shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to upon conversion of the ▇▇▇▇▇▇▇▇ Purchase AgreementSeries D Preferred, and (iv) 6,250 4,689,599 shares of Series C Preferred, all of which shall be reserved for issuance upon exercise of outstanding options and warrants to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreement. As of the Closing, all of the outstanding shares of the Company's purchase Common Stock shall be validly issued, fully paid and nonassessable, and upon payment for as set forth on the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessableattached "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, except for the Preferred Stock, the Warrants and except as set forth on the attached CAPITALIZATION SCHEDULECapitalization 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 type of security, the number of shares covered, the exercise price, the expiration date and whether such security vests upon a "change in control". As of the Closing, neither the Company nor any Subsidiary shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital 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 the Stockholders Agreement Certificates of Designation. As of the Closing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and the Warrantsnonassessable. (c) There are no statutory or or, to the best of the Company's knowledge, contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the NotesWarrant Shares, Series A the Warrants, or the Preferred and the Warrants hereunder, Stock or the issuance of the Common Stock issuable upon conversion of the Warrant Shares or the Preferred Stock or upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder AgreementWarrants. The Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Common Warrants and the Preferred Stock upon exercise of the Warrants do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There To the best of the Company's knowledge, there are no proxies or agreements among between the Company's stockholders of the Company with respect to the voting or transfer of the Stock Company's capital stock or with respect to any other aspect of the Company's affairs, except this Agreement, as set forth on the Stockholders Agreement and the Registration AgreementCapitalization Schedule.

Capital Stock and Related Matters. (a) As of the First Closing (except as set forth below with respect to the Series C Preferred as of the First Closing and the Second Closing, and immediately thereafter, the authorized capital stock of the Company Issuer shall consist of (a) 25,000,000 shares of preferred stock, of which (i) 15,000,000 4,500,000 shares have been designated as Series A Cumulative Convertible Preferred Stock (none of which shall be issued and outstanding as of each Closing) and (ii) 10,000,000 shares shall be designated as Series B Convertible Preferred Stock (2,806,797 of which shall be issued and outstanding as of each Closing) and (iii) 5,000,000 shares have been designated as Series C Convertible Preferred Stock (2,000,000 of which shall be issued and outstanding as of each Closing and the remainder of which shall be reserved for issuance upon exercising the Series C Warrants), (iv) 3,000,000 shall be designated as Series D Convertible Preferred Stock (none of which shall be issued and outstanding prior to the First Closing and up to ________ of which shall be issued and outstanding as of the Second Closing after giving effect to the Closings (including Series D Shares reserved for conversion of a Convertible Bridge Notes dated January 4, 2001 and pursuant to exercise of the Bridge Warrant and (v) ________ shares have been designated as Series E Convertible Preferred Stock (________ of which shall be issued and outstanding as of each closing) and (b) 75,000,000 shares of Common Stock, of which 1,854,692 (i) 16,646,399 shares shall be issued and outstandingoutstanding as of each Closing, and 1,197,914 (ii) 10,000,000 shares shall be reserved for issuance upon conversion of the Series B Shares, (iii) 5,000,000 shares shall be reserved for issuance upon conversion of the Series C Shares, (iv) 12,099,847 shares shall be reserved for issuance upon exercise of stock options, warrants (including the WarrantsCommon Warrants but excluding the securities described in clause (v) below) and convertible securities, (iiv) 52,500 certain of the remaining shares of Series A Preferred, all of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be are reserved for issuance upon the exercise of warrants issued to Bayview Capital Partners L.P., the Convertible Subordinated Promissory Note issued to CEX Holdings, Inc, and the 9% Convertible Subordinated Promissory Note issued to J. Iver & Company, (vi) the issuance of shares of Common Stock to ▇▇▇▇ ▇▇ . ▇▇▇▇▇▇▇▇▇▇▇ pursuant ▇▇ (or a trust solely for his benefit) in respect of a court-approved settlement of his claim against Corporate Express Delivery Systems, Inc. solely to meet any shortfall in the market value between the 600,000 shares of Common Stock that have been issued for the benefit of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ Purchase Agreementin respect of such settlement and the sum of $550,000, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreementterms of such settlement. As of the each Closing, all of neither the Issuer nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of the Company's 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 ("Common Stock shall be validly issuedEquivalents"), fully paid and nonassessable, and upon payment except for the Series A Preferred B Shares, the Series C Shares, the Series D Shares, the Series E Shares and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, Warrants and except as set forth on Schedule 3.02 (a). Schedule 3.02 (a) accurately sets forth the attached CAPITALIZATION SCHEDULEfollowing information with respect to all outstanding Common Stock Equivalents: the holder, the Company number of shares covered, the exercise price and the expiration date. As of each Closing, neither the Issuer nor any Subsidiary shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, options or other rights to acquire its capital stock, except as set forth on Schedule 3.02 (a) and except pursuant to the Stockholders Agreement Certificate of Designation. As of each Closing, all of the outstanding shares of the Issuer's capital stock shall be validly issued, fully paid and the Warrantsnonassessable. (cb) There Except as set forth on Schedule 3.02 (b) hereto, there are no statutory or contractual stockholders' preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, Securities hereunder or the issuance of the Common Stock upon exercise conversion of the Warrants or with respect to any other issuance of Stock of Securities. Except as set forth on Schedule 3.02 (b) hereto, the Company or, except as provided in the Stockholder Agreement. The Company Issuer has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants do not and will not require registration under any applicable Securities Lawscapital stock. There are no proxies or agreements among between the stockholders Issuer and any of the Company Issuer's stockholders with respect to the voting or transfer of the Stock or with respect to any other aspect of CompanyIssuer's affairs, except this Agreement, the Stockholders Agreement and the Registration Agreementcapital stock.

