Common use of Capital Structure Clause in Contracts

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 shares of preferred stock, $.01 par value, of the Company ("Company Preferred Stock"). At the close of business on January 31, 1997, (i) 44,957,557 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31, 1997, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c) of the Company Disclosure Schedule sets forth a complete and correct list, as of January 31, 1997, of the holders of all Employee Stock Options, the number of shares subject to each such option and the exercise prices thereof. All

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 36,310,000 shares of Company Class A Common Stock, 150,000,000 12,300,000 shares of nonvoting common stock, par value $0.01 per share (the "Company Class B Nonvoting Common Stock Stock") and 100,000,000 1,000,000 shares of preferred stock, par value $.01 par value, of 0.01 per share (the Company ("Company Preferred Stock"), of which 36,310 shares of Company Preferred Stock have been designated as Series A Junior Participating Preferred Stock (the "Company Series A Preferred Stock"). At As of the close of business on January 31April 30, 19972002, (i) 44,957,557 15,306,095 shares of Company Class A Common Stock (excluding shares held by the Company as treasury shares) were issued and outstanding, (ii) 51,407,868 no shares of Company Class B Common Stock were held by the Company as treasury shares, (iii) 1,458,610 shares of Company Common Stock were reserved and available for issuance pursuant to the 1994 Long-Term Incentive Plan, the 1997 Non-Employee Director Stock Option Plan and the 1997 Executive Deferred Compensation Stock Option Plan (such plans, collectively, the "Company Stock Plans"), (iv) 1,458,610 shares of Company Common Stock were subject to outstanding options or other rights to purchase shares of Company Common Stock granted under the Company Stock Plans (the "Company Stock Options"), (v) 36,310 shares of Company Series A Preferred Stock were authorized for issuance upon the exercise of the rights (the "Rights") distributed to the holders of Company Common Stock pursuant to the Rights Agreement dated as of December 28, 2000, between the Company and Mellon Investor Services LLC, as rights agent (the "Rights Agreement"), (vi) no shares of Company Nonvoting Common Stock were issued and outstanding, outstanding or were held by the Company in its treasury and (iiivii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock outstanding or were held by the Company in its treasury. Section 3.01(c) of the Company Disclosure Schedule sets forth a true, (v) 5,512,500 complete and correct list, as of the close of business on April 30, 2002, of all outstanding Company Stock Options, the number of shares of Company Class A Common Stock were reserved for issuance pursuant subject to each Company Stock Option, the grant dates, exercise prices, expiration dates and vesting schedule of each Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (names of the "holders thereof. All Company Stock Plans") and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Options may, by their terms, be converted into an option to acquire Parent Common Stock in accordance with and to the terms extent provided by Section 5.05. Each Company Stock Option intended to qualify as an "incentive stock option" under Section 422 of the Company's Restated Certificate of IncorporationCode so qualifies. Except as set forth above, at as of the close of business on January 31April 30, 19972002, no shares of capital stock of, or other equity or voting securities of interests in, the Company or options, warrants or other rights to acquire any such stock, securities or interests were issued, reserved for issuance or outstanding. During the period from April 30, 2002, to the date of this Agreement (A) there have been no issuances by the Company or any of its Subsidiaries of shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, other than issuances of shares of Company Common Stock pursuant to the exercise of Company Stock Options outstanding on such date as required by their terms as in effect on the date of this Agreement, and (B) there have been no issuances by the Company or any of its Subsidiaries of options, warrants or other rights to acquire shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. There are no outstanding stock appreciation rights rights, "phantom" stock rights, performance units or other rights (other than options to acquire Company Class A Common Stock granted under the Rights and the Company Stock Plans ("Employee Stock Options")) that are linked to receive shares the price of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. All outstanding shares of Company Common Stock are, and all shares that may be issued pursuant to the Company Stock Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries, and, except as set forth above, no securities or other instruments or obligations of the Company or any of its Subsidiaries, in each case having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or any of its Subsidiaries may vote. Except as set forth above, there are no securities, options, warrants, calls, rights or Contracts of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or Contract. There are not outstanding contractual obligations of the Company or any of its Subsidiaries to (1) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (2) vote or dispose of any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. As of the date of this Agreement, there are no irrevocable proxies and no voting agreements to which the Company is a party with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. As of the date of this Agreement, the outstanding indebtedness of the Company and its subsidiaries is as set forth on Section 4.01(c3.01(c) of the Company Disclosure Schedule sets forth a complete and correct list, as Schedule. There are no outstanding guarantees (or any similar instruments or contracts) of January 31, 1997, indebtedness by the Company or any of the holders of all Employee Stock Options, the number of shares subject to each such option and the exercise prices thereof. Allits subsidiaries.

Capital Structure. The At the date hereof, the authorized capital stock of the Company consists of 300,000,000 90,000,000 shares of Company Class A Common Stock, 150,000,000 and 5,000,000 shares of Company Class B Common Stock and 100,000,000 shares of preferred stockPreferred Stock, $.01 par value, of the Company value per share ("Company Preferred Stock"). At the close of business on January 3116, 19971998, (i) 44,957,557 35,306,657 shares of Company Class A Common Stock (and associated Rights) were issued and outstanding, (ii) 51,407,868 2,070,000 shares of Company Class B Common Convertible Preferred Stock were issued and outstanding, (iii) no shares of Company Preferred Common Stock were issued and outstandingheld in the treasury of the Company or by its Subsidiaries, (iv) 300,300 6,307,000 shares of Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and (vi) 51,407,868 Compensation Program, as amended, options to purchase 5,485,743 shares of Company Class A Common Stock had been issued and were outstanding pursuant to such Stock Compensation Program, (v) 1,000,000 shares of Company Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of pursuant to the Company's Restated 401(k) Plan, dated as of October 14, 1993, as amended, and as of December 31, 1997, no shares of Company Common Stock had been issued and were outstanding pursuant to such 401(k) Plan, (vi) 6,742,671 shares of Company Common Stock were reserved for issuance pursuant to the Certificate of IncorporationDesignation, and (vi) no shares of Company Common Stock were reserved in connection with the Rights Agreement dated October 6, 1997 (the "Rights Agreement") between the Company and Continental Stock Transfer & Trust Company pursuant to which the Company declared a dividend on October 6, 1997 of one preferred share purchase right (a "Right") for each outstanding share of Company Common Stock. Except as set forth above, at the close of business on January 3116, 19971998, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are no All the outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on were validly issued, fully paid and nonassessable and free of preemptive rights. Except as otherwise set forth in a deferred basis granted under disclosure letter making reference to this section, there are no options, warrants, calls, rights or agreements to which the Company Stock Plans or otherwise. Section 4.01(c) any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company Disclosure Schedule sets or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right or agreement. Except as otherwise set forth in a complete disclosure letter making reference to this section, each outstanding share of capital stock of each Subsidiary of the Company that is a corporation is duly authorized, validly issued, fully paid and correct listnonassessable and, except as disclosed in the Company SEC Documents (as defined in Section 3.5) filed prior to the date of January this Agreement, each such share that is owned by the Company or another Subsidiary of the Company, is owned free and clear of all Liens. As of the date of this Agreement, the Company does not have outstanding any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as otherwise set forth in a disclosure letter making reference to this section, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. Exhibit 21 to the Company's Annual Report on Form 10-K for the year ended March 31, 1997, as filed with the SEC (the "Company Annual Report"), is a true, accurate and correct statement in all material respects of all the information required to be set forth therein by the rules and regulations of the holders of all Employee Stock Options, the number of shares subject to each such option and the exercise prices thereof. AllSEC.

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 10,000,000 shares of preferred stock, par value $.01 par value, of 0.01 per share (the Company ("Company Preferred Stock"). At the close of business on January 31October 23, 19972001, (i) 44,957,557 35,666,590 shares of Company Class A Common Stock were issued and outstanding, ; (ii) 51,407,868 no shares of Company Class B Common Stock were issued and outstanding, held by the Company in its treasury; (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock or outstanding or were held by the Company in its treasury; (iv) 150,000 shares of Company Preferred Stock, designated Series A Participating Preferred Stock, are reserved for future issuance upon exercise of the rights issued pursuant to the Rights Agreement, dated May 17, 2001, by and between the Company and American Stock Transfer & Trust Company, as Rights Agent (the "Company Rights Agreement"); (v) 5,512,500 2,601,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Jupiter Communications, LLC 1997 Employee Stock Option Plan; 4,730,000 shares were reserved for issuance under the Jupiter Communications, Inc. 1999 Stock Incentive Plan; 12,000,000 shares were reserved for issuance under the Media Metrix, Inc. Amended and Restated 1991 2000 Equity Incentive Plan; 760,556 shares were reserved for issuance under the Media Metrix, Inc. Stock Option and Incentive Plan and Plan; 80,970 shares were reserved for issuance under the Company s Amended and Restated 1993 AdRelevance, Inc. 1998 Stock Option Plan; 187,130 shares were reserved for issuance under the AdRelevance, Inc. 1999 Stock Option Plan; and 1,931,073 shares were reserved for issuance under the Media Metrix, Inc./Relevant Knowledge, Inc. 1998 Equity Incentive Plan (such plans, collectively, the "Company Stock Plans") ), of which 6,661,037 shares were subject to outstanding Stock Options and 2,392,222 shares were currently exercisable; (vi) 51,407,868 2,000,000 shares of Company Class A Common Stock were reserved for issuance pursuant to the Media Metrix, Inc. Amended and Restated 2000 Employee Stock Purchase Plan (the "ESPP"), of which 49,954 shares of Company Common Stock have been issued; (vii) 125,000 shares of Company Common Stock were reserved for issuance upon conversion the exercise of the warrants (the "Warrants") subject to the warrant agreements listed and described in Section 3.03 of the Company Disclosure Schedule and (viii) 1,750,000 shares of Company Class B Common Stock in accordance with were reserved for issuance upon the terms exercise of options granted to persons who were neither employees, officers, directors or consultants of the Company (excluding those reserved for issuance to the Company's joint venture partners) and sufficient number of shares were reserved for issuance upon the exercise of options granted the Company's joint venture partners assuming such options were exercised as of October 23, 2001 (the "Non-Employee Options") pursuant to option agreements listed and described Section 3.03 of the Company Disclosure Schedule. The Company has made available to Parent accurate and complete copies of the Company Stock Plans, the forms of stock option agreements evidencing the Stock Options, the ESPP, the Warrants and the agreements evidencing the Non-Employee Options. No shares of Company Common Stock are owned by any subsidiary of the Company's Restated Certificate of Incorporation. Except as set forth above, at above and except for shares of Company Common Stock issued upon the exercise of Stock Options or Warrants referenced above subsequent to the close of business on January 31October 23, 19972001 and prior to the date of this Agreement, as of the date of this Agreement no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights ("SARs") or rights (other than options to acquire Company Class A Common the Stock granted Options and purchase rights under the Company Stock Plans ("Employee Stock Options")ESPP) to receive shares of Company Common Stock on a deferred basis or other rights that are linked to the value of shares of Company Common Stock granted under the Company Stock Plans or otherwise. Section 4.01(c) 3.03 of the Company Disclosure Schedule sets forth a complete and correct list, as of January 31October 23, 19972001, of each holder of outstanding stock options or other rights to purchase or receive Company Common Stock granted under the holders of all Employee Company Stock Plans or otherwise (collectively, the "Stock Options") and the Warrants, the number of shares of Company Common Stock subject to each such option Stock Option and Warrant, the name of the optionee or warrantholder, the name of the Company Stock Plan pursuant to which such Stock Options were granted, the grant dates, expiration dates and exercise prices of such Stock Options and Warrants, the vesting schedules and the extent vested and exercisable as of the date of this Agreement. All (i) rights of repurchase pertaining to outstanding shares of Company Common Stock in respect of which the Company has a right under specified circumstances to repurchase such shares at a fixed purchase price and (ii) grants of outstanding Stock Options, are evidenced by stock option agreements and restricted stock purchase agreements, as the case may be, in the forms attached as Exhibit A to Section 3.03 of the Company Disclosure Schedule, and no stock option agreement or restricted stock purchase agreement contains terms that are inconsistent with such forms. No bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or any of its subsidiaries may vote are issued or outstanding or subject to issuance. All outstanding shares of capital stock of the Company are, and all shares which may be issued prior to the Closing will be, when issued, duly authorized, validly issued, fully paid and nonassessable and will be delivered free and clear of all Liens (other than Liens created by or imposed upon the holders thereof) and not subject to preemptive rights or similar rights. Except as set forth in this Section 3.03 (including pursuant to the conversion or exercise prices thereofof the securities referred to above), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of the Company or any of its subsidiaries (other than shares of capital stock or other voting securities of such subsidiaries that are directly or indirectly owned by the Company), (B) any securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other ownership interests in, the Company or any of its subsidiaries or (C) any warrants, calls, options or other rights to acquire from the Company or any of its subsidiaries, and no obligation of the Company or any of its subsidiaries to issue, any capital stock or other voting securities of, or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of, or other ownership interests in, the Company or any of its subsidiaries and (y) there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. AllThere is no condition or circumstances that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any person to the effect that such person is entitled to acquire or receive any shares of capital stock or other securities of the Company. The Company is not a party to any voting agreement with respect to the voting of any such securities. As of the date of this Agreement, the aggregate number of "Shares" (as such term is defined in the Stockholder Agreement) held by Signatory Stockholders collectively represent approximately 22% of the shares of Company Common Stock outstanding. Section 3.03 of the Company Disclosure Schedule sets forth a complete and accurate list of all securities or other beneficial ownership interests in any other entity beneficially owned, directly or indirectly, by the Company, other than the capital stock of, or other equity interests in, its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Stock Options, Warrants and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable laws and (ii) all requirements set forth in applicable Contracts, except in each case where the failure to comply would not subject the Company to material liability.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 60,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 5,000,000 shares of preferred stock, $.01 no par value, of the Company value ("“Company Preferred Stock"”, and together with the Company Common Stock, the “Company Capital Stock”). At the close of business on January 31June 30, 19972006, (i) 44,957,557 38,426,474 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 38,669,574 shares of Company Class B Common Stock were issued outstanding and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, outstanding (iv) 300,300 including 141,785 shares of Company Class A Common Stock issued under a Company Stock Plan (as defined below) that were subject to vesting or other forfeiture restrictions or repurchase conditions (such shares, “Company Restricted Stock”)), (ii) 243,100 shares of Company Common Stock were held by the Company in its treasury, (viii) 5,512,500 134,075 shares of Company Class A Common Stock were subject to outstanding rights under a Company Stock Plan to receive such shares contingent upon the achievement of one or more performance goals (such shares, “Company Performance Shares”), (iv) 90,881 shares of Company Common Stock were subject to outstanding rights under a Company Stock Plan to receive such shares on a deferred basis (such shares, “Company Deferred Shares”), (v) 583,200 shares of Company Common Stock were subject to outstanding stock options to purchase or acquire Company Common Stock (exclusive of rights under the ESPP (as defined below)) (“Company Stock Options”) granted under the Company Stock Plans, none of which Company Stock Options have been issued since September 30, 2005, (vi) 3,448,092 additional shares of Company Common Stock were reserved and available for issuance pursuant to the Company s Amended Company’s 2004 Incentive Compensation Plan, the Company’s Directors Stock and Restated 1991 Stock Option and Incentive Plan and Plan, the Company s Amended and Restated 1993 Stock Option and Incentive Directors Deferred Compensation Plan (the "“DDCP”), the Company’s Employee Stock Purchase Plan (the “ESPP”) and the Long-Term Incentive Compensation Plan (such plans, collectively, the “Company Stock Plans") and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation”). Except as set forth above, at the close of business on January 31June 30, 19972006, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive The maximum number of shares of Company Common Stock on a deferred basis granted that could be purchased with accumulated payroll deductions under the ESPP at the close of business on November 30, 2006 (assuming the fair market value of a share of Company Common Stock is equal to the product of the Fair Market Value and the Exchange Ratio and payroll deductions continue at the current rate) is 8,000. 33,400 stock appreciation rights linked to the price of Company Common Stock and settleable only in cash (“Company SARs”) are outstanding under a Company Stock Plans Plan, none of which Company SARs have been issued since September 30, 2005. Each outstanding Company Stock Option and Company SAR may, pursuant to its terms, be treated at the Effective Time as set forth in Section 6.04. The exercise price of each Company Stock Option and each Company SAR is no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Stock Option and Company SAR. All outstanding shares of Company Capital Stock (other than Company Restricted Stock) are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or otherwiseissued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the IBCA, the Company Charter, the Company By-laws or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Section 4.01(c) There are not any bonds, debentures, notes or other indebtedness of the Company Disclosure Schedule sets or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Capital Stock or holders of the capital stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth a complete and correct listabove, as of January 31the date of this Agreement, 1997there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights or other stock-based compensation awards, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, other voting securities or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares of capital stock, other voting securities or other equity interests in, the Company or of any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking of any kind (together, “Options”) or (iii) other rights the value of which is in any way based on or derived from, or that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Company Capital Stock. As of the holders date of all Employee Stock Optionsthis Agreement, there are not any outstanding contractual obligations of the number Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary. (b) Neither the Company nor any Company Subsidiary is a party to any voting agreement with respect to the voting of any shares subject to each such option and of capital stock or other voting securities or equity interests of the exercise prices thereof. AllCompany or any Company Subsidiary.

Capital Structure. The (i) As of the date hereof, the authorized capital stock of the Company consists of 300,000,000 2,000,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 shares of preferred stock, par value $.01 par value, of the Company 0.01 per share ("“Company Preferred Stock"”). At As of the close of business on January 31June 24, 19972021 (the “Company Capitalization Date”), (iA) 44,957,557 84,063,182 shares of Company Class A Common Stock were issued and outstandingoutstanding (including 227,462 unvested shares underlying Company Restricted Stock Awards), (iiB) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii) no 200,000 shares of Company Preferred Stock were issued and outstanding, (ivC) 300,300 no shares of Company Class A Common Stock were held by in the Company in its Company’s treasury, (vD) 5,512,500 20,466,938 shares of Company Class A Common Stock were reserved for issuance pursuant to under the Company s Amended and Restated 1991 Equity Plans, (E) Company Options to purchase 8,691,380 shares of Company Common Stock Option and Incentive Plan and the were outstanding, (F) 3,157,617 shares of Company s Amended and Restated 1993 Common Stock Option and Incentive Plan were underlying Company RSU Awards (the "assuming maximum performance for any performance-based Company Stock Plans"RSU Awards) and (viG) 51,407,868 no shares of the Company capital stock were held by any Subsidiaries of the Company. All the outstanding shares of Company Class A Common Stock were reserved for issuance upon conversion are, and all shares of the Company Class B Common Stock that may be issued prior to the Effective Time shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of the Company's Restated Certificate of Incorporationpre-emptive rights. Except as set forth abovein the foregoing provisions of this Section 3.1(b)(i), at as of the close of business on January 31, 1997, no date hereof: (1) the Company does not have any shares of capital stock or other voting securities of the Company were issued, reserved for issuance equity interests issued or outstanding. There are no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under that have become outstanding after the Company Stock Plans Capitalization Date as a result of the exercise of Company Options set forth in Section 3.1(b)(ii), and (2) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or otherwise. convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests of the Company to which the Company or any of its Subsidiaries is a party or otherwise bound obligating the Company or any of its Subsidiaries to (I) issue, transfer or sell any shares of capital stock or other equity interests of the Company or securities convertible into or exchangeable for such shares of capital stock or equity interests of the Company (in each case other than to the Company or a wholly owned Subsidiary of the Company) or (II) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment. (ii) Section 4.01(c3.1(b)(ii) of the Company Disclosure Schedule Letter sets forth a true and complete and correct list, as of January 31, 1997the Company Capitalization Date, of (A) each Company Equity Award, (B) the holders name of all Employee Stock Optionseach Company Equity Award holder, (C) the number of shares subject of Company Common Stock underlying each Company Equity Award, (D) the date on which each Company Equity Award was granted, (E) the exercise price of each Company Equity Award, if applicable, (F) the expiration date of each Company Equity Award, if applicable and (G) the vesting schedule applicable to each Company Equity Award. As of the date hereof, the weighted average strike price of the outstanding Company Options was $9.10 and there were $216,747 of accrued and unpaid cash dividends corresponding to shares of Company Common Stock covered by Company Restricted Stock Awards, $1,376,335 of accrued and unpaid cash dividends corresponding to Company RSU Awards and no other accrued and unpaid cash dividends corresponding to Company Equity Awards. (iii) No bonds, debentures, notes or other Indebtedness having the right to vote (or which are convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote (“Voting Debt”) of the Company or any of its Subsidiaries are issued or outstanding. (iv) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock or other equity interest of the Company or any of its Subsidiaries, or restricting the transfer of, or providing registration rights with respect to, such option and capital stock or equity interest. (v) As of the exercise prices thereofdate hereof, there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests to which the Company or any of its Subsidiaries is a party or otherwise bound obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of any Subsidiary of the Company or securities convertible into or exchangeable for such shares of capital stock or equity interests (in each case other than to the Company or a wholly owned Subsidiary of the Company); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment. AllAs of the date hereof, there are no agreements or commitments obligating the Company or any of its Subsidiaries to (1) redeem or otherwise acquire any shares of capital stock or other equity interests of the Company or any Subsidiary of the Company; or (2) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of the Company that is not wholly owned.

Capital Structure. (i) The authorized capital stock of the Company consists of 300,000,000 62,500,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 5,000,000 shares of preferred stock, par value $.01 par value, of the Company per share ("Company Preferred Stock"). At the close of business on January 31August 29, 19972005, (i) 44,957,557 18,858,711 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 190,000 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (viii) 5,512,500 2,144,606 shares of Company Class A Common Stock were reserved for issuance pursuant subject to outstanding Company Stock Options under the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated Company's 1993 Stock Option Plan, 1998 Non-Qualified Stock Option Plan, 1999 Employee Stock Purchase Plan, and Incentive Plan 2000 Stock Option Plan, each as amended to the date hereof (such plans, collectively, the "Company Stock Plans") and , (viiv) 51,407,868 no shares of Company Class A Preferred Stock were issued or outstanding or were held by the Company as treasury shares, and (v) warrants to acquire 565,000 shares of Company Common Stock were reserved for issuance upon conversion of from the Company Class B Common Stock in accordance with pursuant to the terms warrant agreements set forth on Section 3.01(c) of the Company's Restated Certificate of Incorporation. Company Disclosure Schedule and previously delivered in complete and correct form to Parent (the "Warrants") were issued and outstanding. (ii) Except as set forth aboveabove in this Section 3.01(c), at the close of business on January 31August 29, 19972005, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights, "phantom" stock rights, performance units, rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the or other rights (other than Company Stock Plans or otherwiseOptions and the Warrants) that are linked to the value of Company Common Stock (collectively, "Company Stock-Based Awards"). Section 4.01(c3.01(c) of the Company Disclosure Schedule sets forth a complete and correct accurate list, as of January 31August 29, 19972005, of all outstanding options to purchase shares of Company Common Stock (collectively, "Company Stock Options") under the holders of all Company Stock Plans (including, but not limited to, the Company's 1999 Employee Stock OptionsPurchase Plan), and all outstanding Warrants, the number of shares of Company Common Stock (or other stock) subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof. (iii) There are no outstanding shares of Company Common Stock in respect of which the Company has a right under specified circumstances to repurchase such shares at a fixed purchase price. (iv) All outstanding Company Stock Options are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements, in each case in the forms previously delivered or made available to Parent, and no stock option agreement, restricted stock purchase agreement or other award agreement contains terms that are materially inconsistent with such forms. (v) Each Company Stock Option may, by its terms, be cancelled in connection with the transactions contemplated hereby for a lump sum payment in accordance with and to the extent required by Section 5.04(a). All Warrants may, by their terms, be cancelled in exchange for a lump sum cash payment in accordance with and to the extent required by Section 5.04(b). (vi) All outstanding shares of capital stock of the Company are, and all shares which may be issued prior to the Effective Time pursuant to the Company Stock Options or the Warrants will be when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to each preemptive rights. (vii) There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. (viii) Except as set forth above in this Section 3.01(c) or in Section 3.01(c) of the Company Disclosure Schedule, (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company, or (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such option securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. (ix) Except as set forth above in this Section 3.01(c) or Section 3.01(c) of the Company Disclosure Schedule, there are no outstanding (1) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the exercise prices thereof. AllCompany or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 1,000,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 50,000,000 shares of preferred stock, $.01 without par value, of the Company value ("“Company Preferred Stock"”). 1,000,000 shares of Company Preferred Stock have been designated as Series A Participating Preferred Stock, without par value (the “Company Series A Preferred Stock”). At the close of business on January December 31, 19972005, (i) 44,957,557 335,456,814 shares of Company Class A Common Stock were issued and outstandingoutstanding (which number includes (A) 1,620,416 shares of Company Common Stock held by the Company in its treasury, (B) 1,276,225 shares of Company Common Stock held by the trust established under The Guidant Employee Savings and Stock Ownership Plan and (C) 1,024,479 shares of Company Common Stock subject to vesting and restrictions on transfer (“Company Restricted Stock”)), (ii) 51,407,868 27,018,113 shares of Company Class B Common Stock were issued reserved and outstandingavailable for issuance pursuant to the Company’s 1994 Stock Plan, as amended, 1996 Nonemployee Director Stock Plan, as amended, 1998 Stock Plan, as amended, and 2001 Employee Stock Purchase Plan (the “ESPP”) (such plans, collectively, the “Company Stock Plans”), of which 23,850,560 shares of Company Common Stock were subject to outstanding Company Stock Options or agreements to issue Company Stock Options, and (iii) no shares of Company Preferred Stock (including Company Series A Preferred Stock) were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock or outstanding or were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporationas treasury shares. Except as set forth aboveabove in this Section 3.01(c), at the close of business on January December 31, 19972005, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There are At the close of business on December 31, 2005, there were no outstanding stock appreciation rights, “phantom” stock rights, restricted stock units, performance units, rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted or other rights (other than Company Stock Options) that are linked to the value of Company Common Stock (collectively, “Company Stock-Based Awards”). All outstanding options to purchase shares of Company Common Stock exclusive of rights under the ESPP (collectively, “Company Stock Options”) and shares of Company Restricted Stock are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock Plans Options or otherwiseCompany Stock-Based Awards will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Section 4.01(c) There are no bonds, debentures, notes or other indebtedness of the Company Disclosure Schedule sets forth a complete and correct listhaving the right to vote (or convertible into, as of January 31or exchangeable for, 1997, securities having the right to vote) on any matters on which shareholders of the holders of all Employee Stock Options, the number Company may vote. Except as set forth above in this Section 3.01(c) and for issuances of shares of Company Common Stock pursuant to the Company Stock Options set forth above in this Section 3.01(c) and subject to each Section 4.01(a), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company, (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or (D) any Company Stock-Based Awards and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such option securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting Contract with respect to the voting of any such securities. Except as set forth above in this Section 3.01(c) and subject to Section 4.01(a), there are no outstanding (1) securities of the exercise prices thereof. AllCompany or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 300,000,000 2,000,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 shares of preferred stock, par value $.01 par value, of 0.01 per share (the Company ("“Company Preferred Stock"”). At the close of business on January 31April 9, 19972021 (such date and time, the “Measurement Date”), (i) 44,957,557 350,949,890 shares of Company Class A Common Stock were issued and outstandingoutstanding (none of which were Company Restricted Shares), (ii) 51,407,868 no shares of Company Class B Common Preferred Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (viv) 5,512,500 59,066,102 shares of Company Class A Common Stock were reserved and available for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans", of which (A) and (vi) 51,407,868 18,983,205 shares of Company Class A Common Stock were reserved for issuance upon conversion subject to outstanding Company Stock Options, (B) 1,119,532 shares of Company Class B Common Stock in accordance with were subject to outstanding Company RSUs and (C) 911,615 shares and 1,823,230 shares of Company Common Stock were subject to outstanding Company PSUs (assuming achievement of any applicable performance criteria at the terms target and maximum levels, respectively). As of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31, 1997Measurement Date, no (A) shares of capital stock or other voting securities of, (B) other equity or voting interests in, (C) securities convertible into or exchangeable for capital stock, voting securities or other equity interests in, (D) stock appreciation rights, performance shares, “phantom” stock rights, or other rights that give the holder thereof any economic or voting interest of a nature that would accrue to the holders of capital stock in, or (E) options, warrants, subscriptions or other rights to acquire or receive capital stock, voting securities or other equity interests or rights referred to in clause (A), (B), (C) and (D) (clauses (A), (B), (C), (D), or (E) collectively, “Equity Interests”) of the Company were issued, reserved for issuance or outstandingoutstanding except as set forth in this Section 3.02(a). There are no outstanding stock appreciation rights or rights (From and after the Measurement Date through the date of this Agreement, the Company has not issued any Equity Interests, other than options pursuant to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) , Company RSUs and Company PSUs granted pursuant to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c) Plans, in each case that were outstanding as of the Company Disclosure Schedule sets forth a complete Measurement Date, and correct list, in accordance with their respective terms as of January 31, 1997, of the holders of all Employee Stock Options, the number of shares subject to each in effect at such option and the exercise prices thereof. Alltime.

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 20,000,000 shares of Company Class A Common Stock, 150,000,000 of which 4,168,380 shares were outstanding as of Company Class B Common Stock and 100,000,000 shares of preferred stock, $.01 par value, of the Company ("Company Preferred Stock"). At the close of business on January 31March 22, 19972002, (i) 44,957,557 shares of Company Class A Common Stock were issued and outstanding2,000,000 preferred shares, (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstandingwithout par value, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock PlansPreferred Stock") and (vi) 51,407,868 shares ), none of Company Class A Common Stock which were reserved for issuance upon conversion outstanding as of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31March 22, 19972002. All of the outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no shares of Common Stock or Preferred Stock subject to issuance, except (i) 500,000 shares of Common Stock reserved for issuance under the 1990 Liqui-Box Corporation Stock Option Plan, as amended (the "1990 Plan"), and (ii) 500,000 shares of Common Stock reserved for issuance under the Liqui-Box Shares Stock Option Plan, as amended (together with the 1990 Plan, the "Stock Plans"). Options to acquire 796,670 shares of Common Stock were outstanding as of March 22, 2002 (each, a "Company Option"). Schedule 6.1(b) sets forth a correct and complete list of each outstanding Company Option as of March 22, 2002, including the holder, date of grant, exercise price and number of shares of Common Stock subject thereto. As of March 22, 2002, there are no shares of capital stock of the Company authorized, issued or outstanding except as set forth above and, except as set forth above or as set forth on Schedule 6.1(b), there are no preemptive rights or any outstanding subscriptions, options, warrants, rights or convertible securities or any agreements or commitments of any character to which the Company is a party or may be bound relating to the issued or unissued capital stock or other voting securities of the Company. The Company were issueddoes not have outstanding any bonds, reserved debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for issuance or outstanding. There are no outstanding stock appreciation rights or rights (other than options securities having the right to acquire Company Class A Common Stock granted under vote) with the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c) shareholders of the Company Disclosure Schedule sets forth a complete on any matter ("Voting Debt"). Except for the Stock Plans, at or after the Effective Time, neither the Company, the Surviving Corporation, the Parent nor their respective affiliates will have any obligation to issue, transfer or sell any shares or securities of the Company, the Surviving Corporation, the Parent or any of their respective affiliates pursuant to any Compensation and correct list, Benefit Plan (as of defined herein). Since January 31, 19972002, the Company has not issued, granted or entered into any agreement relating to any subscription, option, warrant, right or convertible security or any agreement or commitment of any character to which the Company is a party or may be bound relating to the issued or unissued capital stock or other securities of the holders of all Employee Stock Options, the number of shares subject to each such option and the exercise prices thereof. AllCompany.

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 25,000,000 shares of preferred stock, par value $.01 par value, of the Company 0.01 per share ("“Company Preferred Stock"”). At the close of business on January 31November 28, 19972008, (i) 44,957,557 33,777,968 shares of Company Class A Common Stock were issued and outstandingoutstanding (including 223,385 Company Restricted Shares granted under the Company Stock Plans), (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (viii) 5,512,500 7,573,117 shares of Company Class A Common Stock were reserved and available for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and 2005 Long-Term Incentive Plan of the Company (the “2005 Plan”), the 2007 Strategic Equity Incentive Plan of the Company under the 2005 Plan, the 1991 Long-Term Incentive Plan of the Company and the Employee Stock Purchase Plan of the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "“ESPP”, and such plans, collectively, the “Company Stock Plans"”), of which 5,084,733 shares of Company Common Stock were subject to outstanding Company Stock Options and 302,160 shares of Company Common Stock were subject to outstanding Company PSU Awards, (iv) 5,206,625 shares of Company Common Stock were reserved and available for issuance upon exercise of the warrants (the “Company Warrants”) granted or issued pursuant to the warrant agreements listed in Section 4.01(c) of the Company Disclosure Letter, true and correct copies of which have been delivered to Parent prior to the date of this Agreement (the “Company Warrant Agreements”), (v) 5,206,625 shares of Company Common Stock were reserved and available for issuance upon conversion of the Company’s outstanding 2.75% Convertible Subordinated Notes due 2024 (the “Company Convertible Notes”) issued pursuant to the Indenture dated as of December 22, 2003 between the Company and U.S. Bank National Association, as Trustee (the “Company Convertible Notes Indenture”) and (vi) 51,407,868 no shares of Company Class A Common Preferred Stock were reserved for issuance upon conversion of issued or outstanding or were held by the Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporationas treasury shares. Except as set forth aboveabove in this Section 4.01(c) and for shares issued or to be issued upon the exercise of the Company Stock Options outstanding on the date hereof and included in clause (iii) of the first sentence of this Section 4.01(c), at the close of business on January 31November 28, 19972008, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There are no outstanding shares of Company Common Stock or Company Preferred Stock subject to vesting or restrictions on transfer imposed by the Company, stock appreciation rights, “phantom” stock rights, performance units, rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under or other rights (other than the Company Stock Plans or otherwiseOptions, the Company Restricted Shares, the Company PSU Awards, the Company Convertible Notes and the Company Warrants) that are linked to the value of Company Common Stock (collectively, but exclusive of rights under the ESPP, “Company Stock-Based Awards”). Section 4.01(c) of the Company Disclosure Schedule Letter sets forth a complete and correct accurate list, as of January 31November 28, 19972008, of (A) all outstanding options to purchase shares of Company Common Stock (collectively, together with any options granted after November 28, 2008, as permitted by this Agreement, but exclusive of rights under the holders of all Employee ESPP, “Company Stock Options”) under the Company Stock Plans or otherwise, the number of shares of Company Common Stock subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof, (B) all shares of Company Common Stock that were outstanding but were subject to vesting or other forfeiture restrictions or were subject to a right of repurchase by the Company at a fixed purchase price as of such time (shares so subject, the “Company Restricted Shares”) under the Company Stock Plans or otherwise, the grant and issuance dates, vesting schedules and repurchase price (if any) thereof and the names of the holders thereof, (C) all outstanding performance stock unit awards in respect of shares of Company Common Stock (collectively, the “Company PSU Awards”) under the Company Stock Plans or otherwise, the number of shares of Company Common Stock subject thereto, the grant dates and vesting schedules thereof and the names of the holders thereof and (D) all outstanding Company Warrants, the number of shares of Company Common Stock subject thereto, the grant dates, expiration dates, exercise price and vesting schedules thereof and the names of the holders thereof. All (i) Company Restricted Shares, (ii) Company Stock Options and (iii) Company PSU Awards are evidenced by stock option agreements, restricted stock award agreements, performance stock unit award agreements or other award agreements, in each case substantially in the forms set forth in Section 4.01(c) of the Company Disclosure Letter, except that the forms of such agreements differ with respect to the number of options, performance stock unit awards or shares covered thereby, the exercise price, regular vesting schedule, repurchase price and expiration date applicable thereto and other similar terms and, except for such differences, no stock option agreement, restricted stock award agreement, performance stock unit award agreement or other award agreement contains terms that are inconsistent in any material respect with, or material terms in addition to, such forms. Each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such option grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “NYSE”), the per share exercise price of each Company Stock Option was equal to the fair market value (within the meaning of Section 422 of the Code, in the case of each Company Stock Option intended to qualify as an “incentive stock option”, and within the meaning of Section 409A of the Code, in the case of each other Company Stock Option) of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company SEC Documents in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, Company Stock Options prior to, or otherwise knowingly coordinate the grant of Company Stock Options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects. Each Company Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code, if any, so qualifies. As of the close of business on November 28, 2008, there were outstanding Company Stock Options to purchase 1,234,080 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise prices price of such Company Stock Options was equal to $19.897590. 1,249 shares of Company Common Stock were subject to outstanding rights under the ESPP based on payroll information for the period ending September 26, 2008 (assuming the fair market value per share of Company Common Stock determined in accordance with the terms of the ESPP on the last day of the offering period in effect under the ESPP on the date hereof was equal to the Merger Consideration and that payroll deductions continue at the current rate). Each Company Stock Option, each Company Restricted Share and each Company PSU Award may, by its terms, be treated at the Effective Time as set forth in Section 6.04(a)(i), 6.04(a)(ii) or 6.04(a)(iii), as applicable. Each of the Company Warrants has an exercise price in excess of the Offer Price. The Company Warrants terminate and expire in accordance with their terms on January 1, 2009, and no payments in respect of the Company Warrants are payable by the Company or any of its Subsidiaries in respect of the execution and delivery of this Agreement or the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement or in respect of such termination or expiration. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock Options, the Company PSU Awards, rights under the ESPP, the Company Convertible Notes and the Company Warrants will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. AllThere are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or, except for the Company Convertible Notes, convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above in this Section 4.01(c), as of the date hereof, (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. Except as set forth above in this Section 4.01(c), as of the date hereof, there are no outstanding (1) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities of any Subsidiary of the Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities of any Subsidiary of the Company.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 750,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock par value $0.01 per share and 100,000,000 50,000,000 shares of preferred stock, par value $.01 par value, of 0.01 per share (the Company ("“Company Preferred Stock"”). At the close of business on January 31April 28, 19972017 (the “Measurement Date”), (i) 44,957,557 131,694,581 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (viii) 5,512,500 no Company Common Stock was owned by any Company Subsidiary, (iv) 7,347,874 shares of Company Class A Common Stock were subject to outstanding Company Stock Options with a weighted average exercise price of $24.06 per share, (v) 3,670,235 additional shares of Company Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and Plan, (vi) 51,407,868 310,190 shares of Company Class A Common Stock were reserved for issuance upon conversion subject to outstanding Company RSUs, (vii) no shares of Restricted Stock were outstanding under the Company Stock Plan and (viii) no shares of Company Class B Common Preferred Stock in accordance with the terms of the Company's Restated Certificate of Incorporationwere issued or outstanding. Except as set forth above, at the close of business on January 31, 1997the Measurement Date, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are From the Measurement Date to the date of this Agreement, there have been no outstanding issuances by the Company of shares of capital stock appreciation of the Company or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of the Company or other rights (that give the holder thereof any economic interest of a nature accruing to the holders of Company Common Stock, other than options to acquire the issuance of Company Class A Common Stock granted under upon the exercise of Company Stock Plans Options and the issuance of Company Common Stock upon vesting of Company RSUs. ("Employee Stock Options")b) to receive All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (c) As of the date of this Agreement, there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote by virtue of their ownership thereof (“Voting Company Debt”). Neither the Company nor any Company Subsidiary is party to any Contracts with respect to the voting (including voting trusts or proxies) of any shares of Company Common Stock or other voting securities or equity interests of the Company. (d) Except as set forth above, as of the date of this Agreement, there are no options, warrants, convertible or exchangeable securities, stock-based performance units or other rights or Contracts to which the Company is a deferred basis party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or any security convertible or exchangeable for any shares of capital stock of, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant or enter into any such option, warrant, security, unit, right or Contract or (iii) that give any Person the right to receive any economic interest of a nature accruing to the holders of Company Common Stock by virtue of their ownership thereof. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of the Company, except for (A) acquisitions of shares of Company Common Stock in connection with the surrender of shares of Company Common Stock by holders of Company Stock Options in order to pay the exercise price of Company Stock Options, (B) the withholding of shares of Company Common Stock to satisfy tax obligations with respect to awards granted under pursuant to the Company Stock Plans Plan, (C) the acquisition by the Company of Company Stock Options in connection with the forfeiture of such awards and (D) the acquisition by the Company of Company RSUs in connection with the forfeiture of such awards. (e) All Company Stock Options, Restricted Stock and Company RSUs are evidenced by written award agreements, in each case substantially in the forms that have been made available to Parent, except that such agreements differ from such forms and from one another with respect to the number of Company Stock Options or otherwise. shares of Company Common Stock covered thereby, the exercise price (if applicable), the vesting schedule, the grant date and expiration date applicable thereto and other similar terms. (f) Section 4.01(c2.02(f) of the Company Disclosure Schedule Letter sets forth forth, as of the Measurement Date, a complete and correct list, as of January 31, 1997, of the holders list of all Employee outstanding Company Stock Options, Company RSUs, Restricted Stock, the number of shares of Company Common Stock subject to each such option award, the grant date, to the extent applicable, the exercise price per share, vesting schedule and the exercise prices name of the holder thereof. All.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 3,200,000,000 shares of common stock, par value $0.0001, of the Company Class A (the “Company Common Stock, 150,000,000 shares of Company Class B Common Stock ”) and 100,000,000 shares of preferred stock, par value $.01 par value0.01 per share (such preferred stock, together with the Company Common Stock, the “Company Capital Stock”), of which 4,000,000 shares are designated as Series A Junior Participating Preferred Stock (the Company ("Company “Series A Preferred Stock"”) and 1,000,000 shares are designated as Series B Preferred Stock (the “Series B Preferred Stock”). At the close of business on January 3112, 19972017, (i) 44,957,557 1,425,934,305 shares of Company Class A Common Stock were issued and outstanding, none of which were held by any Company Subsidiary, (ii) 51,407,868 7,073,244 shares of Company Class B Common Stock were issued reserved and outstandingavailable for issuance pursuant to the Company Stock Plans in respect of outstanding awards, including (A) Company RSUs with respect to 137,686 shares of Company Common Stock, (B) 390,449 shares of Company Common Stock with respect to Company DSUs that are settled in Company Common Stock and 246,049 shares of Company Common Stock with respect to Company DSUs that are settled in cash, and (C) Company Performance Shares with respect to 6,299,060 shares of Company Common Stock, assuming achievement of applicable performance goals at maximum level, (iii) no shares of Company Series A Preferred Stock were outstanding and (iv) 1,000,000 shares of Series B Preferred Stock were issued and outstanding, (iv) 300,300 shares all of Company Class A Common Stock which were held by the a Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of IncorporationSubsidiary. Except as set forth above, at the close of business on January 3112, 19972017, no shares of capital stock of, or other equity, voting securities of or ownership interests in, the Company were issued, reserved for issuance or outstanding. There are no All outstanding stock appreciation rights shares of Company Capital Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or rights issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the NCBCA, the Company Charter, the Company Bylaws or any Contract to which the Company is a party or otherwise bound (other than options any Contracts to acquire Company Class A Common Stock granted under which Parent or any Parent Subsidiary is a party or otherwise bound). There is no Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Capital Stock Plans may vote ("Employee Stock Options"“Company Voting Debt”). Except as set forth above, as of the date of this Agreement there are no options, warrants, rights, convertible or exchangeable securities, other securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (other than any Contracts, arrangements or undertakings to which Parent or any Parent Subsidiary is a party or by which any of them is bound) (x) other than as may be required by the Governance Agreement, obligating the Company or any Company Subsidiary to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, additional shares of capital stock of or other equity, voting or ownership interests in, or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity, voting or ownership interest in, the Company or any Company Subsidiary or any Company Voting Debt, (y) obligating the Company or any Company Subsidiary to issue, grant, sell, extend or enter into any such option, warrant, call, right, security, unit, commitment, Contract, arrangement or undertaking or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of the capital stock of the Company or any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity, voting or ownership interests in, the Company or any Company Subsidiary or (ii) vote or dispose of any shares of capital stock of, or other equity, voting or ownership interest in, any Company Subsidiaries. (b) During the period from the close of business on January 12, 2017 to the date of this Agreement, there have been no issuances, distributions or dividends by the Company of any shares of capital stock of, or other equity, voting or ownership interests in, the Company other than issuances of shares of Company Common Stock on a deferred basis granted under in connection with the vesting or settlement of Company Stock Plans Awards in accordance with their terms. To the Knowledge of the Company, there are no irrevocable proxies and no voting agreements with respect to any shares of the capital stock or otherwise. Section 4.01(c) other voting securities of the Company Disclosure Schedule sets forth a complete and correct listor any Company Subsidiary, as of January 31, 1997, of other than pursuant to the holders of all Employee Stock Options, the number of shares subject to each such option and the exercise prices thereof. AllGovernance Agreement.

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 100,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 5,000,000 shares of preferred stock, $.01 par value, of the Company ("Company Preferred Stock"). At As of the close of business on January 31, 1997, date hereof: (i) 44,957,557 28,519,999 shares of Company Class A Common Stock (including Restricted Stock Grants but excluding shares of Company Common Stock issuable pursuant to Section 5.8 hereof) were issued and outstanding, ; (ii) 51,407,868 576,100 shares of Company Class B Common Stock were issued held by the Company in its treasury and outstanding, no shares of Company Common Stock were held by subsidiaries of the Company; (iii) 3,500,000 shares of Company Common Stock were reserved for issuance pursuant to the Company's Stock Plans of which 1,327,998 shares of Company Common Stock are subject to outstanding Company Stock Options; (iv) no shares of Company Preferred Stock were issued and or outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31, 1997, no All outstanding shares of capital stock or other voting securities of the Company were are, and all shares thereof which may be issued prior to the Closing Date will be, when issued, reserved for issuance duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive or any similar rights. As of the date hereof: (i) 30,941,851 OP Units were issued and outstanding, of which 28,519,999 OP Units were owned by the Company and 2,421,852 OP Units were owned by Target OP's limited partners, all of whom are set forth on Schedule 3.1(c)(i) to the Company Disclosure Schedule; and (ii) no preferred partnership units of Target OP were issued and outstanding. There are no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")Schedule 3.1(c)(ii) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c) of the Company Disclosure Schedule sets forth is a true and complete and correct list, as of January 31, 1997the date hereof, of the holders of all Employee outstanding Company Stock Options, the number of shares subject to each such option Company Stock Option, the exercise price and the exercise prices names of the holders thereof. AllExcept as set forth in this Section 3.1(c) or in accordance with the OP Agreement, (i) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or voting securities or other ownership interests of the Company or Target OP, (B) any securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests of the Company, Target OP, or any of their subsidiaries, or (C) any warrants, calls, options or other rights to acquire from the Company or any of its subsidiaries, or any obligation of the Company or any of its subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or securities convertible into or exchangeable or exercisable for, capital stock or voting securities or other ownership interests of the Company, Target OP, or any of their subsidiaries, and (ii) there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities, other than pursuant to any "cashless exercise" provision of any Company Stock Options. None of the Company or any of its subsidiaries is a party, and, to the Knowledge of the Company and except as set forth in the Charter and OP Agreement, no other person having "beneficial ownership" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of more than 5% of the outstanding Company Common Stock (a "Major Shareholder") is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive, antidilutive or other similar rights with respect to any of the securities of the Company or any of its subsidiaries. There are no voting trusts, share or stockholders agreements or other agreements or understandings to which the Company or any of its subsidiaries is a party or, to the Knowledge of the Company, any Major Shareholder is a party, with respect to the voting of the capital stock of the Company or any of its subsidiaries. There is no debt of the Company or any of its subsidiaries which entitles the holder thereof to vote with holders of equity securities of the Company.

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 (i) 96,250,000 shares of Company Class A Common Stock, 150,000,000 par value $.001 per share, and (ii) 3,750,000 shares of Company Class B Common Stock (the "Class B Common Stock") and 100,000,000 (iii) 1,000,000 shares of preferred stock, $.01 par value, of stock (the Company ("Company Preferred Stock"). At the close of business on January 31, 1997, Subject to any Permitted Changes (as defined in Section 4.01(a)(ii)) there are: (i) 44,957,557 47,366,158 shares of Company Class A Common Stock were issued and outstanding, outstanding (including shares held in the treasury of the Company and including shares of Company Restricted Stock); (ii) 51,407,868 2,645,871 shares of Company Class B Common Stock were issued and outstanding, held in the treasury of the Company; (iii) no 452,065 shares of Company Preferred Common Stock were issued reserved for issuance upon exercise of authorized but unissued Company Stock Options pursuant to the Stock Plans, and outstanding, (iv) 300,300 354,334 shares of Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Stock Plans (other than upon exercise of Company s Amended and Restated 1991 Stock Options); (iv) 423,438 shares of Company Common Stock issuable upon exercise of awarded but unexercised Company Stock Options, with an exercise price per each awarded but unexercised Company Stock Option as is set forth in Section 3.01(c) of the Disclosure Schedule; (v) no shares of Class B Common Stock issued and Incentive Plan and outstanding or in the treasury of the Company, and, to the knowledge of the Company, no shares of Class B Common Stock issuable upon conversion of Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") Common Stock; and (vi) 51,407,868 no shares of Company Class A Common Preferred Stock were reserved for issuance upon conversion of Company Class B Common Stock issued and outstanding or in accordance with the terms treasury of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31, 1997, no shares of capital stock or other voting equity securities of the Company were are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no outstanding stock appreciation rights bonds, debentures, notes or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans indebtedness or otherwise. Section 4.01(c) other securities of the Company Disclosure Schedule sets forth a complete and correct listhaving the right to vote (or convertible into, as of January 31or exchangeable for, 1997, securities having the right to vote) on any matters on which stockholders of the holders Company may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of all Employee Stock Optionsany kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the number Company or of shares subject any of its subsidiaries or obligating the Company or any of its subsidiaries to each such option and the exercise prices thereof. Allissue, grant,

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 40,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 1,000,000 shares of series preferred stock, par value $.01 par value, of the Company per share ("Company Preferred Stock"). At the close of business on January 31November 28, 1997, (i) 44,957,557 14,941,227 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 470,300 shares of Company Class Series B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, outstanding (iv) 300,300 and 1,410,900 shares of Company Class A Common Stock were reserved for issuance upon the conversion thereof), (iii) 872,032 shares of Company Common Stock were held by the Company in its treasury, (viv) 5,512,500 1,378,847 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 ▇▇▇▇▇▇ Inc. 1985 Stock Option and Incentive Appreciation Plan and the Company s Amended and Restated 1993 ▇▇▇▇▇▇ Inc. Stock Option and Incentive Plan for Non-Employee Directors (collectively, the "Company Stock Plans") ), and (viv) 51,407,868 200,000 shares of Company Class Series A Common Preferred Stock were reserved for issuance upon conversion in connection with the rights (the "Rights") to purchase shares of Company Class B Common Series A Preferred Stock in accordance with issued pursuant to the terms of Renewed Rights Agreement dated September 25, 1996 (as amended from time to time, the "Rights Agreement") between the Company and American Stock Transfer and Trust Company's Restated Certificate of Incorporation, as rights agent. Except as set forth above, at the close of business on January 31December 14, 1997, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstandingoutstanding (except for shares of Company Common Stock issued upon conversion of shares of Company Series B Preferred Stock since November 28, 1997). There are At the close of business on December 14, 1997, there were no outstanding stock appreciation rights or rights (other than outstanding employee stock options to acquire purchase shares of Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c) All outstanding shares of capital stock of the Company Disclosure Schedule sets are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, at the close of business on December 14, 1997, there were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries was a party or by which any of them was bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. At the close of business on December 14, 1997, and except as provided pursuant to the terms of the Company Series B Preferred Stock there were no outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries. At the close of business on December 14, 1997, there were no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. The Company has delivered to Bethlehem a complete and correct list, as of January 31, 1997, copy of the holders of all Employee Stock Options, the number of shares subject to each such option and the exercise prices thereof. AllRights Agreement.

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 1,000,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 50,000,000 shares of preferred stock, $.01 without par value, of the Company value ("Company Preferred Stock"). 1,500,000 shares of Company Preferred Stock have been designated as Series A Participating Preferred Stock, without par value (the "Company Series A Preferred Stock"). At the close of business on January 31December 14, 19972004, (i) 44,957,557 321,485,774 shares of Company Class A Common Stock were issued and outstandingoutstanding (which number includes (A) 535,645 shares of Company Common Stock held by the Company in its treasury, (B) 1,934,116 shares of Company Common Stock held by the trust established under The Guidant Employee Savings and Stock Ownership Plan and (C) 919,276 shares of Company Common Stock subject to vesting and restrictions on transfer ("Company Restricted Stock")), (ii) 51,407,868 41,590,880 shares of Company Class B Common Stock were issued reserved and outstandingavailable for issuance pursuant to the Company's 1994 Stock Plan, as amended, 1996 Nonemployee Director Stock Plan, as amended, 1998 Stock Plan, as amended, and 2001 Employee Stock Purchase Plan (the "ESPP") (such plans, collectively, the "Company Stock Plans"), of which 35,485,818 shares of Company Common Stock were subject to outstanding Company Stock Options or agreements to issue Company Stock Options, and (iii) no shares of Company Preferred Stock (including Company Series A Preferred Stock) were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock or outstanding or were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporationas treasury shares. Except as set forth aboveabove in this Section 3.01(c), at the close of business on January 31December 14, 19972004, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There are At the close of business on December 14, 2004, there were no outstanding stock appreciation rights, "phantom" stock rights, restricted stock units, performance units, rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted or other rights (other than Company Stock Options) that are linked to the value of Company Common Stock (collectively, "Company Stock-Based Awards"). All outstanding options to purchase shares of Company Common Stock exclusive of rights under the ESPP (collectively, "Company Stock Options") and shares of Company Restricted Stock are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock Plans Options or otherwiseCompany Stock-Based Awards will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Section 4.01(c) There are no bonds, debentures, notes or other indebtedness of the Company Disclosure Schedule sets forth a complete and correct listhaving the right to vote (or convertible into, as of January 31or exchangeable for, 1997, securities having the right to vote) on any matters on which shareholders of the holders of all Employee Stock Options, the number Company may vote. Except as set forth above in this Section 3.01(c) and for issuances of shares of Company Common Stock pursuant to the Company Stock Options set forth above in this Section 3.01(c) and subject to each Section 4.01(a), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company, (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or (D) any Company Stock-Based Awards and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such option securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting Contract with respect to the voting of any such securities. Except as set forth above in this Section 3.01(c) and subject to Section 4.01(a), there are no outstanding (1) securities of the exercise prices thereof. AllCompany or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 28,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 2,000,000 shares of preferred stock, $.01 0.02 par value, of the Company value per share ("Company “Preferred Stock"”). At the close of business on January 31February 15, 19972017 (the “Cutoff Date”), (i) 44,957,557 13,179,190 shares of Company Class A Common Stock and no shares of Preferred Stock were issued and outstanding, (ii) 51,407,868 zero shares of Company Class B Common Stock were issued and outstandingheld in treasury, (iii) no shares of Company Preferred Stock were issued and outstandingheld in treasury or owned by a Subsidiary of the Company, (iv) 300,300 (A) (I) 423,886 Restricted Shares were issued and outstanding (which number is not included as outstanding in clause (i)), (II) 28,337 RSUs were outstanding (which number is not included as outstanding in clause (i)), (B) zero shares of Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to under the Company s Amended and Restated 1991 Stock Option and LMI Aerospace, Inc. 2005 Long-Term Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") Plan, as amended, and (viC) 51,407,868 411,898 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31, 1997, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive LMI Aerospace, Inc. 2015 Incentive Compensation Plan. All outstanding shares of Company Common Stock on a deferred basis granted under and all shares of Company Common Stock reserved for issuance as noted in clause (iv) of the Company Stock Plans preceding sentence, when issued in accordance with the respective terms thereof, are or otherwise. will be duly authorized, validly issued, fully paid and non-assessable, free of pre-emptive or similar rights, and issued in all material respects in accordance with the registration and qualification provisions of applicable securities Law or pursuant to valid exemptions therefrom. (b) Section 4.01(c4.02(b) of the Company Disclosure Schedule sets forth a complete and correct list, the aggregate Company Equity Awards outstanding as of January 31the Cutoff Date, 1997including the Company Incentive Plan under which each such Company Equity Award was granted, the type of Company Equity Award and the vesting status of each such Company Equity Award. No outstanding award of Restricted Shares or RSUs was made pursuant to a form of award agreement that differs materially from those made available to Parent. (c) Except as set forth in Section 4.02(c) of the Company Disclosure Schedule and except for any obligations pursuant to this Agreement or as set forth in subsections (a) and (b) above, (i) the Company does not have any shares of its capital stock issued, outstanding or reserved for issuance and (ii) there are no outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, profits interests or other similar rights, agreements, Contracts, undertakings or commitments of any kind relating to capital stock or other equity or voting interests of the Company to which the Company is a party or otherwise obligating the Company to (A) issue, transfer or sell any shares of capital stock or other equity or voting interests of the Company or securities convertible into or exchangeable for such shares or equity or voting interests, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, profits interests or other similar right, agreement, Contract, undertaking or arrangement, (C) redeem, repurchase, or otherwise acquire any such shares of capital stock or other equity or voting interests or (D) pay dividends or distributions to any Person in respect of shares of capital stock or other equity or voting interests of the Company. (d) The Company has no Indebtedness or other obligations, the holders of all Employee Stock Optionswhich have the right to vote (or which are convertible into or exchangeable or exercisable for securities having the right to vote) with the shareholders of the Company or any of its Subsidiaries on any matter. (e) Except as disclosed in Section 4.02(e) of the Company Disclosure Schedule, there are no shareholder agreements, registration rights agreements, voting trusts or other agreements or understandings to which the number Company is a party or, to the Knowledge of shares subject the Company, among any security holders of the Company with respect to each such option and securities of the exercise prices thereof. AllCompany, with respect to the voting or registration of the capital stock or other voting or equity interest of the Company or any preemptive rights with respect thereto.