Capital Stock and Related Matters. (ai) As of the ClosingClosing and immediately thereafter, the authorized capital stock of the Company shall consist of (ia) 15,000,000 22,030,000 shares of preferred stock, of which 30,000 shares shall be designated as 12% Cumulative Redeemable Senior Preferred Stock (all of which shall be issued and outstanding) and 22,000,000 shares shall be designated as 12% Cumulative Redeemable Junior Preferred Stock (20,471,759 of which shall be issued and outstanding) and (b) 30,000,000 shares of Common Stock, of which 1,854,692 10,235,844 shares shall be issued and outstanding, outstanding and 1,197,914 830,000 shares shall be reserved for issuance upon exercise of the Warrants, (ii) 52,500 shares of Series A Preferred, all of which shall be issued and outstanding, (iii) 7,000 shares of Series B Junior Preferred, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreement. As of the Closing, all of neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of the Company's Common Stock its capital stock or containing any profit participation features, nor shall be validly issuedit 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, fully paid and nonassessable, and upon payment except for the Series Class A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, Warrants and except as set forth on the attached CAPITALIZATION SCHEDULE"Capitalization Schedule." As of the Closing, neither the ----------------------- Company nor any Subsidiary shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital 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 the Stockholders Agreement 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 the Warrantsnonassessable. (cii) There are no statutory or contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series Class A Preferred and or the Warrants hereunder, hereunder or the issuance of the Common Stock upon exercise of the Warrants or with respect to any other issuance Warrants. Assuming the accuracy of Stock of each Purchaser's representations and warranties made hereunder, the Company or, except as provided in the Stockholder Agreement. The Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Common Stock upon exercise of Class A Preferred or the Warrants hereunder do not and will not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There To the best of the Company's knowledge, except as set forth on the Capitalization Schedule, there are no voting trusts or agreements, stockholders' agreements, pledge agreements, buy- sell agreements, rights of first refusal, contractual preemptive rights or proxies or agreements among the stockholders relating to any securities of the Company with respect or any of its Subsidiaries (whether or not the Company or any of its Subsidiaries is a party thereto). Immediately upon Closing each Purchaser shall receive title to the voting or transfer of the Stock or with respect to any other aspect of Company's affairs, except this Agreement, the Stockholders Agreement Class A Preferred and the Registration AgreementWarrants purchased by it hereunder free and clear of all taxes and Liens other than Liens created by such Purchaser.