Capital Structure. (i) The authorized capital stock of the Company consists of 300,000,000 100,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 19,998,100 shares of preferred stock, par value $.01 par value, of 0.01 per share (the Company ("“Company Preferred Stock"”). At the close of business on January 31May 13, 19972011, (iA) 44,957,557 (1) 77,028,457 shares of Company Class A Common Stock were issued and outstandingoutstanding (which number includes 78,419 Shares scheduled to vest after the Agreement Date (such shares, the “Company Restricted Stock”)) and (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii2) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock Shares were held by the Company in its treasury, (vB) 5,512,500 shares of Company Class A Common Stock 2,662,048 Shares were reserved and available for issuance pursuant to the Company s Amended Company’s 2007 Omnibus Equity Compensation Plan, and Restated 1991 31,054 Shares were reserved and available for issuance pursuant to the Company’s Employee Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Purchase Plan (such plan, the "“ESPP”; the foregoing plans, collectively, the “Company Stock Plans"”), (C) and 10,114,152 Shares were subject to outstanding options to acquire Shares from the Company (visuch options, the “Company Stock Options”), (D) 51,407,868 no shares of Company Class A Common Preferred Stock were reserved issued or outstanding or held by the Company in its treasury, and (E) the Company had outstanding warrants (the “Company Warrants”) to purchase 1,100,000 (all of which are exercisable) Shares at an exercise price of $3.41 per share, which were granted pursuant to the Company’s Senior Secured Note and Warrant Purchase Agreement, dated as of July 30, 2007 (“Note and Warrant Purchase Agreement”), by and among the Company, the Purchasers (as defined therein) and LB I Group Inc., as Collateral Agent. Prior to the Agreement Date, the warrant certificate for issuance upon conversion the Company Warrants was amended to provide for the treatment of the Company Warrants provided in Section 3.04 of this Agreement. (ii) Section 4.01(c)(ii)(A) of the Company Disclosure Schedule sets forth a true and complete list, as of May 13, 2011, of all outstanding Company Stock Options, indicating, with respect to each Company Stock Option then outstanding, (A) the name of each holder of each Company Stock Option, (B) whether such Company Stock Option is an incentive stock option, (C) the number of Shares or other shares subject to such Company Stock Option, (D) the country in which the holder of such Company Stock Option resides, if outside of the United States, (E) the relationship of the holder of such Company Stock Option to the Company including the name of the employer if the holder is an employee and the country in which such employer is located, (F) the name of the plan under which such Company Stock Option was granted if it was not granted under the Company’s 2007 Omnibus Equity Compensation Plan, (G) the exercise price, date of grant, vesting schedule and expiration date thereof. Section 4.01(c)(ii)(B) of the Company Disclosure Schedule sets forth a true and complete list of all outstanding Company Warrants indicating, with respect to each Company Warrant, (1) the name of each holder of such Company Warrant, (2) the number of Shares subject to such Company Warrant, (3) the country in which the holder of such Company Warrant resides, if outside of the United States, (4) the relationship of the holder of such Company Warrant to the Company including the name of the employer if the holder is an employee and the country in which such employer is located and (5) the exercise price, date of grant, vesting schedule and expiration date thereof. Section 4.01(c)(ii)(C) of the Company Disclosure Schedule sets forth a true and complete list of all shares of Company Class B Common Restricted Stock, indicating, with respect to each share of Company Restricted Stock, (1) the name of each holder of each share of Company Restricted Stock, (2) the number of shares of Company Restricted Stock held by each holder, (3) the country in accordance with which the terms holder of such share of Company Restricted Stock resides, if outside of the United States, (4) the relationship of the holder of such share of Company Restricted Stock to the Company including the name of the employer if the holder is an employee and the country in which such employer is located, (5) the name of the plan under which such share of Company Restricted Stock was granted if it was not granted under the Company's Restated Certificate ’s 2007 Omnibus Equity Compensation Plan, and (6) the vesting, forfeiture or repurchase conditions to which such share of Incorporation. Company Restricted Stock is subject. (iii) Except as set forth abovein Section 4.01(c)(i), at the close of business on January 31May 13, 19972011, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Between May 13, 2011 and the Agreement Date, (A) there have been no issuances by the Company of shares of capital stock or other voting securities of the Company, other than issuances of Shares issued in accordance with the terms of the then-outstanding equity awards granted pursuant to the Company Stock Plans and issuances set forth in Section 4.01(c)(iii) of the Company Disclosure Schedule], and (B) there have been no issuances by the Company of options, warrants, other rights to acquire shares of capital stock of the Company or interests representing or convertible into the right to acquire shares of capital stock of the Company or its Subsidiaries. (iv) There are no outstanding options or other rights to purchase shares of capital stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under ownership interests in any Subsidiary of the Company Stock Plans or restricted stock, restricted stock units, performance awards, or other benefits granted that are payable in capital stock or other ownership interests in any Subsidiary of the Company, and none of the Company’s Subsidiaries has any equity incentive plan, employee stock purchase plan, or any similar plan, agreement or arrangement. ("Employee Stock Options")v) to receive All outstanding Shares are, and all shares of Company Common Stock on a deferred basis granted under which may be issued pursuant to the Company Warrants, or the Company Stock Plans Options will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. All Company Stock Options were issued pursuant to and in accordance with, the Company Stock Plans. The Company has not knowingly granted, and there is no and has been no Company policy or otherwise. Section 4.01(cpractice to knowingly grant, Company Stock Options prior to, or otherwise knowingly coordinate the grant of Company Stock Options with, the release or other public announcement of material information regarding the Company or any of its Subsidiaries or their financial results or prospects. (vi) There is no Indebtedness of the Company Disclosure Schedule sets convertible into, or exchangeable for, equity securities of the Company (“Convertible Company Debt”). Except for any obligations pursuant to this Agreement or as otherwise set forth in this Section 4.01(c), there are no options, warrants, rights, convertible or exchangeable securities, stock-based performance units, Contracts or undertakings of any kind to which the Company or any of its Subsidiaries is a complete party or by which any of them is bound (A) obligating the Company or any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exchangeable for any capital stock of or other equity interest in, the Company or any Convertible Company Debt, (B) obligating the Company or any such Subsidiary to issue, grant or enter into any such option, warrant, right, security, unit, Contract or undertaking or (C) that give any Person any right to receive any economic benefit or right similar to or derived from the economic benefits and correct listrights accruing to holders of Shares of the capital stock of any Subsidiary of the Company. (vii) There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or options, warrants or other rights to acquire shares of capital stock of the Company, other than pursuant to the Company Stock Plans. Except for the Tender and Voting Agreements, (i) neither the Company nor any of its Subsidiaries is a party to any voting or other agreement with respect to the voting of any such securities and (ii) to the Knowledge of the Company, as of January 31the date hereof, 1997, of the holders of all Employee Stock Options, the number of shares subject there are no irrevocable proxies and no voting agreements with respect to each any such option and the exercise prices thereof. Allsecurities.

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 67,500,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 5,000,000 shares of preferred stock, par value $.01 par value, of the Company 0.01 per share ("“Company Preferred Stock"”). At the close of business on January 31May 8, 1997, 2012 (the “Measurement Date”): (i) 44,957,557 22,513,752 shares of Company Class A Common Stock were issued and outstanding, ; (ii) 51,407,868 4,954,942 shares of Company Class B Common Stock were issued reserved and available for issuance upon or otherwise deliverable in connection with the grant, exercise and/or settlement of equity-based awards pursuant to the Company’s 1995 Stock Option Plan, 2004 Stock Plan and 1996 Director Stock Option Plan, in each case as amended to date (such plans, collectively, the “Company Stock Plans”), of which (A) 4,290,861 shares of Company Common Stock were subject to outstanding options to purchase Company Common Stock (“Company Stock Options”) and (B) 75,790 shares of Company Common Stock were subject to outstanding deferred stock units denominated in shares of Company Common Stock granted to, or held in a deferral account for the benefit of, any Company Personnel under any Company Stock Plan that were unsettled immediately prior to the Effective Time (“Company DSUs”); (iii) Section 4.01(d)(iii)(1) of the Company Disclosure Letter sets forth a true and complete list of all outstanding Company Stock Options, indicating, with respect to each Company Stock Option then outstanding, (iiiA) the name of each holder of such Company Stock Option, (B) the number of shares of Company Common Stock subject to such Company Stock Option, (C) if known, the country in which the holder of such Company Stock Option resides, if outside of the United States, (D) the name of the plan under which such Company Stock Option was granted and (E) the exercise price, date of grant, vesting schedule and expiration date thereof; and Section 4.01(d)(iii)(2) of the Company Disclosure Letter sets forth as of the Measurement Date a true and complete list of all outstanding Company DSUs, indicating, with respect to each Company DSU, (1) the name of each holder of such Company DSU, (2) the number of shares of Company Common Stock subject to such Company DSU, (3) the country in which the holder of such Company DSU resides, if outside of the United States, (4) the relationship of the holder of such Company DSU to the Company including the name of the employer if the holder is an employee and the country is outside of the United States, (5) the name of the plan under which such Company DSU was granted and (6) the vesting, forfeiture or repurchase conditions to which such share of Company DSU is subject; (iv) no shares of Company Common Stock were held by the Company as treasury shares or by any wholly owned Subsidiary of the Company; (v) no shares of Company Preferred Stock were issued and outstandingissued, (iv) 300,300 shares of Company Class A Common Stock reserved for issuance, outstanding or were held by the Company as treasury shares; and (vi) except as set forth above in its treasurythis Section 4.01(d) or as permitted by Section 5.01(a), (vx) 5,512,500 shares of Company Class A Common Stock were there are not issued, reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan or outstanding (the "Company Stock Plans"A) and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31, 1997, no any shares of capital stock or other voting securities or equity interests of the Company were issuedor any of its Subsidiaries, reserved (B) any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for issuance shares of capital stock or outstanding. There are no outstanding other voting securities or equity interests of the Company or any Subsidiary of the Company, (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or any obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any Subsidiary of the Company or (D) any stock appreciation rights, “phantom” stock rights, performance units, or other rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock (or cash or other economic benefit in respect thereof) on a deferred basis granted under or other rights (other than Company Stock Options) that are linked to the value of Company Common Stock and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. All outstanding Company Stock Options and Company DSUs are evidenced by stock option agreements and deferred stock unit award agreements, respectively. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock Plans or otherwise. Section 4.01(c) Options, Company DSUs and other shares capital stock of the Company Disclosure Schedule sets forth a complete will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and correct listnonassessable, as free and clear of January 31all Liens and not subject to preemptive rights. There are no bonds, 1997debentures, notes or other indebtedness of the holders Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of all Employee Stock Optionsthe Company may vote. Neither the Company nor any of its Subsidiaries is a party to or bound by any voting trusts, proxies or similar Contract with respect to the number voting of any such securities or restricting the transfer of, or requiring the registration for sale of, any shares subject to each such option and of capital stock of the exercise prices thereof. AllCompany.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 300,000,000 (i) 120,000,000 shares of Class A common stock, par value $0.01 per share (“Company Class A Common Stock”), (ii) 60,000,000 shares of Class B common stock, par value $0.01 per share (“Company Class B Common Stock” and together with the Company Class A Common Stock, 150,000,000 shares of the “Company Class B Common Stock Stock”) and 100,000,000 (iii) 20,000,000 shares of preferred stock, par value $.01 par value0.01 per share (together with the Company Common Stock, the “Company Capital Stock”), of which 4,000,000 have been designated as 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock of the Company ("the “Company Series A Preferred Stock"”). At the close of business on January 31December 28, 1997, 2023: (iA) 44,957,557 3,232,701 shares of Company Class A Common Stock were issued and outstanding, ; (iiB) 51,407,868 4,000,000 shares of Company Class B Common Stock were issued and outstanding, ; (iiiC) no 3,567,543 shares of Company Series A Preferred Stock were issued and outstanding, ; (ivD) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 850,000 shares of Company Class A Common Stock were reserved for issuance under outstanding awards or otherwise available for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan Plan; (the "Company Stock Plans"E) 4,000,000 units in Holdco (“Holdco Units”) and (vi) 51,407,868 4,000,000 shares of Company Class B Common Stock were together exchangeable for 4,000,000 shares of Company Class A Common Stock were reserved for issuance upon conversion pursuant to the Holdco LLC Agreement and the Company Charter; and (F) no Voting Debt of the Company was issued and outstanding. All outstanding shares of Company Common Stock are validly issued, fully paid and non-assessable and are not subject to preemptive rights. All outstanding shares of Company Capital Stock have been issued and granted in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in applicable contracts. As of the close of business on December 28, 2023, other than the exchange of Holdco Units and shares of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31, 1997, no for shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under pursuant to the Holdco LLC Agreement and the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under Charter and the Company Stock Plans or otherwise. Section 4.01(c) of the Company Disclosure Schedule sets forth a complete and correct list, as of January 31, 1997, rights of the holders of all Employee the Company Series A Preferred Stock Optionsupon a Change of Control (as defined in the Company Charter), or the issued and outstanding Company RSUs, the number cancellation and payment for which are addressed in Section 3.2, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company or any of shares subject to each such option its Subsidiaries any capital stock of the Company or securities convertible into or exchangeable or exercisable for capital stock of the Company (and the exercise prices exercise, conversion, purchase, exchange or other similar price thereof. All). (b) Except as set forth in Section 4.2(a), and except for changes since September 30, 2023 resulting from stock grants or other awards granted in accordance with Section 6.1(b)(ii) or the issuance of Company Class A Common Stock upon the expiration of any restrictions on Company RSUs, as of the date hereof, there are outstanding: (1) no shares of Company Capital Stock, (2) no Voting Debt, (3) no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of Company Capital Stock or Voting Debt, and (4) no options, warrants, calls, rights (including preemptive rights), commitments or agreements to which the Company or any Subsidiary of the Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or any Voting Debt. (c) There are not any stockholder agreements, voting trusts or other agreements to which the Company is a party or by which it is bound relating to the voting of any shares of the Company Capital Stock. (d) All outstanding shares of capital stock of the Subsidiaries of the Company that are owned by the Company, or a direct or indirect wholly-owned Subsidiary of the Company, are free and clear of all Encumbrances, other than Permitted Encumbrances.

Capital Structure. (i) The authorized capital stock of the Company consists of 300,000,000 450,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 7,500,000 shares of preferred stock, par value $.01 par value, of 0.001 per share (the Company ("“Company Preferred Stock"” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of business on January 31June 27, 19972012, (iA) 44,957,557 shares of Company Class A Common Stock 163,540,360 Shares were issued and outstanding, (iiB) 51,407,868 zero Shares were held by the Company as treasury shares, (C) (x) 15,812,111 Shares were reserved and available for future grants pursuant to the 2009 Equity Incentive Plan and zero Shares were reserved for issuance for future grants pursuant to the 2001 Stock Option Plan and the 2003 Non-Employee Directors’ Stock Option Plan, (y) 17,982,170 Shares were reserved for issuance upon exercise of outstanding Company Stock Options pursuant to the 2009 Equity Incentive Plan, 2001 Stock Option Plan and the 2003 Non-Employee Directors’ Stock Option Plan, and (z)1,552,376 Shares were reserved for issuance upon settlement of outstanding Time-Based RSUs and Performance-Based RSUs pursuant to the 2009 Equity Incentive Plan, (D) 2,234,495 Shares were reserved for future issuance under the ESPP, (E) 9,415,425 Shares were reserved for issuance upon conversion of the Company’s 3.00% Convertible Senior Notes due 2014 (the “3.00% Convertible Senior Notes”), (F) no shares of Company Class B Common Stock were issued owned by any Subsidiary of the Company and outstanding, (iiiG) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were or outstanding or held by the Company in its treasuryas treasury shares. The Company has made available to Parent a list of each Company Stock Option issued as of June 27, (v) 5,512,500 2012, the holder thereof, the number of shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan issuable thereunder and the Company s Amended and Restated 1993 Stock Option and Incentive Plan exercise price thereof. (the "Company Stock Plans"ii) and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31June 27, 19972012, no shares of capital stock Company Common Stock or other voting securities Equity Interests of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights or rights (Since the close of business on June 27, 2012 through the date of this Agreement, other than options to acquire in connection with the issuance of Company Class A Common Stock granted under pursuant to the exercise of Company Stock Plans Options outstanding as of June 27, 2012 ("Employee Stock Options"in accordance with the terms thereof as of such date)) to receive , no shares of Company Common Stock on a deferred basis granted under or other Equity Interests of the Company were issued and there has been no change in the number of outstanding Company Stock Plans Options. All outstanding shares of Company Capital Stock are, and all such shares that may be issued prior to the Effective Time (including any Shares issued pursuant to the Top-Up Option) will be when issued, duly authorized, validly issued, fully paid and nonassessable, free and clear of any Liens, and not subject to or otherwiseissued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Certificate of Incorporation, the Company Bylaws or any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound. Except as set forth above in Section 4.01(c4.1(c)(i) or in Section 4.1(c)(ii) of the Company Disclosure Schedule sets forth Letter and except for the Top-Up Option, there are no options, warrants, calls, rights, convertible or exchangeable securities, stock-based performance units, or Contracts to which the Company or any of its Subsidiaries is a complete and correct listparty or by which any of them is bound (A) obligating the Company or any such Subsidiary to issue, as deliver or sell, or cause to be issued, delivered or sold, additional shares of January 31capital stock or other Equity Interests in, 1997or any security convertible or exchangeable for any capital stock of or other equity security in, the Company or of any of its Subsidiaries or (B) obligating the Company or any such Subsidiary to issue, grant or enter into any such option, warrant, call, right, convertible or exchangeable security, stock-based performance unit or Contract. As of the holders date of all Employee Stock Optionsthis Agreement, there are no outstanding contractual obligations of the number Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares subject of capital stock or other Equity Interests of the Company or any such Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to each such option and vote (or convertible into, or exchangeable for, securities having the exercise prices thereof. Allright to vote) on any matter on which the Stockholders may vote.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 shares of Company Class A Common Stock, 150,000,000 shares of par value $0.0001 per share (the “Company Class B Common Stock Stock”) and 100,000,000 45,000,000 shares of preferred stock, par value $.01 par value, of 0.0001 per share (the Company ("“Company Preferred Stock"”). At the close of business on January 31May 3, 19972019 (the “Measurement Date”), (i) 44,957,557 22,212,290 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 356,155 shares of Company Class B Common Stock were issued subject to the Company Stock Options, 567,039 shares of Company Common Stock were subject to Company TSUs, 384,250 shares of Company Common Stock were subject to the Company PSUs and outstanding71,728 shares of Company Common Stock were subject to the Company Board RSUs, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (viv) 5,512,500 2,173,913 shares of Company Class A Common Stock were subject to outstanding rights under the Company Warrant Agreement, (v) 1,499,387 additional shares of Company Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") , and (vi) 51,407,868 no shares of the Company Class A Common Preferred Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporationissued and outstanding. Except as set forth above, at the close of business on January 31, 1997the Measurement Date, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are From the Measurement Date to the date of this Agreement, there have been no outstanding issuances by the Company of shares of capital stock appreciation of the Company or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Company Common Stock, other than the rights under the Company Warrant Agreement or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans Plans. ("Employee Stock Options")b) to receive All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (c) As of the date of this Agreement, there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). (d) Except as set forth above and in the Company Warrant Agreement and the applicable Designated Stockholder Voting Agreements, as of the date of this Agreement, there are no options, warrants, convertible or exchangeable securities, stock-based performance units or other rights or Contracts to which the Company is a deferred basis party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or any security convertible or exchangeable for any shares of capital stock of, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant or enter into any such option, warrant, security, unit, right or Contract or (iii) that give any Person the right to receive any economic interest of any nature accruing to the holders of Company Common Stock. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of the Company, except for (A) the withholding of shares of Company Common Stock to satisfy Tax obligations with respect to awards granted under pursuant to the Company Stock Plans or otherwise. Section 4.01(cPlan and (B) of the acquisition by the Company Disclosure Schedule sets forth a complete and correct list, as of January 31, 1997, of the holders of all Employee Company Stock Options, Company TSUs, Company PSUs and Company Board RSUs in connection with the forfeiture of awards. (e) All Company Stock Options, Company TSUs, Company PSUs and Company Board RSUs are evidenced by written award agreements, in each case substantially in the forms that have been made available to Parent, except that such agreements may differ from such forms with respect to the number of Company Stock Options, Company TSUs, Company PSUs and Company Board RSUs or shares subject to each such option and of Company Common Stock covered thereby, the exercise prices thereof. Allprice (if applicable), the vesting schedule, the expiration date applicable thereto and other similar terms.

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 45,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 5,000,000 shares of preferred stock, par value $.01 par value, of the Company .001 per share ("Company Preferred Stock"). At the close of business on January 3114, 19972003, (i) 44,957,557 22,595,758 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (viii) 5,512,500 5,633,499 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Equity Compensation Plan of the Company, as amended, and the Company s Amended and Restated 1993 Stock Option and Incentive 2000 Equity Compensation Plan of the Company, as amended (such plans, collectively, the "Company Stock Plans") and (vi) 51,407,868 ), of which 3,884,538 shares of Company Class A Common Stock were reserved for issuance upon conversion subject to outstanding Company Stock Options, and 47,787 shares of Company Class B Common Stock in accordance with were subject to vesting and restrictions on transfer (collectively, "Company Restricted Stock"), (iv) no shares of Company Preferred Stock were issued or outstanding or were held by the terms Company as treasury shares and (v) warrants to acquire 106,329 shares of Company Common Stock from the Company pursuant to the warrant agreements set forth on Section 3.01(c) of the Company's Restated Certificate of IncorporationCompany Disclosure Schedule and previously delivered in complete and correct form to Parent (the "Warrants") were issued and outstanding. Except as set forth aboveabove in this Section 3.01(c), at the close of business on January 3114, 19972003, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights, "phantom" stock rights, performance units, rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the or other rights (other than Company Stock Plans or otherwiseOptions and Warrants) that are linked to the value of Company Common Stock (collectively, "Company Stock-Based Awards"). Section 4.01(c3.01(c) of the Company Disclosure Schedule sets forth a complete and correct accurate list, as of January 3114, 19972003, of the holders all outstanding options to purchase shares of all Employee Company Common Stock (collectively, "Company Stock Options") under the Company Stock Plans or otherwise, and all outstanding Warrants, the number of shares of Company Common Stock (or other stock) subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof. No shares of Company Common Stock are subject to repurchase by the Company at a fixed purchase price. All outstanding Company Stock Options are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements, in each case in the forms set forth in Section 3.01(c) of the Company Disclosure Schedule, and no stock option agreement, restricted stock purchase agreement or other award agreement contains terms that are inconsistent with such option forms. As of the close of business on January 14, 2003, there were outstanding Company Stock Options to purchase 1,162,531 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise price of such Company Stock Options was equal to $2.67. As of the close of business on January 14, 2003, there were outstanding Warrants to purchase 101,829 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration. Each Company Stock Option may, by its terms, be canceled in connection with the transactions contemplated hereby for a lump sum cash payment in accordance with and to the extent required by Section 5.04(a). All Warrants may, by their terms, be canceled in exchange for a lump sum cash payment in accordance with and to the extent required by Section 5.04(b). All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock Options or the Warrants will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. AllThere are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above in this Section 3.01(c), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. Except as set forth above in this Section 3.01(c), there are no outstanding (1) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. (i) The authorized capital stock of the Company consists of 300,000,000 180,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 5,000,000 shares of preferred stock, par value $.01 par value1.00 per share, of the Company ("the “Company Preferred Stock"”). At the close of business on January 31September 8, 19972017 (such date and time, the “Measurement Time”), (iA) 44,957,557 57,621,261 shares of Company Class A Common Stock (excluding treasury shares but including 302,247 shares of Company Common Stock granted under the Company Stock Plans and subject to forfeiture conditions (the “Company Restricted Shares”)) were issued and outstanding, (iiB) 51,407,868 11,313,763 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasuryas treasury shares, (vC) 5,512,500 2,086,845 shares of Company Class A Common Stock were reserved and available for issuance in the aggregate pursuant to the Company Stock Plans, options to purchase shares of Company Common Stock pursuant to the Company Stock Plans (the “Company Stock Options”) were outstanding, entitling the holders thereof to receive an aggregate of 270,126 shares of Company Common Stock, performance-based restricted stock units granted under the Company Stock Plans (the “Company Performance Shares”) were outstanding, entitling the holders thereof to receive an aggregate of 52,204, 208,815 and 417,630 shares of Company Common Stock based on “threshold”, “target” and “maximum” performance levels, respectively, deferred stock units granted under the Benefit Plans (the “Company Deferred Stock Units”) were outstanding, entitling the holders thereof to receive an aggregate of 94,524 shares of Company Common Stock and phantom stock units granted under the Benefit Plans (the “Company Phantom Stock Units”) were outstanding, entitling the holders thereof to receive cash payments equal to the value of an aggregate of 12,986 shares of Company Common Stock (the Company Restricted Shares, the Company Stock Options, the Company Performance Shares, the Company Deferred Stock Units and the Company Phantom Stock Units collectively, the “Company Equity-Based Awards”) and (D) 1,820,525 shares of Company Common Stock were reserved and available for issuance pursuant to the Company s Amended ESPP. As of the date of this Agreement, none of the issued and Restated 1991 outstanding shares of Company Common Stock Option and Incentive Plan and (other than the Company s Amended and Restated 1993 Stock Option and Incentive Plan (Restricted Shares) are subject to vesting or forfeiture conditions or a right of repurchase by the "Company. All outstanding Company Equity-Based Awards have been granted under the Company Stock Plans") . Other than the Company Stock Plans and (vi) 51,407,868 the award agreements thereunder, there is no plan, Contract or arrangement providing for the grant of Company Equity-Based Awards. No shares of Company Class A Preferred Stock are issued or outstanding. No shares of Company Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms are owned by any Subsidiary of the Company's Restated Certificate . As of Incorporation. the date of this Agreement, other than the outstanding Company Equity-Based Awards or pursuant to the Company ESPP, there are no outstanding rights of any person to receive Company Common Stock under the Company Stock Plans or Company ESPP or otherwise from the Company, on a deferred basis or otherwise. (ii) Except for outstanding shares of Company Common Stock and Company Equity-Based Awards, as set forth above, at of the close of business on January 31, 1997Measurement Time, no shares of capital stock of, or other equity or voting interests in, the Company, or securities of convertible into, or exchangeable or exercisable for, any such capital stock of, or other equity or voting interests in, the Company were issued, reserved for issuance or outstanding. There are From the Measurement Time to the date of this Agreement, (A) there have been no outstanding issuances by the Company of shares of capital stock appreciation rights of, or rights (other equity or voting interests in, the Company, other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive issuances of shares of Company Common Stock on a deferred basis granted under pursuant to the exercise or settlement of Company Equity-Based Awards outstanding as of the Measurement Time pursuant to the existing terms thereof and (B) there have been no issuances by the Company of securities convertible into, or exchangeable or exercisable for, or options, warrants, shares of deferred stock, restricted stock awards, stock appreciation rights, restricted stock units, performance units, phantom stock awards, or other rights to acquire or receive shares of capital stock of, or other equity or voting interests in, the Company, or other securities that are linked to the value of Company Common Stock Plans or otherwise. Section 4.01(c) the value of the Company Disclosure Schedule sets or any part thereof. (iii) All outstanding shares of capital stock of the Company are, and all shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. Except as set forth in this Section 3.01(c), there are no (A) bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries that may have at any time (whether actual or contingent) the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matter on which stockholders of the Company or its Subsidiaries may vote or (B) securities or other instruments or rights (including stock appreciation rights, phantom stock awards or other similar rights) issued by, or other obligations of, the Company or any of its Subsidiaries, in each case, that are linked to, or the value of which is in any way based upon or derived from, the value of any class of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, the value of the Company, any of its Subsidiaries or any part thereof, or any dividends or other distributions declared or paid on any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or which have or which by their terms may have at any time (whether actual or contingent) the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or any of its Subsidiaries may vote (the items referred to in clauses (A) and (B) collectively, “Equity Equivalents”). Except as set forth in this Section 3.01(c), there are no securities, options, warrants, calls, rights or Contracts of any kind to which the Company or any of its Subsidiaries is a complete party, or by which the Company or any of its Subsidiaries is bound, (x) obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, (y) obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or Contract or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and correct listrights accruing to holders of capital stock of the Company or any of its Subsidiaries. Except pursuant to the forfeiture conditions of the Company Equity-Based Awards outstanding as of the date of this Agreement and except pursuant to any cashless exercise or Tax withholding provisions of or authorizations related to such Company Equity-Based Awards as in effect on the date of this Agreement, there are no outstanding contractual or other obligations of the Company or any of its Subsidiaries to (I) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (II) vote or dispose of any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the knowledge of the Company, as of January 31the date of this Agreement there are no irrevocable proxies and no voting agreements with respect to any shares of capital stock of, 1997, of the holders of all Employee Stock Optionsor other equity or voting interests in, the number Company or any of shares subject to each such option and the exercise prices thereof. Allits Subsidiaries.

Capital Structure. (a) The authorized share capital stock of the Company consists of 300,000,000 shares of Company Class A 267,001,308 Common StockShares, 150,000,000 shares of Company Class B Common Stock and 100,000,000 shares of preferred stock, par value $.01 par value, of the Company ("Company Preferred Stock")0.000037453 per share. At the close of business on January 31November 9, 19972020 (the “Capitalization Time”), (i) 44,957,557 shares of Company Class A 31,721,018 Common Stock Shares were issued and outstanding, outstanding (of which no shares consisted of Company Restricted Shares); (ii) 51,407,868 shares of Company Class B no Common Stock Shares were issued and outstandingheld in the Company’s treasury, (iii) no shares 1,985,961 Common Shares were reserved and available for the grant of future awards pursuant to the Company Preferred Stock were issued and outstanding, Share Plan; (iv) 300,300 shares 3,688,881 Common Shares were issuable upon the exercise of outstanding Company Class A Options (assuming the vesting in full of such Company Options); (v) 845,732 Common Stock Shares were issuable upon the exercise or settlement of outstanding SARs (assuming the vesting in full of such SARs); (vi) 1,885,942 Common Shares were issuable upon the vesting or settlement of outstanding Company RSUs; (vii) 99,777 Common Shares were issuable upon the exercise of the outstanding Company Warrants at an exercise price of $9.02 per Common Share; and (viii) the maximum number of Common Shares that may be issuable pursuant to the exercise of outstanding ESPP Purchase Rights for the Offering Period is 150,000 Common Shares. (b) Except as set forth in Section 3.02(a) and Section 3.03(a), the Company Memorandum of Association, the Company Bye-laws and for such securities of any Company Subsidiary held by the Company in or any of its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation. Except as set forth aboveother Subsidiaries, at the close of business on January 31Capitalization Time, 1997, there are no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There : (i) capital shares, voting securities, voting Indebtedness, or ownership interests in the Company or any Company Subsidiary, (ii) securities or Indebtedness issued by the Company or a Company Subsidiary that are no outstanding stock appreciation convertible into or exchangeable for shares of capital stock, voting securities, voting Indebtedness, or ownership interests in the Company or any Company Subsidiary, (iii) warrants, calls, options or other rights or rights (other than options to acquire Company Class A Common Stock granted under from the Company Stock Plans ("Employee Stock Options")) to receive shares of or a Company Common Stock on a deferred basis granted under the Company Stock Plans Subsidiary, or otherwise. Section 4.01(c) other obligation of the Company Disclosure Schedule sets forth or a complete and correct listCompany Subsidiary to issue, as of January 31any capital stock, 1997voting securities, voting Indebtedness, or securities convertible into or exchangeable for capital stock, voting securities or voting Indebtedness of the holders Company or a Company Subsidiary, or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of the Company or any Company Subsidiary (the foregoing (i) – (iv), a “Company Equity Related Obligation”). Since the Capitalization Time, neither the Company nor any Company Subsidiary has issued any Common Shares or otherwise entered into any Company Equity Related Obligation, except as specifically permitted in Section 5.01(b). (c) All outstanding Common Shares are, and, at the time of issuance, all Employee Stock OptionsCommon Shares that may be issued upon the exercise, vesting or settlement of Company Share Awards, the number exercise of shares subject to each such option ESPP Purchase Rights, and the exercise prices thereof. Allof the Company Warrants will be, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, Law or any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Bermuda Companies Act, the Company Memorandum of Association, the Company Bye-laws or any Contract to which the Company is a party or otherwise bound. (d) Since the Capitalization Time, except for acquisitions or deemed acquisitions of Common Shares in connection with (i) the settlement of any cashless exercise of a Company Option or Company Warrant, or the withholding of Taxes in connection with the exercise, vesting or settlement of Company Share Awards, and (ii) forfeitures of Company Share Awards, neither the Company nor any Company Subsidiary has repurchased, redeemed or otherwise acquired any share capital or voting securities of, or other equity interests in, the Company (including Common Shares) or any Company Equity Related Obligation.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 15,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 500,000 shares of preferred stock, par value $.01 par value, of 0.01 per share (the Company ("“Company Preferred Stock"”), and together with the Company Common Stock, the “Company Capital Stock”). At the close of business on January 31June 2, 19972004, (i) 44,957,557 7,873,664 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 822,394 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (viii) 5,512,500 864,216 shares of Company Class A Common Stock were subject to outstanding Company Stock Options, (iv) 151,610 shares of Company Common Stock were reserved for issuance pursuant to future awards under the Company s Amended and Restated 1991 Company’s 1999 Directors’ Restricted Stock Option and Incentive Plan and the Company’s Executive Incentive Plan, (v) 953,963 additional shares of Company s Amended and Restated 1993 Common Stock Option and Incentive Plan (were available for issuance under the "Company Stock Plans") and , (vi) 51,407,868 79,204 shares of Company Class A Common Stock were subject to outstanding warrants held by GE Capital Corporation and Hare & Company, (vii) 394,861 shares of Company Common Stock were reserved for issuance upon conversion under the Company’s Employee Stock Purchase Plan, (viii) no shares of Company Class B Common Stock were reserved for and subject to issuance in accordance connection with the terms rights (the “Company Rights”) issued pursuant to the Rights Agreement dated as of May 21, 1997, between the Company's Restated Certificate Company and ChaseMellon Shareholder Services L.L.C., as Rights Agent (the “Company Rights Agreement”) and (ix) no shares of IncorporationCompany Preferred Stock were issued and outstanding. Except as set forth above, at as of the date of this Agreement and as of the Closing Date, no other shares of Company Capital Stock were issued, reserved for issuance or outstanding. (b) Section 3.03(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on June 2, 2004, of all outstanding Company Stock Options and all other rights, if any, issued or granted by the Company to purchase or receive Company Capital Stock or stock in any Company Subsidiary, the number of shares subject thereto, the grant dates and exercise prices thereof and the names of the holders thereof. The Company has made available to Acquirer and its Representatives true and complete copies of all option agreements governing Company Stock Options. During the period from January 311, 19972004 to the date of this Agreement, there have been no issuances by the Company of shares of Company Capital Stock other than issuances of shares of Company Common Stock pursuant to the exercise of Company Stock Options outstanding on such date pursuant to the terms thereof. (c) All outstanding shares of Company Capital Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any Contract to which the Company is a party or otherwise bound. (d) There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). Except for the Company Stock Options and the Company Rights, there are no options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, profit participation rights, rights of repurchase, other rights (other than rights that may have arisen under a Company Stock Plan) linked to the price of Company Capital Stock, or commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver, sell or grant, or cause to be issued, delivered, sold or granted additional shares of capital stock or other voting securities or equity interests in, or any security convertible or exchangeable into or exercisable for any capital stock of or other voting security or equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, or (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, unit, commitment, Contract, arrangement or undertaking. There are not any outstanding contractual obligations of the Company were issuedor any Company Subsidiary to repurchase, reserved for issuance redeem or outstanding. There are no outstanding stock appreciation rights or rights (other than options to otherwise acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive any shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c) capital stock of the Company Disclosure Schedule sets forth or any Company Subsidiary. The Company has made available to Acquirer and its Representatives a true and complete and correct listcopy of the Company Rights Agreement, as amended to the date of January 31this Agreement. (e) Except for the Voting Agreement, 1997neither the Company nor any Company Subsidiary is a party to any voting agreement, irrevocable proxy or other agreement with respect to the voting of the holders of all Employee Stock Options, the number of shares subject to each such option and the exercise prices thereof. AllCompany Capital Stock.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 100,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 1,000,000 shares of preferred stock, par value $.01 par value, of the Company 0.01 per share ("Company Preferred Stock"). At the close of business on January 31September 30, 19972003, (i) 44,957,557 67,772,502 shares of Company Class A Common Stock were issued and 47,760,422 shares of Company Common Stock were outstanding, (ii) 51,407,868 20,012,080 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (viii) 5,512,500 7,608,120 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Company's 1989 Non-Qualified Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Plan, 1990 Non-Qualified Stock Option Plan, 1991 Non-Qualified Stock Option Plan, 1992 Non-Qualified Stock Option Plan, 1994 Non-Qualified Stock Option Plan, 1995 Non-Qualified Stock Option Plan, 1996 Non-Qualified Stock Option Plan, 1998 Non-Qualified Stock Option Plan, 1999 Non-Qualified Stock Option Plan, 2000 Non-Qualified Stock Option Plan, 2001 Non-Qualified Stock Option Plan, 2002 Non-Qualified Stock Option Plan, 2003 Non-Qualified Stock Option Plan, any non-employee director stock option plan and Incentive Plan any other plan or arrangement under which compensatory stock options were granted (collectively, the "Company Stock Plans") and (vi) 51,407,868 of which 6,412,486 shares of Company Class A Common Stock were reserved for issuance upon conversion subject to outstanding options to purchase shares of Company Class B Common Stock granted under the Company Stock Plans ("Company Stock Options")), (iv) 389,217 shares of Company Common Stock were "Available Shares" (as defined in accordance with the terms SCT Agreement) and 7,915,335 shares of Company Common Stock were held in the Company's Restated Certificate "Suspense Account" (as defined in the SCT Agreement) pursuant to the Trust and (v) no shares of IncorporationCompany Preferred Stock were issued or outstanding. (b) The Company has delivered to Parent a correct and complete list, as of September 30, 2003, of all outstanding Company Stock Options or other rights to purchase or receive shares of Company Common Stock granted under the Company Stock Plans or otherwise, the number of shares of Company Common Stock subject thereto, expiration dates and exercise prices thereof. Except as set forth aboveabove in this Section 3.03, at the close of business on January 31September 30, 19972003, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There Except as set forth above in this Section 3.03, there are no outstanding stock appreciation rights, rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis or other rights that are linked to the value of Company Common Stock granted under the Company Stock Plans or otherwise. Section 4.01(c) All outstanding shares of capital stock of the Company Disclosure Schedule sets are, and all shares which may be issued pursuant to the Company Stock Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (c) Except as set forth a complete and correct listabove in this Section 3.03, as of January 31there are no bonds, 1997debentures, notes or other indebtedness of the holders Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of all Employee Stock Optionsthe Company may vote. Except as set forth above in this Section 3.03, (i) there are not issued, reserved for issuance or outstanding (A) any securities of the number Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares subject of capital stock or voting securities of the Company or any of its Subsidiaries or (B) any warrants, calls, options or other rights to each acquire from the Company or any of its Subsidiaries, or any obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any of its Subsidiaries and (ii) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such option and securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the exercise prices thereof. AllCompany nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities.

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 35,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 2,000,000 shares of preferred stock, par value $.01 par value, of the Company per share ("“Company Preferred Stock"”). At the close of business on January 31March 2, 19972005, (i) 44,957,557 14,445,563 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (viii) 5,512,500 7,269,604 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive 1996 Equity Compensation Plan of the Company and the 1999 Employee Stock Purchase Plan of the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "“ESPP”, and such plans collectively, the “Company Stock Plans") and (vi) 51,407,868 ”), of which 4,873,628 shares of Company Class A Common Stock were subject to outstanding Company Stock Options, (iv) other than as set forth in clause (v), no shares of Company Preferred Stock were issued or outstanding or were held by the Company in its treasury and (v) 50,000 shares of Company Preferred Stock designated as Series A Junior Participating Preferred Shares were reserved for issuance upon conversion of Company Class B Common Stock in accordance connection with the terms rights (the “Rights”) to be issued pursuant to the Rights Agreement dated as of July 31, 2001, between the Company and American Stock Transfer & Trust Company's Restated Certificate of Incorporation, as rights agent (the “Rights Agreement”). Except as set forth aboveabove in this Section 3.01(c), at the close of business on January 31March 2, 19972005, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There are no outstanding shares of Company Common Stock or Company Preferred Stock subject to vesting or restrictions on transfer, stock appreciation rights or (“SARs”), “phantom” stock rights, performance units, rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted or other rights (other than Company Stock Options) that are linked to the value of Company Common Stock (collectively, but exclusive of rights under the ESPP, “Company Stock Plans or otherwiseStock-Based Awards”). Section 4.01(c3.01(c) of the Company Disclosure Schedule sets forth a complete and correct accurate list, as of January 31March 2, 19972005, of all outstanding options to purchase shares of Company Common Stock (collectively, but exclusive of rights under the holders of all Employee ESPP, “Company Stock Options”) under the Company Stock Plans or otherwise, the number of shares of Company Common Stock (or other stock) subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof. All (i) outstanding shares of Company Common Stock in respect of which the Company has a right under specified circumstances to repurchase such shares by the Company at a fixed purchase price and (ii) Company Stock Options are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements, in each case in the forms set forth in Section 3.01(c) of the Company Disclosure Schedule, and no stock option agreement, restricted stock purchase agreement or other award agreement contains terms that are inconsistent with such option forms. There are no Company Stock Options intended to qualify as an “incentive stock option” under Section 422 of the Code, and the exercise price of each Company Stock Option is no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Stock Option. As of the close of business on March 2, 2005, there were outstanding Company Stock Options to purchase 3,962,148 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise price of such Company Stock Options was equal to $19.21. The maximum number of shares of Company Common Stock that could be purchased with accumulated payroll deductions under the ESPP at the close of business of July 29, 2005 is 25,000, which number was calculated assuming (A) the fair market value of a share of Company Common Stock on such date is equal to the Merger Consideration and payroll deductions continue at the current rate, (B) not giving effect to any limitation contained in the ESPP as to the number of shares that a participant may purchase in any given period and (C) excluding any individuals that are on leave from their employment with the Company as of the date of this Agreement. Each Company Stock Option may, by its terms, be canceled in connection with the transactions contemplated hereby for a lump sum cash payment in accordance with and to the extent required by Section 5.04(a). All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock Options or rights under the ESPP will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. AllThere are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above in this Section 3.01(c), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or (C) any warrants, calls, options or other rights to acquire from the Company, and no obligation of the Company to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of the Company to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. The Company is not a party to any voting agreement with respect to the voting of any such securities.

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 30,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 2,500,000 shares of preferred stock, par value $.01 par value0.01 per share, of the Company ("“Company Preferred Stock"”). At the close As of business on January 31December 1, 1997, 2003: (i) 44,957,557 9,206,774 shares of Company Class A Common Stock were issued and outstanding, ; (ii) 51,407,868 2,539,538 shares of Company Class B Common Stock were issued held by Company in its treasury and outstanding, no shares of Company Common Stock were held by Subsidiaries of Company; (iii) no shares of Company Preferred Stock were issued and outstanding, ; (iv) 300,300 no shares of Company Class A Common Preferred Stock were held by the Company in its treasury, treasury or were held by any Subsidiary of Company; and (v) 5,512,500 2,117,367 shares of Company Class A Common Stock were reserved for issuance pursuant to all plans, including the Company s Amended and Restated 1991 Stock Option and Incentive Plan and Plans, agreements or arrangements providing for equity-based compensation to any director, Employee (as defined in Section 3.1(f)), consultant or independent contractor of Company or any of its Subsidiaries (collectively, the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "“Company Stock Plans") and (vi) 51,407,868 ”), of which 1,119,865 shares are subject to outstanding stock options to acquire Company Common Stock. All outstanding shares of Company Class A Common Stock were reserved for issuance upon conversion capital stock of Company Class B Common Stock in accordance with are, and all shares thereof which may be issued prior to the terms Closing will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Company has delivered to Newco a true and complete list, as of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31December 1, 19972003, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are no all outstanding stock appreciation rights or rights (other than options to acquire purchase or receive Company Class A Common Stock and all other rights to purchase or receive Company Common Stock granted under the Company Stock Plans ("Employee collectively, the “Company Stock Options"”)) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c) of the Company Disclosure Schedule sets forth a complete and correct list, as of January 31, 1997, of the holders of all Employee Stock Options, the number of shares subject to each such option Company Stock Option, the grant dates, the vesting schedule and the exercise prices (to the extent applicable) of each such Company Stock Option and the names of the holders thereof. AllCompany has not awarded or authorized the award of any Company Stock Options since December 1, 2003. Except as set forth in this Section 3.1(c) and except for the Company Rights Agreement and changes since December 1, 2003 resulting from (i) the issuance of shares of Company Common Stock pursuant to and in accordance with Company Stock Options outstanding prior to December 1, 2003 and (ii) as expressly contemplated hereby (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or voting securities or other ownership interests of Company, (B) any securities of Company or any Subsidiary of Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests of Company, or (C) any warrants, calls, options or other rights to acquire from Company or any Subsidiary of Company, or any obligation of Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or securities convertible into or exchangeable or exercisable for, capital stock or voting securities or other ownership interests of Company, and (y) there are no outstanding obligations of Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities, other than pursuant to any “cashless exercise” provision of any Company Stock Options. Except as set forth in Section 3.1(c) of the Company Disclosure Schedule (which schedule shall include the Company Rights Agreement and the Company Stock Plans), there are no outstanding (A) securities of Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests in any Subsidiary of Company, (B) warrants, calls, options or other rights to acquire from Company or any of its Subsidiaries, or any obligation of Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for, any capital stock, voting securities or other ownership interests in, any Subsidiary of Company or (C) obligations of Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities of Subsidiaries of Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Except for the Company Rights Agreement and the Company Stock Plans, neither Company nor any of its Subsidiaries is a party (and, to the knowledge of Company as of the date hereof, no other Person having beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of five percent or more of the outstanding Company Common Stock (a “Major Company Stockholder”) is a party) to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or antidilutive rights with respect to any of the securities of Company or any of its Subsidiaries. There are no voting trusts or other agreements or understandings to which Company or any of its Subsidiaries is a party or, to the knowledge of Company as of the date hereof, any Major Company Stockholder is a party with respect to the voting of the capital stock of Company or any of its Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 300,000,000 140,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 10,000,000 shares of preferred stock, par value $.01 par value, of 1.00 per share (the Company ("“Company Preferred Stock"”). At the close of business on January October 31, 19972014, (i) 44,957,557 (A) 56,705,062 shares of Company Class A Common Stock were issued and outstanding, outstanding (ii) 51,407,868 which number includes 1,381,368 shares of Company Class B Common Stock were issued subject to vesting or other forfeiture conditions or repurchase by the Company (such shares, the “Company Restricted Stock”)) and outstanding, (iiiB) no 25,866,310 shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (vii) 5,512,500 2,602,026 shares of Company Class A Common Stock were reserved for issuance pursuant subject to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan outstanding options (the "“Company Stock Plans"Options”), (iii) and (vi) 51,407,868 24,376 shares of Company Class A Common Stock were reserved for issuance issuable upon conversion settlement or vesting of outstanding Company restricted stock units (the “Company RSUs”), (iv) 32,356 shares of Company Class B Common Stock were issuable upon settlement or vesting of outstanding Company Deferred Stock Units and (v) no shares of Company Preferred Stock were issued or outstanding or held by the Company in accordance with the terms of the Company's Restated Certificate of Incorporationits treasury. Except as set forth above, at the close of business on January October 31, 19972014, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance issued or outstanding. There are Since December 31, 2013, the Company has not declared or paid any dividend or declared or made any distribution on any of its capital stock. Since October 31, 2014 to the date of this Agreement, (x) there have been no outstanding issuances by the Company of shares of capital stock appreciation rights or rights (other voting securities of the Company, other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive issuances of shares of Company Common Stock pursuant to the exercise of Company Stock Options or vesting of Company RSUs outstanding as of October 31, 2014 and (y) there have been no issuances by the Company of options, warrants, other rights to acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Company Common Stock. All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. No Subsidiary of the Company owns any shares of capital stock of the Company. There are no bonds, debentures, notes or other indebtedness of the Company that give the holders thereof the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). Except for any obligations pursuant to this Agreement or as otherwise set forth above, as of October 31, 2014 there are no options, warrants, rights (including preemptive, conversion, stock appreciation, redemption or repurchase rights), convertible or exchangeable securities, stock-based performance units, Contracts or undertakings of any kind to which the Company or any of its Subsidiaries is a deferred basis granted under party or by which any of them is bound (1) obligating the Company or any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities of, or equity interests in, or any security convertible or exchangeable for any capital stock or other security of, or equity interest in, the Company or of any of its Subsidiaries or any Voting Company Debt, (2) obligating the Company or any such Subsidiary to issue, grant or enter into any such option, warrant, right, security, unit, Contract or undertaking or (3) that give any person the right to subscribe for or acquire any securities of the Company or any of its Subsidiaries, or to receive any economic interest of a nature accruing to the holders of Company Common Stock or otherwise based on the performance or value of shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock, other than pursuant to the Company Stock Plans Plans, or otherwise. options, warrants or other rights to acquire shares of capital stock of the Company or any such Subsidiary other than as described above. (ii) Section 4.01(c3.01(c)(ii) of the Company Disclosure Schedule Letter sets forth a correct and complete listing of all outstanding Company Restricted Stock, Company RSUs, Company Deferred Stock Units and correct list, Company Stock Options as of January October 31, 19972014, of setting forth the holders of all Employee Stock Optionsholder’s participant identification number, the number of shares subject grant date and vesting schedule with respect to each such option award, and the exercise prices thereof. Allprice with respect to each Company Stock Option.

Capital Structure. The (a) As of the Agreement Date, the authorized share capital stock of the Company consists of 300,000,000 shares of 564,111,242 Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 shares of preferred stock, $.01 par value, of the Company ("Company Preferred Stock")Shares. At the close of business on January 31October 20, 19972022 (the “Capitalization Time”), (i) 44,957,557 shares of 96,788,508 Company Class A Common Stock Shares were issued and outstanding, outstanding; (ii) 51,407,868 shares of no Company Class B Common Stock Shares were issued and outstanding, held in the Company’s treasury; (iii) no shares 3,115,663 Company Common Shares were reserved and available for the grant of stock options and future awards pursuant to the Company Preferred Stock were issued and outstanding, Share Plans; (iv) 300,300 shares 5,247,354 Company Common Shares were issuable upon the exercise of outstanding Company Class A Options (assuming the vesting in full of such Company Options); (v) 6,943,641 Company Common Stock Shares were issuable upon the vesting or settlement of outstanding Company RSUs; (vi) 798,805 Company Common Shares were issuable upon the vesting or settlement of outstanding Company PSUs (assuming performance goals are satisfied); and (vii) 49,800 Company Common Shares were issuable upon the exercise of the 2017 Company Warrant at an exercise price of $15.06 per Company Common Share and 23,910 Company Common Shares were issuable upon the exercise of the 2018 Company Warrant at an exercise price of $18.82 per Company Common Share. (b) Except as set forth in Section 3.02(a) and Section 3.03(a), the Company Organizational Documents and for such securities of any Company Subsidiary held by the Company in or any of its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation. Except as set forth aboveother Subsidiaries, at the close of business on January 31Capitalization Time, 1997, there are no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There : (i) capital shares, voting securities, voting Indebtedness, or ownership interests in the Company or any Company Subsidiary; (ii) securities or Indebtedness issued by the Company or a Company Subsidiary that are no outstanding convertible into or exchangeable for shares of capital stock, voting securities, voting Indebtedness, or ownership interests in the Company or any Company Subsidiary; (iii) warrants, calls, options or other rights to acquire from the Company or a Company Subsidiary, or other obligation of the Company or a Company Subsidiary to issue, any capital stock, voting securities, voting Indebtedness, or securities convertible into or exchangeable for capital stock, voting securities or voting Indebtedness of the Company or a Company Subsidiary; or (iv) restricted shares, stock appreciation rights rights, performance units, contingent value rights, “phantom” stock or similar securities or rights (other than options to acquire Company Class A Common Stock granted under that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of the Company Stock Plans or any Company Subsidiary ("Employee Stock Options"the foregoing (i) – (iv), a “Company Equity Related Obligation”). Since the Capitalization Time, neither the Company nor any Company Subsidiary has issued any Company Common Shares or otherwise entered into any Company Equity Related Obligation, except as specifically permitted in Section 5.01(b). (c) All outstanding Company Common Shares are, and, at the time of issuance, all Company Common Shares that may be issued upon the exercise, vesting or settlement of Company Share Awards and the exercise of the Company Warrants will be, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, Law or any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Bermuda Companies Act, the Company Organizational Documents, the Organizational Documents of any Company Subsidiary or any Contract to receive shares which the Company or any Company Subsidiary is a party or otherwise bound. (d) Since the Capitalization Time, except for acquisitions or deemed acquisitions of Company Common Stock on Shares in connection with (i) the settlement of any cashless exercise of a deferred basis granted under Company Option or Company Warrant, or the withholding of Taxes in connection with the exercise, vesting or settlement of Company Share Awards, and (ii) forfeitures of Company Share Awards, neither the Company Stock Plans nor any Company Subsidiary has repurchased, redeemed or otherwise. otherwise acquired any Equity Interests in, the Company (including Company Common Shares) or any Company Equity Related Obligation. (e) Section 4.01(c3.03(e) of the Company Disclosure Schedule Letter sets forth a complete and correct listforth, as of January 31the Capitalization Time, 1997a true and complete list of each outstanding Company Option, Company RSU and Company PSU and, as applicable, (i) the identification number of each holder thereof; (ii) the holders date of all Employee Stock Optionsgrant (or if applicable, the date of repricing); (iii) the number of shares Company Common Shares subject to each award (deeming performance goals as being satisfied); (iv) the unvested portion of each such option Company Option, Company RSU and Company PSU; (v) the vesting schedule of each such Company Option, Company RSU and Company PSU, and, if applicable, settlement schedule of such awards, including any accelerated vesting provisions; and (vi) the exercise prices or purchase price thereof, if applicable. AllEach grant of a Company Option, Company RSU and Company PSU was properly approved by the Company Board (or a duly authorized committee or subcommittee thereof or the Company’s principal executive officer with due authorization) in compliance in all material respects with Law, recorded on the Company’s consolidated financial statements in accordance with GAAP in all material respects, and were validly issued, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of the grant. The exercise price of each Company Option is not less than the fair market value of a Company Common Share on the date of grant (or if applicable, the date of repricing) of such Company Option. Except for Company Options, Company RSUs and Company PSUs, there are no awards or rights outstanding as of the Capitalization Time under the Company Share Plans.

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 5,000,000 shares of preferred stock, par value $.01 par value, of the Company 0.01 per share ("“Company Preferred Stock"”). At the close of business on January 31October 13, 19972006, (i) 44,957,557 45,449,433 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 approximately 4,300,000 shares of Company Class B Common Stock were issued reserved for issuance pursuant to the Company 1994 Stock Option Plan, the Company 1995 Stock Option Plan, the Company 1997 Stock Option Plan, the Company Amended and outstandingRestated 1999 Stock Option Plan, the Company 2000 Stock Option Plan and the Company 2002 Stock Option Plan (collectively, the “Company Stock Plans”), of which 2,925,854 shares of Company Common Stock were subject to outstanding options to purchase shares of Company Common Stock (collectively, and including any options to purchase shares of Company Common Stock granted after October 13, 2006, pursuant to the terms of this Agreement, “Company Stock Options”), (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock or outstanding or were held by the Company in its treasury, as treasury shares and (viv) 5,512,500 5,000,000 shares of Company Class Preferred Stock designated as Series A Common Junior Participating Preferred Stock were reserved for issuance in connection with the rights (the “Rights”) to be issued pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and Rights Agreement, dated as of August 11, 2000, between the Company s Amended and Restated 1993 Stock Option and Incentive Plan ▇▇▇▇▇ Fargo Bank, N.A. (as amended, the "Company Stock Plans") and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation“Rights Agreement”). Except as set forth aboveabove in this Section 3.01(c), at the close of business on January 31October 13, 19972006, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There are no outstanding shares of Company Common Stock or Company Preferred Stock subject to vesting or restrictions on transfer or rights of repurchase by the Company, stock appreciation rights, “phantom” stock rights, performance units, rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the or other rights (other than Company Stock Plans or otherwiseOptions) that are linked to the value of Company Common Stock. Section 4.01(c3.01(c) of the Company Disclosure Schedule sets forth a complete and correct accurate list, as of January 31October 13, 19972006, of all outstanding Company Stock Options under the holders of all Employee Company Stock OptionsPlans, the number of unpurchased shares of Company Common Stock subject thereto, the grant dates, expiration dates, exercise prices and vesting schedules thereof and the names of the holders thereof. Section 3.01(c) of the Company Disclosure Schedule also sets forth the aggregate number of unpurchased shares of Company Common Stock subject to outstanding Company Stock Options with exercise prices on a per share basis lower than $5.00 and the weighted average exercise price of such Company Stock Options. All Company Stock Options are evidenced by stock option agreements in the forms set forth in Section 3.01(c) of the Company Disclosure Schedule, and no stock option agreement contains terms that are inconsistent with such forms. With respect to the Company Stock Options, (A) each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (B) each such option grant was made in accordance with the terms of the applicable Company Stock Plan, the Exchange Act and all other applicable statutes, laws, ordinances, rules, regulations, orders, writs, injunctions, decrees, judgments or stipulations (“Legal Provisions”), including the rules and regulations of The NASDAQ Global Market and its predecessor markets (“Nasdaq”) or any other exchange on which Company securities are traded, (C) the per share exercise prices price of each Company Stock Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date and (D) each such grant was properly accounted for in accordance with GAAP in the audited financial statements included in the Filed Company SEC Documents and disclosed in the Filed Company SEC Documents in accordance with the Exchange Act and all other applicable Legal Provisions. The Company has terminated the Company 2000 Employee Stock Purchase Plan (the “Company ESPP”), and no employee of the Company has any rights to purchase shares of Company Common Stock pursuant to the Company ESPP. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock Options will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. AllThere are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above in this Section 3.01(c), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. Except as set forth above in this Section 3.01(c), there are no outstanding (1) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities of any Subsidiary of the Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities of any Subsidiary of the Company.

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 100,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 5,000,000 shares of preferred stock, par value $.01 par valueper share, of the Company ("Company Authorized Preferred Stock"), of which 1,000,000 shares have been designated as Company Series A Junior Participating Preferred Stock ("Company Preferred Stock") and no other shares of Company Authorized Preferred Stock have been designated. At the close of business on January 31October 29, 1997, 2000: (i) 44,957,557 42,382,655 shares of Company Class A Common Stock were issued and outstanding, ; (ii) 51,407,868 10,376,039 shares of Company Class B Common Stock were issued held by the Company in its treasury (such shares, "Company Treasury Stock") and outstanding, no shares of Company Common Stock were held by subsidiaries of the Company; (iii) no shares of Company Preferred Stock were issued and outstanding, outstanding and 1,000,000 shares of Company Preferred Stock were reserved for issuance pursuant to the Rights Agreement; (iv) 300,300 no shares of Company Class A Common Preferred Stock were held by the Company in its treasury, treasury or were held by any subsidiary of the Company; and (v) 5,512,500 5,987,587 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Company's 1992 Warrant Plan, Vacation Break U.S.A., Inc. 1995 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Plan, 1997 Stock Option Plan, 2000 Incentive Stock Plan, Vacation Break U.S.A. Inc. Directors' Plan, as amended, Warrant Agreements dated December 27, 1995, Warrant Agreements dated May 22, 1997 and Incentive Employee Stock Purchase Plan (the "Company Stock Plans") ), of which 3,628,956 shares are subject to outstanding employee and non-employee director stock options (vi) 51,407,868 the "Company Stock Options"), 1,745,510 shares are subject to employee warrants (the "Company Warrants"), 230,322 shares are subject to awards of restricted Company Common Stock (collectively with Company Stock Options, Company Warrants and the awards described in Section 5.6(b), the "Company Awards"). All outstanding shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms capital stock of the Company's Restated Certificate of IncorporationCompany are, and all shares thereof which may be issued prior to the Closing will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth above, at the close of business on January in this Section 3.1(c) and except for changes since October 31, 1997, no 2000 resulting from the issuance of shares of capital stock or Company Common Stock pursuant to and in accordance with Company Awards and other voting securities of the Company were rights referred to above in this Section 3.1(c), outstanding prior to October 31, 2000 (x) there are not issued, reserved for issuance or outstandingoutstanding (A) any shares of capital stock or voting securities or other ownership interests of the Company, (B) any securities of the Company or any Company subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests of the Company, or (C) any warrants, calls, options or other rights to acquire from the Company or any Company subsidiary, or any obligation of the Company or any of its subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or securities convertible into or exchangeable or exercisable for, capital stock or voting securities or other ownership interests of the Company, and (y) there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. There are no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")A) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c) securities of the Company Disclosure Schedule sets forth a complete and correct list, as or any of January 31, 1997, its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests in any subsidiary of the holders Company, (B) warrants, calls, options or other rights to acquire from the Company or any of all Employee Stock Optionsits subsidiaries, or any obligation of the number Company or any of shares subject its subsidiaries to each issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for, any capital stock, voting securities or other ownership interests in, any subsidiary of the Company or (C) obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any such option and outstanding securities of subsidiaries of the exercise prices thereofCompany or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. AllTo the Company's knowledge, neither the Company nor any of its subsidiaries is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or antidilutive rights with respect to any of the securities of the Company or any of its subsidiaries. To the knowledge of the Company, there are no voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the subsidiaries.