Capital Stock and Related Matters. (a) As of the Closingdate hereof, the authorized capital stock of the Company shall consist consists of thirty million (i30,000,000) 15,000,000 shares of Company Common Stock, of which 1,854,692 5,173,679 shares shall be are issued and outstanding, and 1,197,914 shares shall be reserved for issuance upon exercise of the Warrants, fifteen million (ii15,000,000) 52,500 shares of no par value preferred stock, three million six hundred thousand (3,600,000) shares of which are designated as Company Series A PreferredPreferred Stock, all of which shall be are issued and outstanding, outstanding and six million five hundred seventy-six thousand five hundred seventy-seven (iii6,576,577) 7,000 shares of which are designated as Company Series B Junior PreferredPreferred Stock, all of which shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement, are issued and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreementoutstanding. As Schedule 5.6 of the Closing, all Company Disclosure Schedule sets forth the names of the record owners of the Company Common Stock and Company Preferred Stock and the number of shares held by each such owner. The outstanding shares of the Company's Company Common Stock shall be and Company Preferred Stock (i) have been duly authorized and validly issued, issued and are fully paid and nonassessable, nonassessable and upon payment for the Series A Preferred (ii) were issued in compliance with all applicable federal and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, and except state securities laws. Except as set forth above, referenced in the last sentence of this Section 5.6 or set forth on the attached CAPITALIZATION SCHEDULE, Schedule 5.6 of the Company shall Disclosure Schedule, no shares of capital stock of the Company are outstanding; the Company does not have outstanding any Stock securities convertible into or exchangeable for any shares of capital stock, any rights to subscribe for or to purchase 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, or any stock appreciation or phantom stock rights securities convertible into or plans exchangeable for any capital stock; and shall the Company 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 Stockcapital stock. All outstanding securities set forth on Schedule 5.6 of the Company Disclosure Schedule have been validly issued by the Company, except pursuant are fully paid and nonassessable and upon conversion to their underlying security will be validly issued, fully paid and nonassessable. The Company does not have outstanding any bonds, debentures, notes or other obligations the Stockholders Agreement holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. No consent of holders of any Company Options or Company Warrants or of participants in any stock option plan, stock incentive plan or any other similar plan sponsored by the Company is required to allow for the treatment of Company Options and the Warrants. (c) There are no statutory or contractual stockholders' preemptive rights or rights of first offer or refusal Company Warrants as provided in Section 4.2. All actions, if any, required with respect to Company Options, Company Warrants and such option, stock incentive and similar plans to allow for the issuance treatment of Company Options and Company Warrants as is provided in Section 4.2, have been, or prior to the Closing will be, validly taken. As of the Notes, Series A Preferred date hereof there are 16,091,967 Fully Diluted Shares (including 717,711 Vested Options) and the Warrants hereunder, the issuance of Common Stock upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder Agreement. The Company has not violated any applicable Securities Laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants do not and will not require registration under any applicable Securities Laws. There are no proxies or agreements among the stockholders of the Company with respect to the voting or transfer of the Stock or with respect to any other aspect of Company's affairs, except this Agreement, the Stockholders Agreement and the Registration Agreement864,048 Excluded Options.

Capital Stock and Related Matters. (a) As of immediately following the Closing, the authorized capital stock of the Company shall consist of of: (i) 15,000,000 661,655.1 shares of Common StockClass A Common, of which 1,854,692 661,657.2 shares shall be issued and outstanding (ii) 144,594.9 shares of Class B Common, of which 144,592.8 shares shall be issued and outstanding; (iii) 2,500.0 shares of Class C Common, of which 2,500.0 shares shall be issued and outstanding; (iv) 191,250.0 shares of Class D Common, of which no shares shall be issued and outstanding, and 1,197,914 191,250.0 shares shall be reserved for issuance upon exercise of the WarrantsWarrant held by Citicorp Mezzanine Partners, L.P., a Delaware limited partnership; and (iiv) 52,500 117,402.5 shares of 12% Series A PreferredPreferred Stock, all par value $.01 per share, of which 117,402.5 shares shall be issued and outstanding. Except as set forth in this Section 8(c), (iii) 7,000 immediately following the consummation of the transactions contemplated hereby, neither the Company nor any Subsidiary shall have outstanding any stock or securities convertible or exchangeable for any shares of Series B Junior Preferredits capital stock or containing any profit participation features, all of which nor shall be reserved it have outstanding any rights or options to subscribe for issuance or to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant 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. Immediately following the ▇▇▇▇▇▇▇▇ Purchase Agreement, and (iv) 6,250 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC pursuant to the Share Option Purchase Agreement. As consummation of the Closingtransactions contemplated hereby, all of the outstanding shares of the Company's Common Stock shall be validly issued, fully paid and nonassessable, and upon payment for the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred capital stock shall be validly issued, fully paid and nonassessable. (b) As of the Closing, and except as set forth on the attached CAPITALIZATION SCHEDULE, the Company shall not have outstanding any Stock or any stock appreciation or phantom stock rights or plans and shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Stock, except pursuant to the Stockholders Agreement and the Warrants. (c) There are no statutory or or, to the best of the Company's knowledge, contractual stockholders' stockholders preemptive rights or rights of first offer or refusal with respect to the issuance of the Notes, Series A Preferred and Stock hereunder. To the Warrants hereunderbest of the Company's knowledge, the issuance of Common Stock upon exercise of the Warrants or with respect to any other issuance of Stock of the Company or, except as provided in the Stockholder Agreement. The Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; and the offer, sale and issuance of the Notes, Series A Preferred and the Warrants hereundercapital stock, and the offer, sale and issuance of the Common Stock upon exercise of the Warrants hereunder do not and will not require registration under the Securities Act or any applicable Securities Laws. There are no proxies or agreements among the stockholders of the Company with respect to the voting or transfer of the Stock or with respect to any other aspect of Company's affairs, except this Agreement, the Stockholders Agreement and the Registration Agreementstate securities laws.