Capital Structure. (a) The authorized capital stock of ------------------ the Company consists of 300,000,000 200,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 10,000,000 shares of preferred stock, par value $.01 par value1.00 per share (the "Company ------- Authorized Preferred Stock" and, of together with the Company (Common Stock, the -------------------------- "Company Preferred Stock"). At the close of business on January 31November 17, 19971999, (i) 44,957,557 -------------- 18,351,054 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 1,097,719 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Authorized Preferred Stock were issued and outstanding, (iv) 300,300 consisting entirely of shares of Company Class A Preferred Stock, (iii) 2,837,558 shares of Company Common Stock were held by the Company in its treasury, (viv) 5,512,500 1,097,719 shares of Company Class A Common Stock were reserved for issuance upon conversion of outstanding shares of Company Preferred Stock, 1,671,436 shares of Company Common Stock were reserved for issuance pursuant to exercise of outstanding Company Employee Stock Options (as defined in Section 6.04(d)) and 550,564 additional shares of Company Common Stock were reserved for issuance pursuant to the Company s Amended Stock Plans (as defined in Section 6.04(d)), and Restated 1991 Stock Option and Incentive Plan and (v) 185,000 shares of Series A Junior Participating Preferred Stock, par value $1.00 per share (the "Junior Preferred Stock"), of the Company s Amended and Restated 1993 Stock Option and Incentive Plan were ---------------------- reserved for issuance in connection with the rights (the "Company Stock PlansRights") -------------- issued pursuant to the Rights Agreement dated as of August 26, 1999, between the Company and First Chicago Trust Company of New York, as Rights Agent (vi) 51,407,868 shares of as amended from time to time, the "Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of IncorporationRights Agreement"). Except as ------------------------ set forth above, above at the close of business on January 31November 17, 19971999, no shares of capital stock Company Capital Stock or other equity securities or voting securities of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights or rights Company SARs (other than options to acquire as defined in Section 6.04) that were not granted in tandem with a related Company Class A Common Stock granted under the Employee Company Stock Plans ("Employee Stock Options")) to receive Option. All outstanding shares of Company Common Capital Stock on a deferred basis granted under are, and all such shares that may be issued prior to the Company Stock Plans Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable. There are not any bonds, debentures, notes or otherwise. Section 4.01(c) other indebtedness of the Company Disclosure Schedule sets having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock may vote ("Voting Company Debt"). Except as ------------------- set forth above, except pursuant to the ESOP (as defined in Section 3.03(c)), a true and complete copy of which has been previously provided to Parent, and except for the transactions contemplated by this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts (as defined in Section 3.05(a)), arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Company Capital Stock. As of the date of this Agreement, except as set forth in the Partnership Agreement (as defined in Section 6.12(a)), there are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary. The Company has delivered to Parent a complete and correct list, as of January 31, 1997, copy of the holders of all Employee Stock Options, the number of shares subject to each such option and the exercise prices thereof. AllCompany Rights Agreement.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 96,000,000 Company Common Shares, 1,357,299 shares of voting preferred shares, without par value (“Company Class A Common StockVoting Preferred Shares”), 150,000,000 and 1,000,000 shares of non-voting preferred shares, without par value (“Company Class B Common Stock and 100,000,000 shares of preferred stockNon-Voting Preferred Shares” and, $.01 par value, of together with the Company ("Common Shares and the Company Voting Preferred Shares, the “Company Capital Stock"”). At the close of business on January 31December 17, 19972019 (the “Capitalization Date”), (i) 44,957,557 shares of 50,420,700 Company Class A Common Stock Shares were issued and outstandingoutstanding and no Company Common Shares were held in the treasury of the Company, (ii) 51,407,868 shares of 155,250 Company Class B Common Stock Voting Preferred Shares designated as 6 3/4% Cumulative Convertible Preferred Shares (“6 3/4% Preferred Shares”) were issued and outstanding, (iii) no shares of Company Non-Voting Preferred Stock Shares were issued and outstanding, (iv) 300,300 shares of 3,526,867 Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock Shares were reserved and available for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Plans, of which (A) 939,489 Company s Amended and Restated 1993 Stock Option and Incentive Plan Common Shares were subject to outstanding Company RSUs (the "other than Company PSUs), (B) 1,282,005 Company Common Shares were subject to outstanding Company PSUs (assuming settlement of outstanding awards based on maximum achievement of applicable performance goals), (C) 143,845 Company Common Shares were subject to outstanding Company Stock Plans") Options and (viD) 51,407,868 shares 10,389 Company Common Shares were subject to outstanding Company SARs, and (v) 23,444 Company Common Shares were subject to Company Phantom Shares, of which (A) 2,301 were stock-settled Company Class A Common Stock Phantom Shares and (B) 21,143 were reserved for issuance upon conversion of cash-settled Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of IncorporationPhantom Shares. Except as set forth abovein this Section 4.03(a), at the close of business on January 31, 1997the Capitalization Date, no shares of capital stock or other voting securities of of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. From the close of business on the Capitalization Date to the date of this Agreement, there have been no issuances by the Company of shares of capital stock or voting securities of, or other equity interests in, the Company, other than the issuance of Company Common Shares (x) upon the exercise of Company Stock Options and Company SARs outstanding at the close of business on the Capitalization Date or (y) upon the vesting and settlement of Company RSUs, Company PSUs and Company Phantom Shares outstanding at the close of business on the Capitalization Date, in each case, in accordance with their terms in effect on the Capitalization Date. (b) All outstanding shares of Company Capital Stock are, and, at the time of issuance, all such shares that may be issued upon the vesting, exercise or settlement, as applicable, of Company Stock-Based Awards will be, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the OGCL, the Company Articles, the Company Regulations or any Contract to which the Company is a party or otherwise bound. (c) Except as set forth in this Section 4.03, as of the close of business on the Capitalization Date, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (i) except as required by the terms of the 6 3/4% Preferred Shares, any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary or any securities of the Company or any Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary, (ii) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, or any other obligation of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary, or (iii) any rights issued by or other obligations of the Company or any Company Subsidiary that are linked in any way to the price of any class of Company Capital Stock or any shares of capital stock or voting securities of, or other equity interests in, any Company Subsidiary, the value of the Company, any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary. Except as set forth above in this Section 4.03 or in connection with Company Stock-Based Awards, as of the close of business on the Capitalization Date, there are not any outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of the Company or any Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (i), (ii) or (iii) of the immediately preceding sentence. There are no outstanding stock appreciation rights debentures, bonds, notes or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c) Indebtedness of the Company Disclosure Schedule sets forth a complete and correct listthat have or by their terms may have at any time the right to vote (or which are convertible into, as of January 31or exchangeable for, 1997, securities having the right to vote) on any matters on which shareholders of the holders Company may vote (“Company Voting Debt”). Neither the Company nor any of all Employee Stock Optionsthe Company Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, the number Company. Except for this Agreement, neither the Company nor any of shares subject the Company Subsidiaries is a party to each such option and any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the exercise prices thereof. AllCompany or any of the Company Subsidiaries.

Capital Structure. The authorized capital stock of the ----------------- Company consists of 300,000,000 40,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 shares which 13,489,604 Shares were outstanding as of preferred stock, $.01 par value, of the Company ("Company Preferred Stock"). At the close of business on January 31September 27, 19971999, (i) 44,957,557 and 5,000,000 shares of Company Class A Preferred Stock, par value $0.001 per share (the "Preferred Shares"), none of which were outstanding as of the close of business on September 27, 1999. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. Other than shares of Common Stock were issued and outstanding, (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and Agreement, the Company s Amended and Restated 1993 has no shares of Common Stock Option and or Preferred Shares subject to issuance, except (i) 3,355,069 shares of Common Stock reserved for issuance under the Company's 1997 Stock Incentive Plan, of which options to acquire 1,213,476 shares of Common Stock are outstanding as of September 27, 1999, (ii) 150,000 shares of Common Stock reserved for issuance under the Company's 1997 Employee Stock Purchase Plan (the "Company ESPP"), of which 79,967 shares of Common Stock are available for purchase as of September 27, 1999, (iii) 70,000 shares of Common Stock reserved for issuance pursuant to options granted other than pursuant to the Stock Plans") , of which options to acquire 70,000 shares of Common Stock are outstanding as of September 27, 1999 and (viiv) 51,407,868 247,220 shares of Company Class A Common Stock were reserved for issuance upon conversion exercise of Company Class B the Warrants as of September 27, 1999. Schedule 6.1(b) sets forth a correct and complete list of (i) each outstanding option to purchase shares of Common Stock in accordance with under the terms Stock Plans (as defined below) or pursuant to clause (iii) of the Company's Restated Certificate preceding sentence (each a "Company Option"), as of IncorporationSeptember 27, 1999, including the holder, date of grant, exercise price and number of shares of Common Stock subject thereto and (ii) each Warrant as of September 27, 1999, including the holder, exercise price, and number of shares of Common Stock subject thereto. Except As of September 27, 1999, there are no shares of capital stock of the Company authorized, issued or outstanding except as set forth above and, except as set forth above, at there are no preemptive rights or any outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character to which the close of business on January 31, 1997, no shares of Company is a party or may be bound relating to the issued or unissued capital stock or other voting securities of the Company were issuedand the Shares subject to the Stock Option Agreement shall not be subject to any preemptive rights. The Company does not have outstanding any bonds, reserved debentures, notes or other obligations, the holders of which have the right to vote (or convertible into or exercisable for issuance or outstanding. There are no outstanding stock appreciation rights or rights (other than options securities having the right to acquire Company Class A Common Stock granted under vote) with the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c) stockholders of the Company Disclosure Schedule sets forth a complete on any matter ("Voting Debt"). Except for the Company's 1997 Stock Incentive Plan (including its predecessor plan, the 1995 Stock Option/Stock Issuance Plan) and correct listthe ESPP (such plans collectively, the "Stock Plans"), at or after the Effective Time, neither the Surviving Corporation nor Parent nor their respective affiliates will have any obligation to issue, transfer or sell any shares or securities of the Surviving Corporation, Parent or any of their respective affiliates pursuant to any Compensation and Benefit Plan (as defined in Section 6.1(h)(i)) which obligations were outstanding as of January 31September 27, 1997, 1999. On or prior to the consummation of the holders Offer, the Company will have taken all actions as are required to adjust the terms of all Employee Stock Optionsoutstanding Warrants to provide that the Warrants may be canceled in accordance with Section 5.1(a)(iii). Since September 27, 1999, the number Company has not issued, granted or entered into any agreement relating to any subscription, option, warrant, right, convertible security or any agreement or commitment of shares subject any character to each such option and which the exercise prices thereof. AllCompany is a party or may be bound relating to the issued or unissued capital stock or other securities of the Company, except for the Stock Option Agreement.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 50,000,000 shares of preferred stock, par value $.01 par value, of 0.01 per share (the Company ("“Company Preferred Stock"” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of business on January 31February 28, 19972005, (i) 44,957,557 50,801,291 shares of Company Class A Common Stock were issued and outstanding, of which 414,872 shares issued pursuant to the Company’s Incentive Award Plan or its predecessor plan (collectively, the “Company Stock Plan”) were subject to vesting and restrictions on transfer (collectively, “Company Restricted Stock”), (ii) 51,407,868 2,491,800 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, treasury and (viii) 5,512,500 9,375,000 shares of Company Class A Common Stock were reserved and available for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and (vi) 51,407,868 Plan, of which 2,498,532 shares were subject to outstanding options to purchase shares of Company Class A Common Stock were reserved for issuance upon conversion (collectively, “Company Stock Options”) with a weighted-average exercise price of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation. $21.67. (b) Except as set forth above, at the close of business on January 31February 28, 19972005, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance issuance, outstanding or outstandingheld by the Company in its treasury. There are no outstanding stock appreciation rights or rights As of the date of this Agreement, (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) , there were no outstanding options, stock appreciation rights, “phantom” stock rights, performance awards, units, dividend equivalent awards, rights to receive shares of Company Common Stock on a deferred basis basis, rights to purchase or receive Company Common Stock or other rights that are linked to the value of Company Common Stock (collectively, “Company Stock-Based Awards”) issued or granted under by the Company or any Company Subsidiary to any current or former director, officer, employee or consultant of the Company or any Company Subsidiary. All outstanding shares of Company Common Stock are, and all shares which may be issued pursuant to the Company Stock Plans Options will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or otherwiseissued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the amended and restated certificate of incorporation of the Company, as amended through the date of this Agreement (as so amended, the “Company Charter”), the amended and restated bylaws of the Company, as amended through the date of this Agreement (as so amended, the “Company Bylaws”) or any Contract to which the Company is a party or otherwise bound. During the period from February 28, 2005 to the date of this Agreement, there have been no issuances, reservation for issuance or grants by the Company or any Company Subsidiary of any shares of Company Capital Stock or other voting securities or equity interests of the Company or any Company Subsidiary (other than issuances or grants of shares of Company Common Stock pursuant to the exercise of Company Stock Options outstanding on such date as required by their terms as in effect on the date of this Agreement). (c) There are not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote on any matters on which holders of capital stock or other equity interests of the Company or any Company Subsidiary may vote (“Voting Company Debt”). (d) Except as set forth above in this Section 4.01(c3.03, as of the date of this Agreement, there are (i) no options, warrants, calls, rights, convertible or exchangeable securities, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (A) shares of capital stock or other voting securities or equity interests of, or any security convertible or exercisable for or exchangeable into any capital stock or other voting securities or equity interests of, the Company or any Company Subsidiary or (B) any Voting Company Debt and (ii) no other rights the value of which is in any way based on or derived from, or that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of, capital stock or other voting securities or equity interests of the Company or any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary or any such security. (e) Neither the Company nor any Company Subsidiary is a party to any voting agreement with respect to the voting of any such securities. (f) As of the date of this Agreement, (i) the only outstanding indebtedness for borrowed money (other than indebtedness incurred in the ordinary course of business not in excess, individually or in the aggregate, of $25,000,000) of the Company Disclosure Schedule sets forth a complete and correct listthe Company Subsidiaries is $524,947,000 in aggregate principal amount of loans under the Amended and Restated Credit Agreement dated as of August 13, 2001, and amended and restated as of July 2, 2002, as amended as of January 31November 19, 19972003 (the “Company Credit Agreement”), among the Company, the lending institutions party thereto, Deutsche Bank Securities, Inc. and L▇▇▇▇▇ Brothers, Inc., as co-lead arrangers, Deutsche Bank Trust Company Americas, as Administrative Agent, L▇▇▇▇▇ Commercial Paper, Inc., as Syndication Agent and Citicorp USA, Inc., The Bank of Nova Scotia and Credit Lyonnais New York Branch, as Documentation Agents, and (ii) there are no guarantees by the Company or any of the holders Company Subsidiaries of all Employee Stock Options, the number indebtedness of shares subject to each such option and the exercise prices thereof. Allthird parties for borrowed money.

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 100,000,000 shares of Company Class A Common Stock, 150,000,000 50,000 shares of Company Class B Common Stock and 100,000,000 Series A Preferred Stock, 650,000 shares of Company Series B Preferred Stock, 24,500 shares of Company Series C Preferred Stock, and 5,000,000 shares of undesignated preferred stock, $.01 par value, of the Company value ("Company Preferred StockCOMPANY UNDESIGNATED PREFERRED STOCK"). At As of the close of business on January 31, 1997, date hereof: (a) (i) 44,957,557 71,010,323 shares of Company Class A Common Stock were are issued and outstanding, ; (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were are held by the Company in its treasury, (v) 5,512,500 treasury and no shares of Company Class A Common Stock are held by subsidiaries of the Company; (iii) 10,669,553 shares of Company Common Stock were reserved for issuance pursuant to any plans, agreements and arrangements providing for equity-based compensation to any director, employee, consultant or independent contractor of the Company s Amended or any of its subsidiaries (collectively, the "COMPANY STOCK PLANS"), of which 7,657,829 shares are subject to outstanding Company Stock Options and/or have been granted in the form of restricted stock or issued upon exercise of options and Restated 1991 (iv) 656,257 warrants to purchase shares of Company Common Stock are issued and outstanding; (b) (i) 50,000 shares of Company Series A Preferred Stock are issued and outstanding, (ii) 650,000 shares of Company Series B Preferred Stock are issued and outstanding, (iii) 22,109 shares of Company Series C Preferred Stock are issued and outstanding, and (iv) warrants to purchase 342 shares of Company Series C Preferred Stock are issued and outstanding; (c) The Company has delivered to Parent a true and complete list, as of the close of business on the date hereof, of all outstanding Company Stock Options, the number of shares subject to each such Company Stock Option, the grant date, exercise price, term and vesting schedule of each such Company Stock Option and Incentive Plan and the names of the holders thereof. (d) Except as set forth on Section 3.3 of the Company s Amended Disclosure Schedule, all outstanding shares of capital stock of the Company have been duly authorized and Restated 1993 Stock Option validly issued and Incentive Plan are fully paid and nonassessable and are not subject to preemptive rights created by statute, the Company's Certificate of Incorporation (the "Company Stock PlansCOMPANY CERTIFICATE OF INCORPORATION") and (vi) 51,407,868 shares of or any agreement to which the Company Class A Common Stock were reserved for issuance upon conversion of is a party or by which the Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporationmay be bound. Except as set forth abovein this Section and except for changes since the date of this Agreement resulting from the exercise of Company Stock Options outstanding on such date, at the close of business on January 31, 1997, there are outstanding (i) no shares of capital stock or other voting securities of the Company were issuedCompany, reserved for issuance or outstanding. There are (ii) no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c) securities of the Company Disclosure Schedule sets forth a complete and correct list, as convertible into or exchangeable for shares of January 31, 1997, capital stock or voting securities of the holders Company, and (iii) no options or other rights to acquire from the Company, and no obligation of all Employee Stock Optionsthe Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock of the number of shares subject to each such option and the exercise prices thereof. AllCompany.

Capital Structure. (i) The authorized capital stock of the Company consists of 300,000,000 100,000,000 Company Shares, of which 40,646,001 Company Shares were issued and outstanding as of July 7, 2011, and 5,000,000 shares of Company Class A Common Preferred Stock, 150,000,000 shares no par value per share (the “Company Preferred Shares”), none of Company Class B Common Stock and 100,000,000 shares which were outstanding as of preferred stock, $.01 par value, the date of this Agreement. Other than as set forth in Section 5.1(b) of the Company ("Company Preferred Stock"). At the close of business on January 31Disclosure Letter, 1997, (i) 44,957,557 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held in treasury by the Company in or its treasury, (v) 5,512,500 shares Subsidiaries. All of the outstanding Company Class A Common Stock were Shares have been duly authorized and validly issued and are fully paid and nonassessable. The Company has no Company Shares or Company Preferred Shares reserved for issuance issuance, except that as of July 7, 2011, there were an aggregate of 21,700,000 Company Shares reserved for issuance, of which 3,905,925 Company Shares were subject to outstanding awards pursuant to the Company s Amended Stock Plans, of which 2,838,776 Company Shares were subject to outstanding options, 1,045,751 Company Shares were issued in the form of restricted stock (“Company Restricted Shares”) and Restated 1991 28,194 Company Shares were subject to outstanding rights to receive Company Shares, the value of which is determined by reference to Company Shares (each a “Common Stock Option and Incentive Plan Unit”). From July 7, 2011 to the date of this Agreement, the Company has not issued any Company Shares except pursuant to the exercise of Company Options, Company Restricted Shares and the settlement of Common Stock Units outstanding on July 7, 2011 in accordance with their terms and since July 7, 2011, the Company s Amended has not issued any Company Options, Company Restricted Shares or Common Stock Units. All outstanding compensatory grants of Company Shares and Restated 1993 Common Stock Option and Incentive Plan (Units were made under the "Company Stock Plans") and (vi) 51,407,868 shares . Upon any issuance of Company Class A Shares pursuant to any Company Options or Common Stock were reserved for issuance upon conversion Units, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporationany lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth abovein this Section 5.1(b), at there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the close Company or any of business on January 31its Subsidiaries to issue, 1997redeem, no purchase or sell any shares of capital stock or other voting securities of the Company were issuedor any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, reserved or giving any Person a right to subscribe for issuance or acquire, any securities or other equity interest or voting interest of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. There The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are no outstanding stock appreciation rights convertible into or rights (other than options exercisable for securities having the right to acquire Company Class A Common Stock granted under vote) with the shareholders of the Company Stock Plans on any matter. ("Employee Stock Options")ii) to receive Each of the outstanding shares of Company Common Stock on a deferred basis granted under capital stock or other securities of each of the Company’s Subsidiaries has been duly authorized and validly issued and is fully paid and nonassessable and owned by the Company Stock Plans or otherwiseby a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Liens. Section 4.01(c5.1(b) of the Company Disclosure Schedule Letter sets forth a complete (x) each of the Company’s Subsidiaries and correct listthe ownership interest of the Company in each such Subsidiary, as well as the ownership interest of January 31, 1997, of the holders of all Employee Stock Options, the number of shares subject to any other Person or Persons in each such option Subsidiary and (y) the exercise prices thereof. AllCompany’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 three hundred million (300,000,000) shares of voting common stock, par value $0.01 per share (the “Company Class A Voting Stock”) and three hundred million (300,000,000) shares of non-voting common stock, par value $0.01 per share (together with the Company Voting Stock, the “Company Common Stock, 150,000,000 shares of Company Class B Common Stock ”) and 100,000,000 one hundred million (100,000,000) shares of preferred stock, par value $.01 par value, of 0.01 per share (the Company ("“Company Preferred Stock"”). At the close of business on January 31October 16, 1997, 2009: (i) 44,957,557 36,717,995 shares of Company Class A Common Stock were issued and outstandingoutstanding (which number includes 32,543,337 shares of Company Voting Stock, 4,174,658 shares of non-voting Company Common Stock and 0 shares of Company Common Stock held by the Company in its treasury; (ii) 51,407,868 shares of 3,813,563 Company Class B Common Stock Options were issued and outstanding, 289,000 Company SARs were issued and outstanding, and 133,906 Company RSUs were issued and outstanding; and (iii) no shares of Company Common Stock were owned by Subsidiaries of the Company. At the close of business on October 16, 2009, no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31, 1997, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are no Each outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares share of Company Common Stock on a deferred basis granted under the Company Stock Plans is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights or otherwise. similar rights and issued in compliance with applicable state and federal securities Laws. (b) Section 4.01(c4.3(b) of the Company Disclosure Schedule sets forth a true, complete and correct list, as of January 31, 1997the date of this Agreement, of the holders record owners of all Employee Stock the shares of the (i) Company Common Stock, (ii) Company Options, (iii) Company SARs and (iv) Company RSUs, in each case, indicating the number of such shares subject to or units held of record by each such option Person and, as applicable, the exercise price, conversion rate or price and vesting details of such shares or units. After the Effective Time, no Company Options or Company SARs will be outstanding and all payments (if any) payable pursuant to (x) Section 3.5 in respect of the Company Options and the exercise prices thereofCompany SARs and (y) Section 3.6 in respect of the Company RSUs will, in each case, have been accrued on the Company Closing Balance Sheet. (c) Except for the Company Warrants, there are not issued, reserved for issuance or outstanding (i) any securities of the Company convertible into or exchangeable or exercisable for shares of Company Common Stock or other voting securities or equity interests of the Company or (ii) any warrants, restricted stock units, calls, options or other rights to acquire from the Company, and no obligation of the Company to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for Company Common Stock or voting securities of the Company. AllExcept for the Company Warrants, there are not any outstanding obligations of the Company to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. The Company is not a party to any voting Contract with respect to the voting of any such securities. (d) There are no bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Company Stockholders may vote. (e) Each of the Former Warrant Holders is also a Company Stockholder. The Warrant Termination Agreement provides that no Former Warrant Holder may transfer, sell or otherwise dispose of its rights thereunder.

Capital Structure. (a) The authorized capital stock of the Company Cedar consists of 300,000,000 350,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Cedar Common Stock and 100,000,000 2,000,000 shares of preferred stock, par value $.01 par value25.00 per share (the “Cedar Preferred Stock” and, together with the Cedar Common Stock, the “Cedar Capital Stock”), of which 20,000 shares have been designated as Series H Preferred Stock (the Company “Cedar Series H Shares”), 325,000 shares have been designated as 5% Cumulative Convertible Series L Preferred Stock ("Company Preferred Stock"the “Cedar Series L Shares”), and 1,000,000 shares have been designated as Series BB Participating Cumulative Preference Stock (the “Cedar Series BB Shares”). At the close of business on January 31October 23, 19972008, (i) 44,957,557 100,130,027 shares of Company Class A Cedar Common Stock were issued and outstanding, of which 1,292,232 were Cedar Restricted Shares, (ii) 51,407,868 no shares of Company Class B Common Stock Cedar Series H Shares were issued and outstanding, 9,434 shares of Cedar Series L Shares were issued and outstanding and no shares of Cedar Series BB Shares were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Cedar Common Stock were held by the Company Cedar in its treasury, (iv) 5,512,065 shares of Cedar Common Stock were reserved and available for issuance pursuant to the Cedar Stock Plans, of which 3,544,927 shares were issuable upon exercise of outstanding Cedar Stock Options, (v) 5,512,500 12,864 shares of Company Class A Cedar Common Stock were reserved for issuance upon conversion of the Cedar Series L Shares, (vi) 4,378,707 shares of Cedar Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Cedar 2001 Employee Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Purchase Plan (the "Company Stock Plans") “Cedar ESPP”), and (vivii) 51,407,868 231,923 shares of Company Class A Cedar Common Stock were reserved for issuance upon conversion pursuant to the Cedar Automatic Dividend Reinvestment and Stock Repurchase Service (the “Cedar DRIP”). At the close of Company Class B business on March 10, 2008, 4,487,700 shares of Cedar Common Stock in accordance with were entitled to ten votes per share pursuant to the terms of the Company's Restated Certificate of IncorporationCedar Articles (“Cedar High Vote Stock”). Except as set forth abovein this Section 3.03(a), at the close of business on January 31October 23, 19972008, no shares of capital stock or other voting securities of the Company of, or other equity interests in, Cedar were issued, reserved for issuance or outstanding. From the close of business on October 23, 2008 to the date of this Agreement, there have been no issuances by Cedar of shares of capital stock or voting securities of, or other equity interests in, Cedar other than the issuance of Cedar Common Stock upon the exercise of Cedar Stock Options outstanding at the close of business on October 23, 2008, issuances pursuant to rights under the Cedar ESPP, Cedar DRIP or Cedar 401(k) plans, in each case in accordance with their terms in effect as of October 23, 2008. (b) All outstanding shares of Cedar Capital Stock are, and, at the time of issuance, all such shares that may be issued upon the exercise of Cedar Stock Options or pursuant to the Cedar Stock Plans or the Cedar ESPP will be, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Louisiana Business Corporation Law (the “LBCL”), the Cedar Articles, the Cedar By-laws or any Contract to which Cedar is a party or otherwise bound. The shares of Cedar Common Stock constituting the Merger Consideration will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the LBCL, the Cedar Articles, the Cedar By-laws or any Contract to which Cedar is a party or otherwise bound. Except as set forth above in this Section 3.03 or pursuant to the terms of this Agreement, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of Cedar or any Cedar Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of Cedar or any Cedar Subsidiary or any securities of Cedar or any Cedar Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, Cedar or any Cedar Subsidiary, (y) any warrants, calls, options or other rights to acquire from Cedar or any Cedar Subsidiary, or any other obligation of Cedar or any Cedar Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, Cedar or any Cedar Subsidiary, or (z) any rights issued by or other obligations of Cedar or any Cedar Subsidiary that are linked in any way to the price of any class of Cedar Capital Stock or any shares of capital stock of any Cedar Subsidiary, the value of Cedar, any Cedar Subsidiary or any part of Cedar or any Cedar Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of Cedar or any Cedar Subsidiary. Except for acquisitions, or deemed acquisitions, of Cedar Common Stock or other equity securities of Cedar in connection with (i) the payment of the exercise price of Cedar Stock Options with Cedar Common Stock (including but not limited to in connection with “net exercises”), (ii) required tax withholding in connection with the exercise of Cedar Stock Options and vesting of Cedar Restricted Shares and (iii) forfeitures of Cedar Stock Options and Cedar Restricted Shares, there are not any outstanding obligations of Cedar or any of the Cedar Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of Cedar or any Cedar Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. With respect to Cedar Stock Options, (i) each grant of a Cedar Stock Option was duly authorized no later than the date on which the grant of such Cedar Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Cedar Board (or a duly constituted and authorized committee thereof), and (ii) the per share exercise price of each Cedar Stock Option was at least equal to the fair market value of a share of Cedar Common Stock on the applicable Grant Date. There are no outstanding stock appreciation rights bonds, debentures, notes or rights other Indebtedness of Cedar having the right to vote (other than options or convertible into, or exchangeable for, securities having the right to acquire Company Class A Common Stock granted under the Company Stock Plans vote) on any matters on which shareholders of Cedar may vote ("Employee Stock Options"“Cedar Voting Debt”)) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c) Neither Cedar nor any of the Company Disclosure Schedule sets forth Cedar Subsidiaries is a complete and correct listparty to any voting agreement with respect to the voting of any capital stock or voting securities of, as of January 31or other equity interests in, 1997Cedar. Except for this Agreement, neither Cedar nor any of the holders Cedar Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of all Employee Stock Options, Cedar or any of the number of shares subject to each such option and the exercise prices thereof. AllCedar Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 250,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 10,000,000 shares of preferred stock, par value $.01 par value0.001 per share, 44,248 shares of the Company ("Company which are designated as shares of Series A-1 Preferred Stock"), 44,248 shares of which are designated as shares of Series A-2 Preferred Stock, 4,868 shares of which are designated as shares of Series B-1 Preferred Stock, and 4,868 shares of which are designated as shares of Series B-2 Preferred Stock. At As of the close of business on January 31December 8, 1997, (i) 44,957,557 2006: 62,212,369 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 23,441 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Series A-1 Preferred Stock were issued and outstanding, (iv) 300,300 44,242 shares of Series A-2 Preferred Stock were issued and outstanding, 4,835 shares of Series B-1 Preferred Stock were issued and outstanding, and 4,862 shares of Series B-2 Preferred Stock were issued and outstanding. There are no shares of Company Class A Common Stock capital stock were held by the Company in its treasury, (v) 5,512,500 treasury and no shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms capital stock are owned or held by any Subsidiary of the Company's Restated Certificate . All of Incorporation. Except as set forth above, at the close of business on January 31, 1997, no outstanding shares of capital stock or other voting securities of the Company were are duly authorized and validly issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights or rights fully paid and nonassessable and not subject to any preemptive rights. (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")b) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c3.2(b) of the Company Disclosure Schedule sets forth a complete and correct accurate list, as of January 31the close of business on December 8, 19972006 of: (i) the number of shares of Company Common Stock subject to outstanding options under each Company Stock Plan and the number of shares of Company Common Stock available for grant under each Company Stock Plan; and (ii) all outstanding options to acquire shares of Company Common Stock (“Company Stock Options”), indicating with respect to each such Company Stock Option the name of the holders holder thereof and whether such holder is an employee of all Employee the Company or any of its Subsidiaries, the Company Stock OptionsPlan under which it was granted and whether such Company Stock Option is an “incentive stock option” (as defined in Section 422 of the Code) or a non-qualified stock option, the number of shares of Company Common Stock subject to such Company Stock Option, the exercise price and the date of grant thereof, the applicable vesting schedule of such Company Stock Option and the extent to which such Company Stock Option was vested and exercisable as of December 8, 2006, whether such Company Stock Option was granted with a per share exercise price lower than the fair market value of one share of Company Common Stock on the date of grant as determined in good faith by the Administrator of the Company Stock Plan (as defined in each such option plan), and the exercise prices thereofexpiration date of such Company Stock Option. AllAs of the close of business on December 8, 2006, approximately 63,000 shares of Company Common Stock were issuable pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”). For purposes of this Agreement, “Company Stock Plans” means the Company’s 1996 Stock Option Plan, the Company’s 2000 Stock Option Plan, the Company’s 2005 Stock Option Plan and the Company’s 2000 Directors’ Stock Option Plan, and all sub-plans relating thereto, taken together.

Capital Structure. (i) The authorized capital stock of the Company consists of 300,000,000 100,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 10,000,000 shares of preferred stock, par value $.01 par value, of the Company 0.001 per share ("Company Preferred Stock"). , of which 1,000,000 shares of Company Preferred Stock were designated by the Board of Directors of the Company as Series A Junior Participating Preferred Stock and are issuable upon exercise of the rights (the "Company Rights") under the Rights Agreement dated as of October 5, 2001, between the Company and Mellon Investor Services LLC, as rights agent (the "Rights Agreement"). (ii) At the close of business on January 31May 27, 19972008, (iA) 44,957,557 42,656,290 shares of Company Class A Common Stock were issued and outstanding, (iiB) 51,407,868 118,916 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (vC) 5,512,500 8,433,753 shares of Company Class A Common Stock were reserved and available for issuance pursuant to the Company s Amended and Restated 1991 2006 Equity Incentive Plan of the Company, the 1996 Stock Option and Incentive Plan of the Company and the Company s Amended and Restated 1993 2000 Non-Employee Director Stock Option and Incentive Plan of the Company (such plans, together with the 2000 Employee Stock Purchase Plan of the Company (the "Purchase Plan"), the "Company Stock Plans") and (vi) 51,407,868 ), of which 3,888,806 shares of Company Class A Common Stock were subject to outstanding options (other than rights under the Purchase Plan) to acquire shares of Company Common Stock from the Company (such options, together with any other options to acquire shares of Company Common Stock from the Company granted after May 27, 2008 under the Company Stock Plans or otherwise, the "Company Stock Options") and 469,505 shares of Company Common Stock were subject to outstanding restricted stock units with respect to Company Common Stock (such restricted stock units, together with any other restricted stock units with respect to Company Common Stock granted after May 27, 2008 under the Company Stock Plans or otherwise, the "Company RSUs"), (D) 178,638 shares of Company Common Stock were reserved and available for issuance upon conversion pursuant to the Purchase Plan, (E) 6,109,517 shares of Company Class B Common Stock in accordance with (such shares, the "CEFF Shares") were reserved and available for issuance pursuant to the terms of that certain Common Stock Purchase Agreement, dated as of July 19, 2006, by and between the Company's Restated Certificate Company and Kingsbridge Capital Limited ("Kingsbridge"), (F) 285,000 shares of Incorporation. Except Company Common Stock were subject to an outstanding warrant issued to Kingsbridge with an exercise price of $4.94 per share (the "Company Warrant") and (G) no shares of Company Preferred Stock were issued or outstanding or were held by the Company as set forth above, at treasury shares. (iii) Since the close of business on January 31May 27, 19972008, (A) there have been no issuances by the Company of shares of capital stock or other voting securities or equity interests of the Company, other than issuances of shares of Company Common Stock pursuant to the exercise of Company Stock Options, the Company Warrant and rights under the Purchase Plan and the settlement of Company RSUs, in each case outstanding as of the close of business on May 27, 2008, and only if and to the extent required by their terms as in effect on such date, and (B) there have been no issuances by the Company of securities convertible into, or exchangeable or exercisable for, or options, warrants or other rights to acquire, or shares of deferred stock, restricted stock units, stock-based performance units, stock appreciation rights or "phantom" stock awards with respect to, any such stock, interests or securities, or other rights that are linked to the value of Company Common Stock or the value of the Company were issuedor any part thereof, reserved for issuance or outstanding. other than rights under the Purchase Plan. (iv) There are no outstanding stock appreciation rights or rights (other than options to acquire shares of Company Class A Common Stock or Company Preferred Stock subject to vesting or restrictions on transfer imposed by the Company. All outstanding Company Stock Options and Company RSUs have been granted under the Company Stock Plans ("Employee Plans. Other than the Company Stock Options")) Plans, there is no plan, contract, agreement or arrangement providing for the grant of options to receive acquire shares of Company Common Stock on a deferred basis granted under by the Company Stock Plans or otherwiseany of its Subsidiaries. Section 4.01(c4.01(c)(iv) of the Company Disclosure Schedule sets forth a complete and correct accurate list, as of January 31May 27, 19972008, of the holders of (A) all Employee outstanding Company Stock Options, the number of shares of Company Common Stock subject to each such option Company Stock Option, the grant date, expiration date, exercise price per share and vesting schedule thereof and the name of the holder thereof and an indication of whether or not such holder is a current employee of the Company or any of its Subsidiaries and whether or not such Company Stock Option is intended to qualify as an incentive stock option under Section 422 of the Code and (B) all shares of Company Common Stock that are subject to outstanding Company RSUs, the grant date and vesting schedule of each Company RSU and name of the holder thereof and an indication of whether or not such holder is a current employee of the Company or any of its Subsidiaries. All Company Stock Options and Company RSUs are evidenced by stock option agreements, restricted stock unit agreements or other award agreements, in each case substantially in the forms made available to Parent or as filed as exhibits to the Filed Company SEC Documents, except that the forms of such agreements differ with respect to the number of Company Stock Options, Company RSUs or shares covered thereby, the exercise price (if applicable), vesting schedule and expiration date applicable thereto and other similar terms, provided that no stock option agreement, restricted stock unit agreement or other award agreement contains terms that are inconsistent in any material respect with, or material terms in addition to, such forms. (v) With respect to the Company Stock Options, (A) each Company Stock Option intended to qualify as an "incentive stock option" under Section 422 of the Code so qualifies, (B) each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the "Grant Date") by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (C) each such grant was made in accordance with the terms of the applicable Company Stock Plan, the Exchange Act and all other applicable Laws, including the rules of The NASDAQ Stock Market LLC ("NASDAQ"), (D) the per share exercise price of each Company Stock Option was equal to the fair market value (as defined in the Company Stock Plans) of a share of Company Common Stock on the applicable Grant Date and (E) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company SEC Documents in accordance with the Exchange Act and all other applicable Laws. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, Company Stock Options prior to, or otherwise knowingly coordinate the grant of Company Stock Options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects. (vi) As of the close of business on May 27, 2008, there were outstanding Company Stock Options to purchase 1,343,561 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise price of such Company Stock Options was equal to $3.76 per share. As of the close of business on May 27, 2008, (A) 102,203 shares of Company Common Stock were subject to outstanding rights under the Purchase Plan based on payroll information for the period ended May 15, 2008 (assuming the fair market value per share of Company Common Stock determined in accordance with the terms of the Purchase Plan on the last day of the offering period in effect under the Purchase Plan on the date hereof will be equal to the Merger Consideration and that payroll deductions continue at the current rate through September 30, 2008) (the "Current ESPP Shares") and (B) up to a maximum of 76,435 shares of Company Common Stock in addition to the Current ESPP Shares (the "Additional ESPP Shares") could be subject to outstanding rights under the Purchase Plan based on payroll information for the period ended May 15, 2008 (assuming the fair market value per share of Company Common Stock determined in accordance with the terms of the Purchase Plan on the last day of the offering period in effect under the Purchase Plan on the date hereof will be equal to the Merger Consideration and that payroll deductions increase as permitted by the terms of the Purchase Plan through September 30, 2008), resulting in a potential increase in the aggregate Merger Consideration payable for the Additional ESPP Shares of up to approximately $320,000 after giving effect to the purchase price per share of the Additional ESPP Shares. Each Company Stock Option and each Company RSU may, by its terms, be treated at the Effective Time as set forth in Section 6.04(a)(i) or 6.04(a)(ii), as applicable, and all rights to purchase shares of Company Common Stock under the Purchase Plan may, by their terms, be treated in accordance with Section 6.04(a)(iii). No holder of a Company Stock Option or Company RSU or right to purchase shares of Company Common Stock under the Purchase Plan is entitled to any treatment of such Company Stock Option or Company RSU or right to purchase shares of Company Common Stock under the Purchase Plan other than as provided in Section 6.04(a), and after the Closing no holder of a Company Stock Option or Company RSU (or former such holder) shall have the right to acquire any capital stock of the Company or any other equity interest therein. (vii) All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company Warrant, Company Stock Options or the Company RSUs or rights under the Purchase Plan will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. AllThere are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company are entitled to vote. Except as set forth above in this Section 4.01(c) and for shares of Company Common Stock issued or to be issued upon the exercise or settlement of Company Stock Options, Company RSUs and the Company Warrant and included in clauses (C) and (F), as applicable, of Section 4.01(c)(ii), as of May 27, 2008, (A) there were not issued, reserved for issuance or outstanding (1) any shares of capital stock or other voting securities or equity interests of the Company or any of its Subsidiaries, (2) any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or any of its Subsidiaries, (3) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any of its Subsidiaries or (4) any shares of deferred stock, restricted stock units, stock-based performance units, stock appreciation rights or "phantom" stock awards with respect to any capital stock of the Company or any of its Subsidiaries, or other rights that are linked to the value of the Company Common Stock or the value of the Company or any part thereof and (B) there were not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting or other agreement with respect to the voting of any such securities and, to the knowledge of the Company, as of the date hereof, there are no irrevocable proxies and no voting agreements, other than those contemplated by the Transaction Agreements, with respect to any such securities.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 175,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 5,000,000 shares of preferred stock, $.01 par value, of the Company ("Company Preferred Stock", par value $0.001 per share (the “Preferred Stock”). . (b) At the close of business on January 31November 8, 19972013, (i) 44,957,557 65,967,198 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 16,042,202 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (viii) 5,512,500 10,864,323 shares of Company Class A Common Stock were reserved for issuance upon conversion of the Company’s 2.0% Senior Convertible Notes due 2017 (the “Convertible Notes”), (iv) no shares of Preferred Stock were issued or outstanding, (v) 10,864,323 shares of Company Common Stock were reserved for issuance upon the exercise of the Call-Spread Warrants and (vi) 20,350,000 shares of Company Common Stock were reserved for issuance pursuant to the Company s Company’s Amended and Restated 1991 Stock Option and 2005 Equity Incentive Plan, the Company’s 2001 Equity Incentive Plan and the Company s Company’s Amended and Restated 1993 1995 Stock Option and Incentive Restricted Share Plan (such plans, together with the Company’s Amended and Restated 2000 Employee Stock Purchase Plan (the "“Purchase Plan”), the “Company Stock Plans") and (vi) 51,407,868 ”), of which 10,046,890 shares of Company Class A Common Stock were reserved for subject to outstanding options (other than purchase rights under the Purchase Plan) to acquire shares of Company Common Stock from the Company (the “Company Stock Options”), 35,667 shares of Company Common Stock were subject to issuance upon conversion settlement of outstanding restricted share units (the “Company RSUs”) and 612,250 shares of Company Class B Common Stock in accordance with were subject to issuance upon settlement of outstanding performance share units (the terms “Company PSUs”), assuming achievement of the Company's Restated Certificate target level of Incorporationperformance at the end of the applicable performance period. Except as As of the date of this Agreement, before giving effect to any “make-whole” adjustments set forth abovetherein, at the conversion ratio of the Convertible Notes is 52.9998 shares of Company Common Stock per $1,000 aggregate principal amount. As of the close of business on January 31November 8, 19972013, the Company held Company Hedge Options entitling the Company to receive up to 10,864,323 shares of Company Common Stock upon exercise of the Company Hedge Options, subject to adjustments, pursuant to the terms thereof. Prior to the date hereof, the Company has provided Parent with a complete and correct list of (A) each outstanding Company Stock Option, including the holder, date of grant, exercise price, vesting schedule and number of shares of Company Common Stock subject thereto and (B) each outstanding Company RSU and Company PSU, including the holder, date of grant, vesting schedule and number of shares of Company Common Stock thereof (for each Company PSU, assuming achievement of the target level of performance). (c) Since the close of business on November 8, 2013 until the date of this Agreement, (i) there have been no issuances by the Company of shares of capital stock or other voting securities or equity interests of the Company, other than issuances of shares of Company Common Stock pursuant to the exercise of Company Stock Options, Company RSUs, Company PSUs and purchase rights under the Purchase Plan, in each case outstanding as of the close of business on November 8, 2013 and (ii) there have been no issuances by the Company of securities convertible into, or exchangeable or exercisable for, or options, warrants or other rights to acquire, or shares of deferred stock, restricted stock units, stock-based performance units, stock appreciation rights or “phantom” stock awards with respect to, any such stock, interests or securities, or derivative securities or other rights that are linked to the value of Company Common Stock or the value of the Company were or any part thereof, other than purchase rights under the Purchase Plan. (d) All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Convertible Notes, Company Stock Options, Company RSUs, Company PSUs, purchase rights under the Purchase Plan, Call-Spread Warrants or otherwise will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or, except for the Convertible Notes, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above in this Section 4.3 and for changes since the close of business on November 8, 2013 resulting from the exercise or settlement of Company Stock Options, Company RSUs, Company PSUs and purchase rights under the Purchase Plan outstanding on such date, (i) there are no issued, reserved for issuance or outstanding. There are outstanding (A) shares of capital stock or other voting securities or equity interests of the Company or any of its Subsidiaries, (B) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or any of its Subsidiaries, (C) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no outstanding obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any of its Subsidiaries or (D) shares of deferred stock, restricted stock units, equity-based performance units, stock appreciation rights or rights (other than options “phantom” stock awards with respect to acquire Company Class A Common Stock granted under any capital stock of the Company Stock Plans or any of its Subsidiaries, or derivative securities or other rights that are directly or indirectly linked to the value of the Company Common Stock, or the value of the Company, any of its Subsidiaries or any assets or securities thereof and ("Employee ii) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities (except pursuant to the forfeiture of Company Stock Options")) to receive , Company RSUs or Company PSUs or the acquisition by the Company of shares of Company Common Stock on in settlement of the exercise price of a deferred basis granted under the Company Stock Plans Option or otherwise. Section 4.01(cthe Tax withholding obligations of holders of Company Stock Options, Company PSUs or Company RSUs, in each case in accordance with their terms as in effect on the date of this Agreement). (e) None of the Company Disclosure Schedule sets forth a complete and correct list, as of January 31, 1997, Common Stock is owned by any Subsidiary of the holders of all Employee Stock Options, the number of shares subject to each such option and the exercise prices thereof. AllCompany.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 100,000,000 shares of Company Class A Common Stock, 150,000,000 par value $.001 per share, and 10,000,000 shares of Company Class B Common Stock and 100,000,000 shares of preferred stock, $.01 par value, of the Company ("Company Preferred Stock"), par value $.001 per share. At As of the close of business on January 31June 7, 19972001, there were: (i) 44,957,557 40,048,880 shares of Company Class A Common Stock were issued and outstanding, ; (ii) 51,407,868 9,886 shares of Company Class B Common Stock were held in the treasury of the Company and no shares of Company Common Stock held by Subsidiaries of the Company; (iii) 10,644,566 shares of Company Common Stock reserved for issuance upon exercise of Company Stock Options available for grant pursuant to the Company Stock Plans; (iv) 5,260,447 shares of Company Common Stock issuable upon exercise of awarded but unexercised Company Stock Options, with an exercise price per each awarded but unexercised Company Stock Option as set forth in the Company Disclosure Schedule; (v) 289,532 shares of Company Common Stock reserved for issuance pursuant to the Company's Employee Stock Purchase Plan (the "Stock Purchase Plan"); (vi) 1,899,234 shares of Company Common Stock issuable upon exercise of Company Warrants then outstanding and with an exercise price for each such Company Warrant as is set forth in the Company Disclosure Schedule; (vii) 3,682,720 shares of Company Common Stock issuable upon conversion of the Convertible Notes (for which Convertible Notes the conversion price under the Convertible Notes Indenture is $7.06); (viii) no shares of Preferred Stock issued and outstanding, ; (iiiix) 500,000 shares of Series A Junior Participating Preferred Stock reserved for issuance pursuant to the Rights Agreement; and (x) no shares of Company Preferred Stock in the treasury of the Company. Except as set forth above, as of June 7, 2001, there were issued and outstanding, (iv) 300,300 no shares of Company Class A Common Stock were held by capital stock or other equity securities of the Company in its treasuryissued, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance or outstanding. (b) All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan Plans and the Company s Amended Warrants will be, when issued and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and (vi) 51,407,868 shares of Company Class A Common Stock were reserved paid for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company Warrants and the Company Stock Plans, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. All securities issued by the Company were issued in compliance in all material respects with all applicable federal and state securities laws and all applicable rules and regulations promulgated thereunder. No shares of capital stock of the Company are owned by any Subsidiary of the Company. (c) Except as set forth in Section 2.03(a), there is no outstanding Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote (collectively, "Voting Debt"). As used herein, "Indebtedness" means, with respect to any Person, without duplication, (i) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind to such Person, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (iv) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding obligations of such Person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such Person's Restated Certificate business), (v) all capitalized lease obligations of Incorporationsuch Person, (vi) all obligations of others secured by any Lien on property or assets (excluding encumbrances in the form of restrictions on use of Intellectual Property contained in license agreements or scientific collaboration agreements) owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (vii) all obligations of such Person under interest rate or currency hedging transactions (valued at the termination value thereof), (viii) all letters of credit issued for the account of such Person and (ix) all guarantees and arrangements having the economic effect of a guarantee of such Person of any Indebtedness of any other Person. Except as set forth abovein Section 2.03(a), at there are no options, warrants or other rights, agreements, arrangements or commitments of any character binding on the close Company or any of business on January 31its Subsidiaries relating to the issued or unissued Equity Interests of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, 1997sell, repurchase, redeem or otherwise acquire or make any payment with respect to any Equity Interests of the Company or any of its Subsidiaries or any Minority Interests held by the Company or any of its Subsidiaries. To the Knowledge of the Company as of the date hereof, there are no irrevocable proxies with respect to shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstandingany of its Subsidiaries. There are no outstanding stock appreciation rights agreements or rights (other than options arrangements pursuant to acquire Company Class A Common Stock granted under which the Company Stock Plans ("Employee Stock Options")) is or could be required to receive register shares of Company Common Stock on a deferred basis granted or other securities under the Company Stock Plans or otherwise. Section 4.01(c) Securities Act of the Company Disclosure Schedule sets forth a complete and correct list1933, as of January 31, 1997, of amended (the holders of all Employee Stock Options, the number of shares subject to each such option and the exercise prices thereof. All"Securities Act").

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 75,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company which 71,000,000 are authorized as Class A Stock and 4,000,0000 are authorized as Class B Common Stock Stock, and 100,000,000 5,000,000 shares of preferred stock, par value $.01 par value, of 0.001 per share (the Company ("“Company Preferred Stock"”). At the close of business on January 31June 25, 19972021 (the “Measurement Date”), (i) 44,957,557 17,662,016 shares of Company Class A Common Stock and 3,344,775 shares of Class B Common Stock, respectively, were issued and outstanding, (ii) 51,407,868 622,584 shares of Company Class B Common Stock were issued and outstandingsubject to Company SARs (assuming a fair market value per share of Company Common Stock of $87.50), (iii) no 544,605 shares of Company Preferred Common Stock were issued and outstandingsubject to Company RSUs, (iv) 300,300 234,301 shares of Company Class A Common Stock were subject to Company PSUs (at “maximum” level of performance for PSUs granted in 2019 and 2021, and at actual performance for PSUs granted in 2020 for which performance has already been achieved), (v) 192,605 shares of Company Common Stock were held by the Company in its treasury, (vvi) 5,512,500 2,381,264 additional shares of Company Class A Common Stock were reserved and available for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") , and (vivii) 51,407,868 no shares of Company Class A Common Preferred Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporationissued and outstanding. Except as set forth above, at the close of business on January 31, 1997the Measurement Date, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are From the Measurement Date to the date of this Agreement, there have been no outstanding issuances by the Company of shares of capital stock of the Company or options, warrants, calls, puts, convertible or exchangeable securities, subscriptions, phantom stock, stock appreciation rights, stock-based performance units or other rights to acquire shares of capital stock of the Company or other rights (that give the holder thereof any economic interest of a nature accruing to the holders of Company Common Stock, other than options the rights under the Company Stock Plans and any related award agreements. The Company has provided to acquire Parent a complete and accurate list of each outstanding Company Class A Common Stock equity award granted under the Company Stock Plans outstanding as of the Measurement Date and: ("Employee Stock Options")i) to receive the name of the holder of such Company Equity Award, (ii) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, (iii) if applicable, the exercise price, purchase price, or similar pricing of such Company Equity Award, (iv) the date on which such Company equity award was granted or issued, and (v) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the Measurement Date. (b) All outstanding shares of Company Common Stock, and all such shares that may be issued prior to the Effective Time when issued, (i) are or will be, as applicable, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive or similar rights, purchase options, calls or rights of first refusal or similar rights and (ii) issued in compliance in all material respects with applicable securities Laws and other applicable Law and all requirements set forth in applicable Contracts. (c) Except as set forth in Section 4.2(a), as of the date of this Agreement, there are no options, warrants, calls, puts, convertible or exchangeable securities, subscriptions, phantom stock, stock appreciation rights, stock-based performance units or other rights to acquire shares of capital stock of the Company or Contracts to which the Company is a deferred basis party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or any security convertible or exchangeable for any shares of capital stock of the Company, (ii) obligating the Company to issue, grant or enter into, as applicable, any such option, warrant, security, unit, right or Contract or (iii) that give any person the right to receive any economic interest of any nature accruing to the holders of Company Common Stock. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or options, warrants, calls, puts, convertible or exchangeable securities, subscriptions, phantom stock, stock appreciation rights, stock-based performance units or other rights to acquire shares of capital stock of the Company, except for (A) the withholding of shares of Company Common Stock to satisfy Tax obligations with respect to awards granted under pursuant to the Company Stock Plans and (B) in connection with Company SARs, Company RSUs and Company PSUs upon settlement or otherwiseforfeiture of awards or payment of the ▇▇▇▇▇ ▇▇▇▇▇ of Company SARs. Section 4.01(c) Neither the Company nor any Company Subsidiary is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company Disclosure Schedule sets forth a complete and correct listor any of the Company Subsidiaries. Neither the Company nor any Company Subsidiary has outstanding bonds, as of January 31debentures, 1997notes or other similar obligations, of the holders of all Employee Stock Optionswhich have the right to vote (or which are convertible into, exercisable for or exchangeable for securities having the right to vote) with the stockholders of the Company on any matter. (d) All Company SARs, Company RSUs and Company PSUs are evidenced by written award agreements, in each case substantially in the forms that have been made available to Parent, except that such agreements may differ from such forms with respect to the number of Company SARs, Company RSUs and Company PSUs or shares subject to each such option of Company Common Stock covered thereby, the ▇▇▇▇▇ ▇▇▇▇▇ (if applicable), the vesting schedule, the expiration date applicable thereto and the exercise prices thereof. Allother similar terms.