Capital Stock and Related Matters. (ai) As of the Closingdate hereof, the authorized capital stock of the Company consists of 30,000,000 shares of Common Stock, of which 11,060,000 shares are issued and outstanding and are held beneficially and of record by the Sellers as set forth on the Capitalization Schedule attached hereto (free and clear of all Encumbrances) and of which 5,200,000 shares are reserved for issuance upon exercise of stock options authorized pursuant to the Stock Option Plans. As of the Closing and immediately thereafter (and after giving effect to the issuance of the Preferred Stock), the authorized capital stock of the Company shall consist of (ia) 15,000,000 482,684 shares of Common Redeemable Preferred Stock, of which 1,854,692 shares shall be issued and outstanding, and 1,197,914 shares shall be reserved for issuance upon exercise of the Warrants, (ii) 52,500 shares of Series A Preferred, all of which shall be issued and outstanding, (iiib) 7,000 22,790,000 shares of Series B Junior PreferredConvertible Preferred Stock, all of which 22,785,424 shall be issued and outstanding and (c) 50,000,000 shares of Common Stock, of which 2,212,000 shares shall be issued and outstanding and 22,790,000 shares shall be reserved for issuance to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to upon conversion of the ▇▇▇▇▇▇▇▇ Purchase Agreement, Convertible Preferred Stock and (iv) 6,250 6,268,397 shares of Series C Preferred, all of which shall be reserved for issuance to GHI, SIC, SMHC, Geneve, and FIRC upon exercise of stock options authorized pursuant to the Share Stock Option Purchase AgreementPlans. As of the Closing, all of the outstanding shares of the Company's Common Stock shall be validly issued, fully paid and nonassessable, and upon payment for the Series A Preferred and the Closing hereunder, all of the outstanding shares of the Series A Preferred shall be validly issued, fully paid and nonassessable. (b) As of the Closing, and except Except as set forth in the immediately preceding sentence or on the attached CAPITALIZATION SCHEDULECapitalization Schedule, the Company shall does not have and as of the Closing Date will not have outstanding any, stock or securities convertible or exchangeable for any Stock shares of its capital stock or containing any profit participation features, nor 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 rights or plans and shall plans, other than, as of the Closing Date, any options granted pursuant to the Stock Option Plans as of the Closing Date. The Company is not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stockcapital stock or any warrants, except options or other rights to acquire its capital stock, other than as expressly provided in or contemplated by this Agreement and, as of the Closing, pursuant to the Stockholders Agreement Articles of Incorporation and the WarrantsShareholders Agreement. As of the date hereof and as of the Closing and immediately thereafter, all of the outstanding shares of the Company's capital stock are or shall be validly issued, fully paid and nonassessable. (cii) There are no statutory or contractual stockholders' shareholder preemptive rights or rights of first offer refusal or refusal other similar restrictions with respect to the issuance of the Notes, Series A Preferred and the Warrants hereunder, Stock hereunder or the issuance of any Common Stock upon exercise the conversion of the Warrants Convertible Preferred Stock. Except for such violation or with respect to any other issuance of Stock of the Company or, except as provided violations which individually or in the Stockholder Agreement. The aggregate have not had and would not reasonably be expected to have a Material Adverse Effect, the Company has not violated any applicable Securities Laws federal or state securities laws in connection with the offer, sale or issuance of any of its Stock; capital stock and the offer, sale and issuance of the NotesPreferred Stock hereunder, Series A Preferred the grant of any stock options under the Stock Option Plans and the Warrants hereunder, and the offer, sale and issuance of the Common Stock upon exercise the conversion of the Warrants do not and will Convertible Preferred Stock does not require registration under the Securities Act or any applicable Securities Lawsstate securities laws. There Except for the Shareholders Agreement to be executed and delivered at the Closing, there are no proxies agreements or agreements understandings between the Company's shareholders or among the stockholders of the Company any other Person with respect to the voting or transfer of the Stock Company's capital stock or with respect to any other aspect of the Company's affairs, except this Agreement, the Stockholders Agreement and the Registration Agreementgovernance.