Capital Structure. The authorized capital stock of the Company Decor consists of 300,000,000 20,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Decor Common Stock and 100,000,000 35,000,000 shares of preferred stock, par value $.01 par value, of the Company .0001 per share ("Company Decor Preferred Stock"). , 5,000,000 shares of which have been designated as "Series A Convertible Preferred Stock"; 20,000,000 shares of which have been designated as "Series B Non-Convertible Preferred Stock"; and 1,000,000 shares of which have been designated as "Series C Convertible Preferred Stock" (together with the Series A Convertible Preferred Stock, the "Decor Convertible Securities") At the close of business on January December 31, 1997, 1997 (i) 44,957,557 1,709,176 shares of Company Class A Decor Common Stock were issued and outstanding, ; (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Decor Common Stock were held by Decor in its treasury; (iii) 250,000 shares of Series A Convertible Preferred Stock were issued and outstanding, ; (iv) 300,300 20,000,000 shares of Company Class A Common Series B Non-Convertible Preferred Stock were held by the Company in its treasury, issued and outstanding; (v) 5,512,500 54,934 shares of Company Class A Series C Convertible Preferred Stock were issued and outstanding; (vi) 83,333 shares of Decor Common Stock were reserved for issuance pursuant to the Company s Amended Decor 1996 Stock Plan, complete and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan correct copies of which have been delivered to Interiors (such plans, collectively, the "Company Decor Stock Plans"); (vii) and (vi) 51,407,868 1,500,000 shares of Company Class A Decor Common Stock were reserved for issuance upon conversion the exercise of Company 1,500,000 Class B A Warrants ; (viii) 250,000 shares of Decor Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31, 1997, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights or rights upon the conversion of 250,000 shares of Series A Convertible Preferred Stock ; (other than options to acquire Company Class A ix) 54,934 shares of Decor Common Stock granted under were reserved for issuance upon the Company Stock Plans ("Employee Stock Options")) to receive conversion of 54,934 shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwiseSeries C Convertible Preferred Stock. Section 4.01(c3.1(c) of the Company Decor Disclosure Schedule sets forth a complete and correct list, as of January March 31, 19971998, of the holders number of shares of Decor Common Stock subject to employee stock options or other rights to purchase or receive Decor Common Stock granted under the Decor Stock Plans (collectively, "Decor Employee Stock Options"), the dates of grant and exercise prices thereof. All outstanding shares of capital stock of Decor are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth in this Section 3.1(c), Section 3.1(c) of the Decor Disclosure Schedule and except for changes since March 31, 1998 resulting from the issuance of shares of Decor Common Stock pursuant to the Decor Employee Stock Options, the number Decor Convertible Securities or as permitted by Section 4.1(a)(i)(y) and 4.1(a)(ii), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of Decor, (B) any securities of Decor or any Decor subsidiary convertible into or exchangeable or exercisable for shares subject of capital stock or voting securities of Decor, (C) any warrants, calls, options or other rights to each acquire from Decor or any Decor subsidiary, and any obligation of Decor or any Decor subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Decor, and (y) there are no outstanding obligations of Decor or any Decor subsidiary to repurchase, redeem or otherwise acquire any such option securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. There are no outstanding (A) securities of Decor or any Decor subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any Decor subsidiary, (B) warrants, calls, options or other rights to acquire from Decor or any Decor subsidiary, and any obligation of Decor or any Decor subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Decor subsidiary or (C) obligations of Decor or any Decor subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of Decor subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither Decor nor any Decor subsidiary is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or, except as provided by the terms of the Decor Employee Stock Options and the exercise prices thereofDecor Convertible Securities, antidilutive rights with respect to, any securities of the type referred to in the two preceding sentences. AllOther than the Decor subsidiaries and the shares of capital stock of Interiors held by Decor, Decor does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity except for non-controlling investments made in the ordinary course of business in entities which are not individually or in the aggregate material to Decor and its subsidiaries as a whole.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 300,000,000 50,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 1,000,000 shares of preferred stock, par value $.01 par value, 0.01 per share (the “Preferred Shares”). All of the outstanding shares of Company ("Company Preferred Stock")Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. At the close of business on January 31April 5, 19972005, (i) 44,957,557 18,500,527 shares of Company Class A Common Stock and no Preferred Shares were issued and outstanding. The Company has no shares of Company Common Stock or Preferred Shares reserved for issuance, except that, at the close of business on April 5, 2005: (i) 9,560,777 shares of Company Common Stock were reserved for issuance by the Company pursuant to options to purchase shares of Company Common Stock (a “Company Stock Option”) granted under the following plans: 2000 Non-Executive Employee Equity Incentive Plan 2,000,000 1997 Stock Plan 3,250,000 1997 Non-Employee Director Stock Option Plan 330,000 1995 Stock Option Plan 2,695,236 2001 Non-Executive Employee Stock Purchase Plan 500,000 2004 Non-Executive Employee Stock Purchase Plan 500,000 FS 97 Stock Plan 280,990 FS 96 Stock Plan 4,551 (collectively, the “Company Stock Plans”), (ii) 51,407,868 1,815,807 shares of Company Class B Common Stock were issued and outstandingreserved for issuance pursuant to Company Stock Options not yet granted under the Company Stock Plans, (iii) 3,209,776 shares of Company Common Stock were subject to issuance pursuant to the Company’s 3.0% Convertible Senior Notes due 2023 (the “Convertible Senior Notes”) and (iv) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31, 1997, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c5.2(a) of the Company Disclosure Schedule sets forth a complete and correct accurate list, as of January 31the date specified therein, 1997of: (i) all Company Stock Plans, indicating for each Company Stock Plan, as of the holders of all Employee Stock Optionssuch date, the number of shares of Company Common Stock issued under such Company Stock Plan, the number of shares of Company Common Stock subject to outstanding options under such Company Stock Plan and the number of shares of Company Common Stock reserved for future issuance under such Company Stock Plan; and (ii) all outstanding Company Stock Options, indicating with respect to each such option Company Stock Option the name of the holder thereof, the Company Stock Plan under which it was granted, the number of shares of Company Common Stock subject to such Company Stock Option, the exercise price, the date of grant, and the exercise prices thereofvesting schedule, including whether (and to what extent) the vesting will be accelerated in any way by the execution of this Agreement, the adoption of the Company Voting Proposal, by the consummation of the Merger or by termination of employment or change in position following consummation of the Merger. AllThe Company has made available to Parent complete and accurate copies of all Company Stock Plans and the forms of all stock option agreements evidencing Company Stock Options. The Company is listed on the Nasdaq National Market. Except for the issuance of shares of Company Common Stock pursuant to Company Stock Options outstanding on April 5, 2005, from and after the close of business on April 5, 2005 through and including the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock, Company Stock Options, other stock awards or other capital stock or equity securities of the Company or (ii) changed the authorized share capital of the Company. Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a Subsidiary of the Company, free and clear of any Liens. Except as set forth above in this Section 5.2 or as contemplated by the indenture dated as of December 8, 2003 by and between the Company and Wilmington Trust Company, as Trustee, there are no preemptive or other outstanding rights, options, warrants, conversion rights, phantom stock units or stock appreciation rights or similar rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other obligations (i) the terms of which provide the holders the right to vote with the stockholders of the Company on any matter or (ii) that are convertible into or exercisable for securities having the right to vote with the stockholders of the Company on any matter (any such bonds, debentures, notes or obligations, “Voting Debt”), except, solely in the case of clause (ii), for the Convertible Senior Notes. (b) Section 5.2(b) of the Company Disclosure Schedule sets forth a complete and accurate list of the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any Person other than a Subsidiary of the Company. The Company does not own, directly or indirectly, any voting interest in any Person that requires an additional filing by Parent under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the “HSR Act”). (c) Other than the registration rights agreement entered into in connection with the Convertible Senior Notes, there are no registration rights, and, as of the date of this Agreement, there is no rights agreement, “poison pill” anti-takeover plan or other similar plan, device or arrangement to which the Company or any of its Subsidiaries is a party or by which it or they are bound with respect to any equity security of any class of the Company. Neither the Company nor any of its Affiliates is a party to or is bound by any agreements or understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company. There are no obligations, contingent or otherwise, of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or the capital stock of the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 200,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 5,000,000 shares of preferred stock, par value $.01 par value, of 1.00 per share (the Company ("“Company Preferred Stock"”). At the close of business on January 31February 24, 19972011, (i) 44,957,557 126,462,665 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iviii) 300,300 1,458,248 shares of Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and terms of outstanding awards granted pursuant to the Company s Amended and Restated 1993 Stock Option and Incentive Plan Plans, (the "Company Stock Plans"iv) and (vi) 51,407,868 3,815,976 shares of Company Class A Common Stock are available for grant under the Company Plans, (v) 2,673,641 shares of Company Common Stock were reserved for issuance upon conversion redemption of Class A Partnership Units of NHP/PMB (“Class A Units”), (vi) 345,639 shares of Company Class B Common Stock in accordance with were reserved for issuance under the terms Company’s Dividend Reinvestment and Stock Purchase Plan, and (vii) 1,322,200 shares of Company Common Stock were reserved for issuance under the Company’s at-the-market equity offering program. All issued and outstanding shares of the Company's Restated Certificate capital stock of Incorporation. Except as set forth abovethe Company are duly authorized, at the close of business on January 31validly issued, 1997fully paid and non-assessable, and no shares class of capital stock or other voting securities of the Company were issued, reserved for issuance or outstandingis entitled to preemptive rights. There are no outstanding stock appreciation rights bonds, debentures, notes or rights (other than options to acquire Company Class A Common Stock granted under indebtedness of the Company Stock Plans having the right to vote ("Employee Stock Options")or convertible into, or exchangeable for, securities having the right to vote) to receive on any matter on which holders of shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwisemay vote. Section 4.01(c4.3(a) of the Company Disclosure Schedule Letter sets forth a complete and correct list, as of January 31, 1997the date of this Agreement, of the holders total number of all Employee Stock outstanding (A) Company Options, (B) Company Restricted Stock Units, (C) Company Restricted Stock, (D) Company Performance Shares, and (E) Company DER and (F) the number of shares of Company Common Stock subject to each such option outstanding Company Option, the name of the holder, the exercise price, the grant date, and the general terms and conditions including vesting provisions and exercise prices thereofperiod of Company Options and the Company Benefit Plan under which such Company Options were granted; the number of shares of Company Common Stock subject to each outstanding award of Company Restricted Stock Units and Company Restricted Stock, the name of the holder, the grant date, and the general terms and conditions including the vesting schedule and the other material terms of each award of Company Restricted Stock Units and Company Restricted Stock, as applicable, and the Company Benefit Plan under which Company Restricted Stock Units and Company Restricted Stock, as applicable, were granted; the number of shares of Company Common Stock subject to each Company Performance Shares award, the name of the holder, the grant date, and the general terms and conditions including the vesting schedule and other material terms of such Company Performance Shares award and the Company Benefit Plan under Company Performance Shares award were granted; and any other rights to purchase or receive Company Common Stock granted under the Company Benefit Plans or otherwise and the names and positions of the holders, the grant date and the terms thereof and the Company Benefit Plan under which such rights were granted. AllThere are no other rights to purchase or receive the Company Common Stock granted under the Company Benefit Plans or otherwise other than the Company Options, Company Restricted Stock Units, Company Restricted Stock, Company Performance Shares, and Company DERs disclosed on Section 4.3(a) of the Company Disclosure Letter. Immediately prior to the Closing, the Company will provide to Parent a complete and correct list that contains the information required to be provided in Section 4.3(a) of the Company Disclosure Schedule that is correct and complete as of the Closing Date. (b) All of the outstanding shares of capital stock of each of the Company Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Company Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Company Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 4.1(c) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Company Subsidiaries, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Company Subsidiary or which would require any Company Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (c) Except as set forth in this Section 4.3, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound, obligating the Company or any Company Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Company Common Stock, shares of Company Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of the Company or any of the Company Subsidiaries or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. As of the date of this Agreement, except as expressly provided in the NHP/PMB Partnership Agreement, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock, shares of Company Preferred Stock, Class A Units or other equity securities of the Company or any Company Subsidiary (other than in satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the Company Plans in the event the grantees fail to satisfy withholding Tax obligations). Neither the Company nor any Company Subsidiary is a party to or, to the knowledge of the Company, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of the Company or any of the Company Subsidiaries. (d) All dividends or distributions on the shares of Company Common Stock, Company Preferred Stock and Class A Units and any material dividends or distributions on any securities of any Company Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 100,000,000 shares of Company Class A Common Stock, 150,000,000 200,000 shares of Company Class Series A Preferred Stock, 200,000 shares of Company Series B Common Preferred Stock, 2,500,000 shares of Company Series C Preferred Stock, 2,200,000 Company Series D-1 shares of Preferred Stock and 100,000,000 4,600,000 shares of preferred stock, $.01 par value, Company Series D-2 Preferred Stock. As of the Company date hereof: ("Company Preferred Stock"). At the close of business on January 31, 1997, A) (i) 44,957,557 23,943,307 shares of Company Class A Common Stock were are issued and outstanding, ; (ii) 51,407,868 no (0) shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were are held by the Company in its treasury, treasury and no (v0) 5,512,500 shares of Company Class A Common Stock are held by subsidiaries of the Company; (iii) 5,000,000 shares of Company Common Stock were reserved for issuance pursuant to the Company s Amended Company's 1997 incentive stock option plan, agreements and Restated 1991 Stock Option and Incentive Plan and arrangements providing for equity-based compensation to any director, employee, consultant or independent contractor of the Company s Amended and Restated 1993 Stock Option and Incentive Plan or any of its subsidiaries (collectively, the "Company Stock Plans"), of which 4,062,000 shares are subject to outstanding Company Stock Options (iv) an additional 1,377,360 shares are subject to outstanding Company Stock Options issued outside the Company Stock Plans and (viv) 51,407,868 1,218,046 warrants to purchase shares of Company Class A Common Stock were reserved for issuance upon conversion are issued and outstanding; (B) (i) 120,150 shares of Company Class Series A Preferred Stock are issued and outstanding, (ii) 120,150 shares of Company Series B Common Preferred Stock in accordance with are issued and outstanding, (iii) 1,000,000 shares of Company Series C Preferred Stock are issued and outstanding, (iv) 795,715 shares of Company Series D-1 Preferred Stock are issued and outstanding and (v) 2,453,333 shares of Company Series D-2 Preferred Stock are issued and outstanding; (C) Section 3.3 of the terms Company Disclosure Schedule lists, as of the close of business on the date hereof, all outstanding Company Stock Options, the number of shares subject to each such Company Stock Option, the grant date, exercise price, term and vesting schedule of each such Company Stock Option and the names of the holders thereof. (D) All outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are not subject to preemptive rights created by statute, the Company's Restated Certificate Articles of Incorporation as amended by the Articles of Amendment (the "Company's Articles of Incorporation") or any agreement to which the Company is a party or by which the Company may be bound. Except as set forth abovein this Section and except for changes since the date of this Agreement resulting from the exercise of Company Stock Options outstanding on such date, at the close of business on January 31, 1997, there are outstanding (i) no shares of capital stock or other voting securities of the Company were issuedCompany, reserved for issuance or outstanding. There are (ii) no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c) securities of the Company Disclosure Schedule sets forth a complete and correct list, as convertible into or exchangeable for shares of January 31, 1997, capital stock or voting securities of the holders Company, other than the Company Preferred Stock and Company Convertible Promissory Notes, and (iii) no options or other rights to acquire from the Company, and no obligation of all Employee Stock Optionsthe Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock of the number of shares subject to each such option and Company, other than the exercise prices thereof. AllCompany Warrants.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 50,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock par value $0.01 per share, and 100,000,000 1,000,000 shares of preferred stock, par value $.01 par value, of 0.01 per share (the Company ("“Company Preferred Stock",” and together with the Company Common Stock, the “Company Capital Stock”). At the close of business on January 31March 12, 19972010, (i) 44,957,557 shares of 38,252 unvested Company Class A Common Stock Restricted Shares were issued and outstanding, (ii) 51,407,868 shares of 19,116 vested Company Class B Common Stock Restricted Shares were issued and outstanding, (iii) 12,485,101 other shares of Company Common Stock (excluding shares of Company Common Stock held by the Company in its treasury and vested and unvested Company Restricted Shares) were issued and outstanding, (iv) no shares of Company Preferred Stock were issued and outstanding, (ivv) 300,300 103,626 shares of Company Class A Common Stock were held by the Company in its treasury, (vvi) 5,512,500 2,109,821 shares of Company Class A Common Stock were subject to outstanding Company Options, (vii) 3,103,244 additional shares of Company Common Stock were reserved for issuance pursuant to the Company s Amended Stock Plans (including both 2,109,821 shares of Company Common Stock that are reserved for issuance in connection with outstanding Company Options and Restated 1991 993,423 shares of Company Common Stock Option and Incentive Plan and that are reserved for issuance but are not subject to any outstanding options or other awards), in each case, subject to adjustments required to be made on the Company s Amended and Restated 1993 Stock Option and Incentive Plan (terms set forth in the "Company Stock Plans", the Rollover Agreements and the other agreements set forth in Section 3.10(a) of the Company Disclosure Letter governing the Company Restricted Shares and Company Options, as applicable, and (viviii) 51,407,868 shares the only type of equity-based awards granted pursuant to the Company Class A Common Stock were reserved for issuance upon conversion of Plans are Company Class B Common Stock in accordance with Restricted Shares and Company Options, and Company Restricted Shares and Company Options are the terms of the Company's Restated Certificate of Incorporationonly currently outstanding awards under such plans. Except as set forth above, at the close of business on January 31March 12, 19972010, subject to the exercise of Company Options into shares of Company Common Stock in accordance with the terms of such Company Option and except as contemplated by the Rollover Agreements or as permitted by Section 5.01(b), no shares of capital stock Company Capital Stock or other voting securities of the Company were were, and, immediately prior to the Effective Time no shares of Company Capital Stock or other voting securities of the Company will be, issued, reserved for issuance or outstanding. (b) All outstanding shares of Company Capital Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company Bylaws or any Contract to which the Company is a party or is otherwise bound. Except as set forth in Section 3.03(b) of the Company Disclosure Letter, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (x) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (y) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (z) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Company Capital Stock. There are no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary. (c) Section 3.03(c) of the Company Disclosure Letter sets forth a true and complete list as of the date hereof of all holders of outstanding Company Restricted Shares and Company Options, including, with respect to each holder thereof, (i) the exercise price per underlying share, if applicable, (ii) the term of each such Company Option, and (iii) whether such Company Option is a nonqualified stock option or incentive stock option. Prior to the date hereof, the Company has provided to Parent a copy of each form of award agreement that evidences the grant of Company Options and Company Restricted Shares, and, to the extent that any award has been granted that is evidenced by an award agreement that materially deviates from such form, the Company has provided to Parent a copy of such award agreement. With respect to each Company Option, (w) each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, (x) (1) the award agreement governing such grant was duly executed and delivered by the Company and, to the Knowledge of the Company, each other party thereto, and (2) each such grant was made in accordance with the terms of the applicable Company Stock Plans Plan, the Exchange Act and all other applicable Laws, including the rules of the NASDAQ National Market, and ("Employee Stock Options")y) the per share exercise price of each Company Option was not less than the fair market value (within the meaning of Section 422 of the Code, in the case of each Company Option intended to receive shares qualify as an “incentive stock option,” and within the meaning of Section 409A of the Code, in the case of each other Company Option) of a share of Company Common Stock on a deferred basis granted the applicable Grant Date. Each Company Option intended to qualify as an “incentive stock option” under Section 422(b) of the Code, if any, so qualifies. (d) There are no outstanding bonds, debentures, notes or other Indebtedness of the Company having the right to vote on any matters on which holders of Company Common Stock Plans may vote (“Voting Company Debt”). (e) The Company does not have in place, and is not subject to, a stockholder rights plan, “poison pill” or otherwise. similar plan or instrument. (f) Except as set forth in Section 4.01(c3.03(f) of the Company Disclosure Schedule sets forth a complete and correct listLetter, as of January 31, 1997, there are no outstanding contractual obligations of the holders Company or any Company Subsidiary (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the repurchase, redemption or disposition of, or containing any right of all Employee Stock Optionsfirst refusal with respect to, (iv) requiring the registration for sale of, or (v) granting any preemptive or anti-dilution right with respect to, any shares of Company Capital Stock, or other equity interests in, the number Company or any Company Subsidiary. There are no outstanding contractual obligations of shares subject the Company or any Company Subsidiary to each such option and make any investment (in the exercise prices thereof. Allform of a loan, capital contribution or otherwise) in any Company Subsidiary (other than in the ordinary course of business) or any other Person.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 45,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 shares of preferred stock1,000,000 Preferred Shares, par value $.01 par value, of .001 per share (the Company ("Company Preferred Stock") of which 75,000 shares have been designated as Series A Junior Participating Preferred Stock (the "Company Series A Preferred Shares"). At the close of business on January 31May 3, 19972001, (i) 44,957,557 33,461,004 shares of Company Class A Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, (ii) 51,407,868 4,999 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (viii) 5,512,500 2,302,073 shares of Company Class A Common Stock were reserved for issuance pursuant to outstanding options to purchase Company Common Stock (the "Company s Amended and Restated 1991 Stock Options") granted under the Company's 2000 Stock Option and Incentive Plan, 1999 Stock Option Plan, 1997 Stock Option Plan, 1994 Stock Option Plan, Plains Petroleum Company 1992 Stock Option Plan, 1990 Barr▇▇▇ ▇▇▇ources Corporation Nondiscretionary Stock Option Plan, Plains Petroleum Company 1989 Stock Option Plan and the Plains Petroleum Company s Amended and Restated 1993 1985 Stock Option Plan for Non-Employee Directors (together, and Incentive Plan (each as amended, the "Company Stock Plans") and (viiv) 51,407,868 no shares of Company Class A Common Preferred Stock were issued and outstanding. As of the date of this Agreement, except for (i) the rights to purchase Company Series A Preferred Shares (the "Company Rights") issued pursuant to the Rights Agreement dated as of August 5, 1997, as amended pursuant to the Amendment to Rights Agreement dated as of February 25, 1999 and May 7, 2001 (as amended, the "Company Rights Agreement") between the Company and BankBoston, N.A., as Rights Agent (the "Company Rights Agent") or (ii) as set forth above, no Shares were issued, reserved for issuance upon conversion or outstanding and there are not any phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any capital stock of the Company Class B Common ("Stock in accordance Equivalents"). There are no outstanding stock appreciation rights with respect to the terms capital stock of the Company. Each outstanding Share is, and each Share which may be issued pursuant to the Company Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which the Company's Restated Certificate of Incorporationstockholders may vote. Except as set forth aboveabove or in Item 4.3 of the Company Letter, at as of the close date of business on January 31this Agreement, 1997there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Significant Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Significant Subsidiaries to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of capital stock or other voting securities or Stock Equivalents of the Company or of any of its Significant Subsidiaries or obligating the Company or any of its Significant Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, or undertakings of any kind obligating the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights any of its Subsidiaries or rights any securities of the type described in the two immediately preceding sentences. (other than options b) The Company has delivered or made available to acquire Company Class A Common Stock granted under Parent complete and correct copies of the Company Stock Plans ("Employee and all forms of Company Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c) Item 4.3 of the Company Disclosure Schedule Letter sets forth a complete and correct list, accurate list of all Company Stock Options outstanding as of January 31, 1997, the date of the holders of all Employee Stock Options, the number of shares subject to each such option this Agreement and the exercise prices thereof. Allprice of each outstanding Company Stock Option.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 300,000,000 500,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 50,000,000 shares of preferred stock, par value $.01 par value, of 0.01 per share (the Company ("“Company Preferred Stock"”). At the close of business on January 31April 14, 19972024 (such date and time, the “Measurement Date”), (i) 44,957,557 76,535,644 shares of Company Class A Common Stock were issued and outstandingoutstanding (61,779 of which were Company Restricted Shares), (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iviii) 300,300 0 shares of Company Class A Common Stock were held by the Company in its treasury, (viv) 5,512,500 (A) 3,641,509 shares of Company Class A Common Stock were subject to outstanding Company Stock Options, (B) 3,563,287 shares of Company Common Stock were subject to outstanding Company RSUs, and (C) 1,542,760 shares of Company Common Stock were subject to outstanding Company PSUs (assuming achievement of any applicable performance criteria at actual performance levels for Company PSUs (or portions thereof) for which the performance period has been completed prior to the date hereof and at target levels for all other Company PSUs (or portions thereof)), (v) 23,447 Phantom RSUs issued and outstanding, (vi) 69,800 Phantom Options issued and outstanding, (vi) an additional 2,218,345 shares of Company Common Stock were reserved and available for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (for the "Company Stock Plans") and (vi) 51,407,868 avoidance of doubt, not including the shares of Company Class A Common Stock subject to the Company Equity Awards set forth above), and (vii) 803,716 shares of Company Common Stock were reserved and available for issuance upon conversion pursuant to the Company ESPP and 164,294 shares of Company Class B Common Stock in accordance with were subscribed and/or currently estimated to be subscribed for under the terms Company ESPP during the current offering period immediately prior to the date hereof. As of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31, 1997Measurement Date, no (A) shares of capital stock or other voting securities of, (B) other equity or voting interests in, (C) securities convertible into or exchangeable for capital stock, voting securities or other equity interests in, (D) stock appreciation rights, performance shares, “phantom” stock rights, or other rights that give the holder thereof any economic or voting interest of a nature that would accrue to the holders of capital stock in, or (E) options, warrants, subscriptions or other rights to acquire or receive capital stock, voting securities or other equity interests or rights referred to in clause (A), (B), (C) and (D) (clauses (A), (B), (C), (D), or (E) collectively, “Equity Interests”) of the Company were issued, reserved for issuance or outstandingoutstanding except as set forth in this Section 3.02(a). (b) All issued and outstanding Equity Interests in the Company are, and at the time of issuance all Equity Interests in the Company that may be issued prior to the Effective Time in accordance with the terms of this Agreement, including all shares that may be issued pursuant to the Company Stock Plan, will be, duly authorized, validly issued, fully paid and nonassessable (to the extent applicable as a legal concept), have been or will be issued in compliance with all applicable securities laws, and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company Bylaws or any Contract to which the Company is, or, to the knowledge of the Company, a stockholder of the Company is, a party or otherwise bound. (c) There are no bonds, debentures, notes or other Indebtedness of the Company that may have at any time (whether actual or contingent) the right to vote, or that are convertible into or exchangeable for securities having the right to vote, on any matters on which holders of shares of Company Common Stock may vote (“Voting Company Debt”) or any securities that are convertible into or exchangeable for, or options, warrants or other rights to acquire or receive any, Voting Company Debt. (d) Except for the Company Stock Options, Company RSUs, Company PSUs, Phantom RSUs or Phantom Options, in each case in accordance with their respective terms as in effect as of the date hereof, there are no outstanding obligations of the Company or any Subsidiary thereof to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any Equity Interests in the Company or such Subsidiary. There are no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under obligations of the Company Stock Plans or any Subsidiary thereof to directly or indirectly amend, redeem, repurchase or otherwise acquire any Equity Interests in the Company or such Subsidiary, except in the case of the Company, for ("Employee Stock Options")A) to receive acquisitions of shares of Company Common Stock on a deferred basis granted under in connection with the surrender of shares of Company Common Stock by holders of Company Stock Options in order to pay the exercise price of such Company Stock Options, (B) the withholding of shares of Company Common Stock to satisfy Tax obligations with respect to Company Stock Options, Company RSUs or Company PSUs or (C) the acquisition by the Company of Company Stock Plans Options, Company RSUs, Company PSUs, Phantom RSUs or otherwisePhantom Options in connection with the forfeiture of such awards, in each case, in accordance with their respective terms. Neither the Company nor any Subsidiary thereof, is party to any agreement with respect to the voting, transfer or registration of any capital stock or voting securities of, or other Equity Interests in, the Company or such Subsidiary, except in the case of the Company, for the Stockholders Agreement, dated as of July 27, 2021, by and among the Company and the other parties named therein (the “Stockholders Agreement”). (e) Section 4.01(c3.02(e) of the Company Disclosure Schedule Letter sets forth a correct and complete and correct listlist of each holder of an outstanding Company Equity Award as of the date hereof, which schedule shows for each Company Equity Award, as of January 31applicable, 1997, of the holders of all Employee Stock Optionsdate such Company Equity Award was granted, the number of shares of Company Common Stock subject to such Company Equity Award (assuming achievement of any applicable performance criteria at actual performance levels for Company PSUs (or portions thereof) for which the performance period has been completed prior to the date hereof and at target levels for all other Company PSUs (or portions thereof) and the applicable exercise price of each Company Equity Award that is a Company Stock Option. With respect to each Company Equity Award, each Company Stock Option has an exercise price that is equal or greater than the fair market value of the underlying Company Common Stock on the applicable grant date, and each such option and grant was properly accounted for in all material respects in accordance with GAAP in the exercise prices thereof. Allfinancial statements of the Company.

Capital Structure. (i) The authorized capital stock of the Company consists of 300,000,000 10,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 1,000,000 shares of preferred stock, $.01 par value, Preferred Stock of the Company Company, par value $1.00 per share (the "Company Preferred Stock"), which shares have been designated Series A Preferred Stock (the "Series A Preferred Stock") and Series B Preferred Stock (the "Series B Preferred Stock"). At the close of business on January 31February 26, 19972001, (iA) 44,957,557 4,943,633 shares of Company Class A Common Stock were issued and outstanding, (iiB) 51,407,868 18,047 shares of Company Class B Common Stock were issued and outstandingreserved for issuance upon the exercise of outstanding Preferred Stock, (iiiC) no 26,000 Company Stock Options were outstanding pursuant to the Company Stock Plans, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 26,000 shares of Company Preferred Common Stock were issued are authorized and outstandingreserved for issuance upon the exercise of outstanding Company Stock Options, (ivE) 300,300 655,091 shares of Company Class A Common Stock were held by the Company in its treasurytreasury or by its Subsidiaries, (vF) 5,512,500 16,423 shares of Company Class Series A Common Preferred Stock, were issued and outstanding, and (G) 70,000 shares of Series B Preferred Stock were have been reserved for issuance pursuant to upon exercise of the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan rights (the "Company Stock PlansRights") and (vi) 51,407,868 shares distributed to the holders of Company Class A Common Stock were reserved pursuant to the Rights Agreement dated as of March 31, 1993 between the Company and The Bank of New York, as Rights Agent (the "Rights Agreement"). The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for issuance upon conversion securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company Class B Common Stock in accordance with the terms are issued or outstanding. (iii) All outstanding shares of the Company's Restated Certificate capital stock are validly issued, fully paid and nonassessable and free of Incorporationpreemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except as set forth abovefor this Agreement, at the close Rights Agreement, the Company Rights, and the Company Stock Plans, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of business on January 31any character to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, 1997deliver or sell, no or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities any Voting Debt of the Company were issuedor of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, reserved for issuance extend or outstandingenter into any such option, warrant, call, right, commitment or agreement. There are no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c) contractual obligations of the Company Disclosure Schedule sets forth a complete and correct listor any of its Subsidiaries to repurchase, as redeem or otherwise acquire any shares of January 31, 1997, capital stock of the holders Company or any of all Employee Stock Options, the number of shares subject to each such option and the exercise prices thereof. Allits Subsidiaries.

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 120,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 shares of preferred stock, $.01 par value, of the Company ("Company Preferred Stock"). At the close of business on January 31February 25, 19972010, (i) 44,957,557 56,070,028 shares of Company Class A Common Stock were issued and outstandingoutstanding (which number includes no shares of Company Common Stock subject to vesting or other forfeiture conditions or repurchase by the Company), (ii) 51,407,868 7,660,238 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved and available for issuance pursuant to the Company s Amended and Restated 1991 Company’s 2008 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "“Company Stock Plans"Plan”), of which (A) 2,750,730 shares of Company Common Stock were subject to outstanding options to acquire shares of Company Common Stock from the Company with a weighted-average exercise price of $59.39 (such options, together with any similar options granted after February 25, 2010, the “Company Stock Options”), (B) 203,209 shares of Company Common Stock were subject to restricted stock unit awards that were subject to performance-based vesting or delivery requirements, assuming settlement of such awards based on the attainment of performance goals at maximum levels (such restricted stock unit awards, together with any similar restricted stock unit awards granted after February 25, 2010, the “Company Performance RSU Awards”) and (viC) 51,407,868 754,230 shares of Company Class A Common Stock were reserved for issuance upon conversion subject to a restricted stock unit awards granted by the Company that were subject to service-based vesting or delivery requirements (such restricted stock unit awards, together with any similar restricted stock unit awards granted after February 25, 2010, the “Company RSU Awards” and, together with the Company Stock Options and Company Performance RSU Awards, the “Company Equity Awards”), (iii) 30,394 stock equivalents with respect to a share of Company Class B Common Stock in accordance with the terms of were outstanding under the Company's Restated Certificate ’s Supplemental Savings and Retirement Plan for Key Salaried Employees (“Supplemental Plan”) and agreements between the Company and its directors to defer certain director fees (“Director Deferral Agreements”) (such plans, collectively, the “Specified Deferred Compensation Plans”, and such stock equivalents, together with similar stock equivalents issued after February 25, 2010, the “Company Stock Equivalents”) and (iv) $565,000,000 aggregate principal amount of Incorporation3.75% convertible senior notes due 2026, issued pursuant to the Indenture between the Company and Wilmington Trust Company dated as of June 13, 2006 (the “Convertible Notes”), were outstanding. Except as set forth above, at the close of business on January 31February 25, 19972010, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are Since February 25, 2010 to the date of this Agreement, (x) there have been no outstanding issuances by the Company of shares of capital stock appreciation rights or rights (other voting securities of the Company, other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive issuances of shares of Company Common Stock on pursuant to the Company Stock Plan and (y) there have been no issuances by the Company of options, warrants, other rights to acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of a deferred basis granted nature accruing to the holders of Company Common Stock, except for rights under the Company Stock Plans Plan, the Specified Deferred Compensation Plans, the Company Employees’ Participation and Savings Plan (the “Company 401(k) Plan”) and the Irish Share Scheme; notwithstanding anything to the contrary in this Section 3.01(c), between February 25, 2010 and the date of this Agreement, (i) the Company has not purchased, redeemed or otherwiseotherwise acquired, directly or indirectly, any Company Common Stock or any rights, warrants or options with respect to the Company Common Stock (in particular Company Equity Awards and Company Stock Equivalents) other than as would be permitted without consent of Parent after the date of this Agreement pursuant to Section 4.01(a)(iii) or (ii) issued, delivered, transferred or sold any shares of Company Common Stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such Company Common stock, voting securities or convertible securities, or any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock based performance units (in particular Company Equity Awards and Company Stock Equivalents) other than as would be permitted without consent of Parent after the date of this Agreement pursuant to Section 4.01(a)(iv). All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”), except for the Convertible Notes. Except for any obligations pursuant to this Agreement, the Company Stock Plan, the Specified Deferred Compensation Plans, the Company 401(k) Plan, the Irish Share Scheme or as otherwise set forth above, as of February 25, 2010, there are no shares of Company Common Stock, any other shares of capital stock, voting securities, options, warrants, rights, convertible or exchangeable securities, “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units with respect to the Company, Contracts or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound (1) obligating the Company or any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exchangeable for any capital stock of or other equity interest in, the Company or of any of its Subsidiaries or any Voting Company Debt, (2) obligating the Company or any such Subsidiary to issue, grant or enter into any such option, warrant, right, security, unit, Contract or undertaking or (3) that give any person the right to receive any economic interest of a nature accruing to the holders of Company Common Stock. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or options, warrants or other rights to acquire shares of capital stock of the Company or any such Subsidiary, other than pursuant to the Company Stock Plan, the Company 401(k) Plan, the Irish Share Scheme and the Specified Deferred Compensation Plans. Section 4.01(c3.01(c) of the Company Disclosure Schedule Letter sets forth a true and complete and correct list, as of January 31, 1997the date of this Agreement, of all Indebtedness for borrowed money of the holders Company and its Subsidiaries (other than any such Indebtedness owed to the Company or any of all Employee its Subsidiaries, letters of credit issued in the ordinary course of business and any other such Indebtedness with an aggregate principal amount not in excess of $10.0 million individually outstanding on the date of this Agreement. From and after the Effective Time, neither Parent nor the Company will be required to deliver Company Common Stock Optionsor other capital stock of the Company to any person pursuant to or in settlement of any Company Equity Awards, the number Convertible Notes, the Irish Share Scheme or otherwise. Table of shares subject to each such option and the exercise prices thereof. AllContents

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 (x) 200,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 (y) 40,000,000 shares of preferred stock, par value $.01 par value, of the Company 0.01 per share ("Company Preferred Stock"), of which, as of the date hereof, 2,000,000 shares of Company Preferred Stock have been designated as Series A Junior Participating Preferred Stock, of which 2,000,000 shares are reserved for issuance upon the exercise of preferred share purchase rights (the "Company Rights") issued pursuant to the Rights Agreement, dated as of November 19, 1999, between the Company and ChaseMellon Shareholder Services, L.L.C., as rights agent (which firm has been replaced as rights agent by ComputerShare Investor Services L.L.C.) (the "Rights Agent"), pursuant to the terms thereof) (the "Rights Agreement"). At the close of business on January 31June 29, 19972005, (i) 44,957,557 87,628,414 shares of Company Class A Common Stock were issued and outstandingoutstanding (which number includes 977,619 Company Restricted Shares), (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (viii) 5,512,500 14,753,323 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan Plans and the Company s Amended and Restated 1993 Deferred Stock Option and Incentive Plan Plans (the "Company Stock Plans") and (vi) 51,407,868 of which 7,647,807 shares of Company Class A Common Stock were subject to outstanding Company Stock Options, 977,619 shares of Company Common Stock were subject to outstanding Company Restricted Shares, 1,256,443 shares of Company Common Stock were subject to outstanding Company RSUs and 641,969 shares of Company Common Stock were subject to outstanding Company DSUs), (iv) 6,428,566 shares of Company Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate 3% Convertible Subordinated Debentures due 2032 (the "Convertible Debentures") issued pursuant to an Indenture, dated as of IncorporationNovember 22, 2002, between the Company and State Street Bank and Trust Company of California, N.A. (a complete and correct copy of which has been delivered or made available to Parent) and (v) no shares of Company Preferred Stock were issued or outstanding. (b) The Company has delivered to Parent a correct and complete list, as of June 24, 2005, of all outstanding Company Stock Options, Company Restricted Shares, Company RSUs, Company DSUs and any other rights to purchase or receive shares of Company Common Stock granted under the Company Stock Plans or otherwise, the number of shares of Company Common Stock subject thereto, whether or not a stock option is an incentive stock option, expiration dates and exercise prices thereof, in each case broken down as to each plan, agreement or other arrangement and as to each individual holder. Except as set forth aboveabove in this Section 3.03, at the close of business on January 31June 24, 19972005, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There Except as set forth above in this Section 3.03, there are no outstanding stock appreciation rights, rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis or other rights that are linked to the value of Company Common Stock granted under the Company Stock Plans or otherwise. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (c) Except as set forth above in this Section 4.01(c3.03, there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above in this Section 3.03, (i) there are not issued, reserved for issuance or outstanding (A) any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company or any of its Subsidiaries or (B) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or any obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any of its Subsidiaries and (ii) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. (d) Section 3.03(d) of the Company Disclosure Schedule Letter sets forth a complete and correct listlist of the following information, as of January 31June 29, 19972005, with respect to the Convertible Debentures: (i) the aggregate principal amount thereof, (ii) the aggregate amount of accrued and unpaid interest thereon and (iii) the conversion price thereof as of the holders of all Employee Stock Options, the number of shares subject to each such option and the exercise prices thereof. Alldate hereof.

Capital Structure. The As of the date hereof, the authorized capital stock of the Company consists of 300,000,000 36,000,000 Company Shares and 150,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 shares of cumulative preferred stock, $.01 50 par value, of value per share (the Company ("Company Preferred StockA Shares") and 200,000 shares of cumulative preferred stock, $100 par value per share (the "Company Preferred B Shares"). At the close of business on January 31December 12, 1997, 1997 (i) 44,957,557 shares of 13,514,094 Company Class A Common Stock Shares were issued and outstanding, ; (ii) 51,407,868 44,399 shares of Company Class B Common Stock Preferred A Shares were issued and outstanding, ; and (iii) no 26,989 shares of Company Preferred Stock B Shares were issued and outstanding. The Company has no Company Shares, (iv) 300,300 shares Company Preferred A Shares or Company Preferred B Shares reserved for issuance, except that, as of December 12, 1997, there were 1,602,752 Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were Shares reserved for issuance pursuant to the Company s Amended and Restated 1991 Company's Key Employee Stock Option and Incentive Plan, Profit Sharing Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Performance Sharing Plan (the "Company Stock Plans") and (vi) 51,407,868 shares of the Company's Dividend Reinvestment Plan and 13,514,094 Company Class A Common Stock were Shares reserved for issuance upon conversion under the Shareholder Rights Agreement dated as of November 15, 1989 between the Company Class B Common and The First National Bank of Boston as rights agent (the "Shareholder Rights Agreement"). In addition, the Company has reacquired and holds 1,620 Company Shares in treasury for reissuance pursuant to the Company Stock in accordance with the terms of the Company's Restated Certificate of IncorporationAccumulation Plan for Outside Directors. Except as set forth above, at the close of business on January 31, 1997, no All outstanding shares of capital stock or other voting securities of the Company were are duly authorized, validly issued, reserved for issuance fully paid and nonassessable and not subject to preemptive rights. No bonds, debentures, notes or outstanding. There are no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c) indebtedness of the Company Disclosure Schedule sets forth a complete and correct listconferring the right to vote (or convertible into, as of January 31or exchangeable for, 1997, securities conferring the right to vote) on any matters on which the shareholders of the holders of all Employee Stock Options, the number of shares subject to each such option and the exercise prices thereof. AllCompany may vote are issued or outstanding.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 45,000,000 shares of Company Class A Common Stock, 150,000,000 and 6,000,000 shares of Company Class B Common Preferred Stock and 100,000,000 shares of preferred stock(the “Preferred Stock” and, $.01 par value, of together with the Company ("Common Stock, the “Company Preferred Capital Stock"”). At the close of business on January 31November 8, 19972019 (the “Capitalization Date”), (i) 44,957,557 35,012,030 shares of Company Class A Common Stock were issued and outstanding, outstanding (of which 67,033 shares were subject to vesting restrictions pursuant to the Company Stock Plans); (ii) 51,407,868 2,668,786 shares of Company Class B Common Stock were issued and outstanding, held in treasury; (iii) no shares of Company Preferred Stock were issued and outstanding, ; (iv) 300,300 1,529,189 shares of Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved and available for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Plans; (v) 669,899 shares of Company s Amended and Restated 1993 Common Stock Option and Incentive Plan (the "were issuable upon exercise of outstanding Company Stock Plans") and Options; (vi) 51,407,868 2,878,197 shares of Company Class A Common Stock were subject to outstanding Company RSUs and 706,065 shares of Company Common Stock were subject to outstanding Performance-Vesting Awards assuming all applicable performance measures were satisfied at maximum levels of performance; (vii) 346,984 shares of Company Common Stock were reserved for future issuance under the Company ESPP; and (viii) 7,371,788 shares of Company Common Stock were reserved for future issuance upon conversion of the Convertible Notes. Since the Capitalization Date, the Company Class B Common has not issued any Company Stock in accordance with the terms of the Company's Restated Certificate of IncorporationOptions, Company RSUs or Performance-Vesting Awards or other equity or equity-based awards. Except as set forth abovein this Section 5.03(a), at the close of business on January 31, 1997, no shares of capital stock or other voting securities of the Company were there are not issued, reserved for issuance or outstanding. There , and there are no not any outstanding obligations of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock or any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company, (y) any warrants, calls, options, phantom stock, stock appreciation rights or other rights (other than options to acquire from the Company, or any other obligation of the Company Class A to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or (z) any rights issued by, or other obligations of, the Company that are linked in any way to the price of any class of Company Capital Stock, the value of the Company or any part of the Company or any dividends or other distributions declared or paid on any shares of capital stock of the Company. Section 5.03(a) of the Company Disclosure Letter sets forth an accurate list, as of the Capitalization Date, of each outstanding Company Stock Award, in each case specifying the employee ID of the holder, the type of award, the number of underlying shares of Company Common Stock, the date of grant, and, if applicable, the exercise price per share of Company Common Stock granted under and the Company Stock Plans expiration date. ("Employee Stock Options")b) to receive All outstanding shares of Company Common Stock on a deferred basis granted under are, and, at the time of issuance, all such shares that may be issued (i) upon the exercise of Company Stock Options, (ii) upon the vesting or settlement of Company RSUs pursuant to the Company Stock Plans and applicable award agreements, (iii) under the Company ESPP or otherwise(iv) upon conversion of the Convertible Notes pursuant to the Indenture, will be, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company Bylaws or any Contract to which the Company is a party or bound. Section 4.01(c) All grants of equity awards or other rights with respect to shares of Company Common Stock to current or former directors, officers, employees, agents or consultants of the Company Disclosure Schedule sets forth a complete or any Company Subsidiary have been made in accordance with applicable Law, the terms of the applicable Company Stock Plans and correct listaward agreements thereunder or the Company ESPP, as applicable, and any policy of January 31the Company or Company Board (including any committee thereof) relating to the grant of such awards or rights. Except for acquisitions, 1997or deemed acquisitions, of Company Common Stock or other equity securities of the holders Company in connection with (x) the payment of all Employee the exercise price of Company Stock OptionsOptions with Company Common Stock (including in connection with “net exercises”), (y) required tax withholding in connection with the exercise of, vesting or settlement of Company Stock Awards, and (z) forfeitures of Company Stock Awards, there are not any outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of the Company or any Company Subsidiary. Except for the Convertible Notes, there are no debentures, bonds, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the Company’s stockholders may vote (“Company Voting Debt”). None of the Company or any of the Company Subsidiaries is a party to or otherwise bound by any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, the number of shares subject to each such option and the exercise prices thereof. AllCompany.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 150,000,000 shares of the Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock par value $0.001 per share and 100,000,000 10,000,000 shares of preferred stock, par value $.01 par value, of 0.001 per share (the Company ("“Company Preferred Stock"”). At the close of business on January 31July 15, 1997, 2025 (the “Measurement Date”): (i) 44,957,557 44,171,194 shares of the Company Class A Common Stock were issued and outstanding, ; (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of the Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury; (iii) 9,964,518 shares of the Company Common Stock were subject to outstanding Company Stock Options with a weighted average exercise price of approximately $15.96 per share, 3,005,288 shares of Company Common Stock were subject to outstanding In-the-Money Options with a weighted average exercise price of approximately $6.05 per share; (iv) 1,115,274 shares of the Company Common Stock were subject to outstanding Company Restricted Stock Units; (v) 5,512,500 16,059,599 shares of the Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and , 9,702,424 of which were available for future issuance; (vi) 51,407,868 667,931 shares of the Company Class A Common Stock were reserved for issuance upon conversion pursuant to the Company ESPP, 506,565 of which were available for future issuance; and (vii) no shares of Company Class B Common Preferred Stock in accordance with the terms of the Company's Restated Certificate of Incorporationwere issued or outstanding. Except as set forth above, at the close of business on January 31, 1997the Measurement Date, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are From the Measurement Date to the Agreement Date, there have been no outstanding issuances by the Company of shares of capital stock appreciation or other voting securities or equity interests of the Company or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock or other voting securities or equity interests of the Company or other rights (that give the holder thereof any economic or voting interest of a nature accruing to the holders of the Company Common Stock, other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares issuance of the Company Common Stock on a deferred basis granted under upon the exercise of Company Stock Options or vesting and settlement of Company Restricted Stock Units in accordance with their terms. (b) All outstanding shares of the Company Common Stock Plans are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (c) As of the Agreement Date, there are no bonds, debentures, notes or otherwise. other indebtedness of the Company or its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Company Common Stock may vote by virtue of their ownership thereof (“Voting Company Debt”). (d) Except as set forth in Section 4.01(c4.02(a) of this Agreement and in Section 4.02(d) of the Company Disclosure Schedule sets forth a complete and correct listLetter, as of January 31the Measurement Date, 1997there are no options, warrants, convertible or exchangeable securities, stock-based performance units or other rights or Contracts to which the Company is a party or by which the Company is bound: (i) obligating the Company to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, additional shares of capital stock of, or other voting securities or equity interests in, or any security convertible or exchangeable for any shares of capital stock of, or other voting securities or equity interests in, the Company or any Voting Company Debt; (ii) obligating the Company to issue, grant or enter into any such option, warrant, security, unit, right or Contract; (iii) that give any Person the right to receive any economic or voting interest of a nature accruing to the holders of all Employee the Company Common Stock; or (iv) restricting the transfer of, containing any right of first refusal or right of first offer with respect to, or requiring the registration for sale of any shares of, capital stock of the Company. (e) As of the Measurement Date, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of the Company, except for: (i) acquisitions of shares of the Company Common Stock in connection with the surrender of shares of the Company Common Stock by holders of Company Stock Options in order to pay the exercise price of Company Stock Options; (ii) the withholding of shares of the Company Common Stock to satisfy tax obligations with respect to awards granted pursuant to the Company Stock Plans; and (iii) the acquisition by the Company of Company Stock Options and Company Restricted Stock Units in connection with the forfeiture or repurchase of such awards or shares. (f) All Company Stock Options and Company Restricted Stock Units are evidenced by written award agreements, in each case, substantially in the forms that have been made available to Parent, except to the extent that such agreements differ from such forms and from one another with respect to the number of shares subject to of the Company Common Stock covered thereby, the type of award, the exercise price, exercise period, vesting schedule, vesting terms and expiration date applicable thereto. (g) Section 4.02(g) of the Company Disclosure Letter sets forth a true and complete list of all outstanding Company Stock Options and Company Restricted Stock Units, as of the Measurement Date, indicating for each such option Company Stock Option or Company Restricted Stock Unit: (i) the name of the holder thereof; (ii) the date of grant; (iii) the number of vested and unvested shares underlying Company Stock Options and Company Restricted Stock Units; and (iv) for each Company Stock Option, the per share exercise prices thereofprice. AllEach Company Stock Option and Company Restricted Stock Unit was granted or issued in all material respects in accordance with the terms of the applicable Company Stock Plan and all applicable Laws.

Capital Structure. The authorized capital stock of the Company consists entirely of 300,000,000 (i) 100,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 (ii) 10,000,000 shares of preferred stock, par value $.01 par value, of the Company ("Company Preferred Stock")0.01 per share. At the close of business on January 31July 14, 1997, 2008: (i) 44,957,557 70,494,861 shares of Company Class A Common Stock were issued and outstanding, outstanding (including 962,214 shares of unvested restricted stock); (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, ; (viii) 5,512,500 6,086,130 shares of Company Class A Common Stock were reserved for issuance pursuant to issuable under the Company s Alpha Coal Management LLC Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and 2004 Long-Term Incentive Plan (the "“ACM 2004 LTIP”) and the Alpha Natural Resources, Inc. 2005 Long-Term Incentive Plan as Amended and Restated as of May 14, 2008 (the “2005 LTIP” and, together with the ACM 2004 LTIP, the “Company Stock Plans") ” and such stock options collectively, the “Company Stock Options”); and (viiv) 51,407,868 up to 977,320 shares of the Company Class A Common Stock were reserved for issuance upon conversion subject to issued and outstanding performance share grants under the Company Stock Plans. The Company has made available to Parent a list, as of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31July 11, 19972008, no of the holders of outstanding Company Stock Options, restricted shares, and performance shares or units, and the number of shares outstanding, the number of shares exercisable (with respect to the Company Stock Options), the vesting schedule and other forfeiture provision (with respect to restricted shares and performance shares or units) and the exercise price, as applicable, subject to each such equity award. As of the close of business on July 14, 2008, the total number of votes entitled to be cast at the Company Stockholders Meeting with respect to the transactions contemplated hereby is 70,494,861. All outstanding shares of capital stock of the Company are, and all shares that may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. Except as otherwise provided in this Section 3.1(c), there are not issued, reserved for issuance or outstanding (i) any shares of capital stock or other voting securities of the Company, (ii) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company were issuedor any Company Subsidiary, reserved or (iii) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary any capital stock, voting securities or securities convertible into or exchangeable or exercisable for issuance capital stock or outstandingvoting securities of the Company or any Company Subsidiary. There Except as otherwise provided in this Section 3.1(c), there are no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c) obligations of the Company Disclosure Schedule sets forth a complete and correct listor any Company Subsidiary to (i) issue, as of January 31deliver or sell, 1997or cause to be issued, delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the holders Company or any Company Subsidiary or (ii) repurchase, redeem or otherwise acquire any such securities. Neither the Company nor any Company Subsidiary is a party to any voting agreement with respect to the voting of all Employee Stock Optionsany such securities. Except as otherwise provided in this Section 3.1(c), there are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive from the number Company or a Company Subsidiary any payment based on the revenues, earnings or financial performance of shares subject to each such option and the exercise prices thereof. AllCompany or any Company Subsidiary or assets or calculated in accordance therewith.

Capital Structure. The authorized capital stock of the Company consists entirely of 300,000,000 (i) 50,500,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 (ii) 500,000 shares of preferred stock, $.01 no par value, of the Company ("Company Preferred Stock")value per share. At the close of business on January 31November 27, 1997, 2009: (i) 44,957,557 27,704,950 shares of Company Class A Common Stock were issued and outstanding, outstanding (including 538,486 shares of Restricted Stock); (ii) 51,407,868 578,081 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, ; and (viii) 5,512,500 221,268 shares of Company Class A Common Stock were reserved for issuance pursuant subject to issued and outstanding options to purchase Company Common Stock granted under the Company s First Amended and Restated 1991 1996 Stock Option Plan, 662,513 shares of Company Common Stock were subject to issued and Incentive Plan and outstanding options to purchase Company Common Stock granted under the Company s Third Amended and Restated 1993 Company 2007 Equity Incentive Plan, and 80,000 shares of Company Common Stock Option were subject to issued and outstanding options to purchase Company Common Stock granted under the First Amended and Restated 2008 Equity Incentive Plan for Non-Employee Directors of the Company (collectively, the "“Company Stock Plans") ” and (vi) 51,407,868 shares such stock options collectively, the “Company Stock Options”). The Company has made available to Parent a list, as of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31November 27, 19972009, no of the holders of outstanding Company Stock Options, restricted stock, and other stock awards and the number, exercise prices, vesting schedules, performance targets, expiration dates and other forfeiture provisions of each grant to such holders. All outstanding shares of capital stock of the Company are, and all shares that may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. Except as otherwise provided in this Section 3.1(c), there are not issued, reserved for issuance or outstanding (i) any shares of capital stock or other voting securities of the Company, (ii) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company were issuedor any Company Subsidiary, reserved or (iii) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary any capital stock, voting securities or securities convertible into or exchangeable or exercisable for issuance capital stock or outstandingvoting securities of the Company or any Company Subsidiary. There Except as otherwise provided in this Section 3.1(c), there are no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under obligations of the Company Stock Plans or any Company Subsidiary to ("Employee Stock Options")i) issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any Company Subsidiary or (ii) repurchase, redeem or otherwise acquire any such securities. Neither the Company nor any Company Subsidiary is a party to any voting agreement with respect to the voting of any such securities. Except as otherwise provided in this Section 3.1(c) and for payments under Company Benefit Plans, there are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive shares of Company Common Stock on a deferred basis granted under from the Company Stock Plans or otherwisea Company Subsidiary any payment based on the revenues, earnings or financial performance of the Company or any Company Subsidiary or assets or calculated in accordance therewith. Except for the Credit Agreement dated October 27, 2006, as amended, among the Company, Bayshore Industrial L.P., ICO Polymers North America, Inc., ▇▇▇▇▇ Fargo Bank, National Association, KeyBank, National Association, and the other lending institutions named therein (the “Company Credit Agreement”), and except for the other agreements set forth on Section 4.01(c3.1(c) of the Company Disclosure Schedule sets forth a complete and correct listLetter, as of January 31, 1997, no indebtedness for borrowed money of the holders Company or any Company Subsidiary contains any restrictions (other than customary notice provisions) upon (i) the prepayment of all Employee Stock Optionsany indebtedness of the Company or any Company Subsidiary, (ii) the number incurrence by the Company or any Company Subsidiary of shares subject any indebtedness for borrowed money, or (iii) the ability of the Company or any Company Subsidiary to each such option and grant any Lien on the exercise prices thereof. Allproperties or assets of the Company or any Company Subsidiary.

Capital Structure. The (i) As of October 31, 2000, the authorized capital stock of the Company consists consisted of 300,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 shares of preferred stock, $.01 par value, of the Company ("Company Preferred Stock"). At the close of business on January 31, 1997, (iA) 44,957,557 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31, 1997, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive 400,000,000 shares of Company Common Stock on a deferred basis granted of which 131,303,401 shares were outstanding and 36,675,391 shares were held in the treasury of the Company, (B) 1,000,000 preference shares, no par value, of which no shares are outstanding and (C) 10,000,000 shares of Preferred Stock, no par value, of which 4,000,000 shares have been designated Series C Junior Participating Preferred Stock and reserved for issuance upon exercise of the rights (the "Company Rights") distributed to the holders of Company Common Stock pursuant to the Rights Agreement, dated as of May 8, 1996 between the Company and ▇▇▇▇▇▇ Trust and Savings Bank (the "Company Rights Agreement") and of which 1,750,000 shares have been designated Series B ESOP Convertible Preferred Stock of which as of October 31, 2000, 854,182 shares were outstanding. Since December 31, 1999 to the date of this Agreement, there have been no issuances of shares of the capital stock of the Company or any other securities of the Company other than issuances of shares pursuant to options or rights outstanding as of November 16, 2000 under the Benefit Plans (as defined in Section 8.11(b)) of the Company. There were outstanding as of November 16, 2000 (except for the Deferred Compensation Plan for Executives, which are shown as of October 31, 2000), no options, warrants or other rights to acquire capital stock from the Company other than (x) the Company Rights and (y) options, stock units and other rights to acquire capital stock from the Company representing in the aggregate the right to purchase or receive approximately 10,552,331 shares of Company Common Stock (collectively, the "Company Stock Options") under The Company Long-Term Incentive Plan of 1999, The Company Long-Term Incentive Plan of 1990, as amended, The 1984 Long-Term Incentive Plan of the Company, as amended, Deferred Compensation Plan for Executives of the Company, Deferred Compensation Plan for Directors of the Company, the Company Stock Plans or otherwiseCompensation Plan for Outside Directors and the Company Stock Option Plan for Outside Directors (collectively, the "Company Stock Option Plans"). Section 4.01(c3.2(b) of the Company Disclosure Schedule sets forth a complete and correct list, as of January 31November 16, 19972000, of the holders of all Employee Stock Options, the number of shares of Company Common Stock subject to each such option Company Stock Options or other rights to purchase or receive Company Common Stock granted under the Company Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. AllExcept for Company Stock Options, no options or warrants or other rights to acquire capital stock from the Company have been issued or granted since December 31, 1999 to the date of this Agreement. (ii) No bonds, debentures, notes or other indebtedness of the Company having the right to vote on any matters on which holders of capital stock of the Company may vote ("Company Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b) and as contemplated by Section 1.7 and Section 1.8, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or any of its Significant Subsidiaries or obligating the Company or any of its Significant Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Significant Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 1,500,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 50,000,000 shares of preferred stock, par value $.01 par value, of 0.01 per share (the Company ("“Company Preferred Stock"” and together with the Company Common Stock, the “Company Capital Stock”). At the close of business on January 31April 25, 19972011, (i) 44,957,557 57,512,633 shares of Company Class A Common Stock were issued and outstanding, of which 22,814 were Company Restricted Shares, (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iviii) 300,300 6,568,656 shares of Company Class A Common Stock were held by reserved and available for issuance pursuant to the Company in its treasuryStock Plans, of which (A) 2,575,038 shares were issuable upon exercise of outstanding Company Stock Options and (B) 2,588,185 shares were potentially issuable under outstanding Company RSUs, including performance-based Company RSUs and Annual Incentive Company RSUs, (viv) 5,512,500 73,271 shares of Company Class A Common Stock were reserved for issuance pursuant to under the Company s Amended and Restated 1991 Employee Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Purchase Plan (the "“Company Stock Plans") ESPP”), and (viv) 51,407,868 (x) 44,132 shares of Company Class A Common Stock were reserved for issuance upon conversion of the Company’s 3.0% Convertible Senior Notes due May 15, 2012 (the “Company Class B Common Stock Convertible Notes”) and (y) the Conversion Rate (as defined in accordance with the indenture governing the terms of the Company's Restated Certificate Company Convertible Notes) was 14.2086 shares of IncorporationCompany Common Stock per $1,000 principal amount of Company Convertible Notes and no adjustments had been made to the table or any amount therein set forth in section 10.13(c) of such indenture since the execution of such indenture. Except as set forth abovein this Section 4.03(a), at the close of business on January 31April 25, 19972011, no shares of capital stock or other voting securities of of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. There are From the close of business on April 25, 2011 to the date of this Agreement, there have been no outstanding issuances by the Company of shares of capital stock appreciation rights or rights (voting securities of, or other equity interests in, the Company, other than options to acquire the issuance of Company Class A Common Stock granted under upon the exercise of Company Stock Plans Options outstanding at the close of business on April 25, 2011 and in accordance with their terms in effect at such time. ("Employee Stock Options")b) to receive All outstanding shares of Company Common Stock on a deferred basis granted under (including Company Restricted Shares) are, and, at the time of issuance, all such shares that may be issued upon the exercise of Company Stock Options or pursuant to the Company Stock Plans or otherwisethe Company ESPP will be, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any Contract to which the Company is a party or otherwise bound. Except as set forth above in this Section 4.01(c) 4.03, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of the Company Disclosure Schedule sets forth a complete and correct listor any Company Subsidiary to issue, as deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of January 31the Company or any Company Subsidiary or any securities of the Company or any Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, 1997or other equity interests in, the Company or any Company Subsidiary, (y) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, or any other obligation of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary or (z) any rights issued by or other obligations of the Company or any Company Subsidiary that are linked in any way to the price of any class of Company Capital Stock or any shares of capital stock of any Company Subsidiary, the value of the Company, any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of the Company or any Company Subsidiary. Except for acquisitions, or deemed acquisitions, of Company Common Stock or other equity securities of the holders Company in connection with (i) the payment of all Employee the exercise price of Company Stock Options with Company Common Stock (including but not limited to in connection with “net exercises”), (ii) required tax withholding in connection with the exercise of Company Stock Options, the number vesting of Company Restricted Shares and the vesting or delivery of other awards pursuant to the Company Stock Plans, and (iii) forfeitures of Company Stock Options and Company Restricted Shares, there are not any outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares subject of capital stock or voting securities or other equity interests of the Company or any Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. With respect to Company Stock Options, (i) each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the “Grant Date”) for such option by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee or subcommittee thereof), and (ii) the per share exercise price of each Company Stock Option was at least equal to the fair market value of a share of Company Common Stock on the applicable Grant Date. There are no debentures, bonds, notes or other Indebtedness of the Company having the right to vote (or, other than the Company Convertible Notes, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote (“Company Voting Debt”). Neither the Company nor any of the Company Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, the Company. Neither the Company nor any of the Company Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company or any of the Company Subsidiaries. (c) If any holder of the Company Convertible Notes exercises its conversion rights thereunder, the Company has the right to pay cash in lieu of all shares that would otherwise be issuable upon such conversion. The Company Convertible Notes are not, as of the date hereof, convertible by the holders thereof and the exercise prices thereof. AllCompany has not issued any shares of Company Common Stock upon conversion of the Company Convertible Notes.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 5,000,000 shares of preferred stock, par value $.01 par value, of the Company 0.01 per share ("“Company Preferred Stock"”). At the close of business on January 31February 25, 1997, 2005 (i) 44,957,557 56,117,640 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (viii) 5,512,500 110,913 shares of Company Class A Common Stock were subject to issuance upon exercise of Company Stock Options (as defined in Section 7.04) under the Company’s 1999 Employee Stock Purchase Plan at a weighted average exercise price of $4.6325 per share, (iv) 8,004,358 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options under the Company’s 1999 Equity Incentive Plan at a weighted average exercise price of $10.5900 per share, (v) 295,000 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options under the Company’s 1999 Director Stock Option Plan at a weighted average exercise price of $12.4510 per share, (vi) 1,208,325 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options under the Hightouch Technologies, Inc. 1999 Stock Option Plan at a weighted average exercise price of $5.9861 per share, (vii) 5,896,126 additional shares of Company Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") Plans and (viviii) 51,407,868 no shares of Company Class A Common Preferred Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporationissued. Except as set forth aboveabove and except for the shares of Company Common Stock reserved for issuance upon the exercise of the Top-Up Option, at the close of business on January 31February 28, 19972005, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are no outstanding Company SARs (as defined in Section 7.04). All outstanding shares of Company capital stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company or any Company Subsidiary is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). Except as set forth above, as of February 28, 2005, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (x) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (y) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, unit, commitment, Contract, arrangement or undertaking or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Company capital stock. As of February 28, 2005, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary. No person is entitled to registration rights with respect to any shares of capital stock of the Company. Except as contemplated in connection with the execution of this Agreement, there are no stockholder agreements, voting trusts or other agreements, Contracts or understandings to which the Company or any Company Subsidiary is a party or to which it is bound relating to the voting of any shares of capital stock of the Company or any Company Subsidiary. (other than options to acquire b) The Company Class A Common Stock granted under Board (as defined below) or a committee administering the Company Stock Plans ("Employee has the power and authority to adjust the terms of all outstanding Company Stock Options")) Options and all outstanding Company SARs granted under any Company Stock Plan, by resolution or other action, to provide that each such Company Stock Option and Company SAR outstanding immediately prior to the Effective Time shall be cancelled in accordance with Section 7.04, with the holder thereof becoming entitled to receive shares the amount of cash specified in Section 7.04. Such cancellation of Company Common Stock on Options and Company SARs in exchange for the cash payments described in Section 7.04 will extinguish any and all rights the holders of such Company Stock Options and Company SARs had or may have had in respect thereof. No consents of the holders of the Company Stock Options or Company SARs are necessary to effectuate the foregoing. The Company Board or a deferred basis granted under committee administering the Company Stock Plans has the power and authority to cause (i) the Company Stock Plans to terminate as of the Effective Time and (ii) the provisions in any other Company Benefit Plan providing for the issuance, transfer or otherwise. Section 4.01(c) grant of any capital stock of the Company Disclosure Schedule sets forth a complete and correct list, or any interest in respect of any capital stock of the Company to be deleted as of January 31, 1997, the Effective Time. Following the Effective Time no holder of a Company Stock Option or Company SAR or any participant in any Company Stock Plan or other Company Benefit Plan will have any right thereunder to acquire any capital stock of the holders of all Employee Stock Options, Company or the number of shares subject to each such option and the exercise prices thereof. AllSurviving Corporation.

Capital Structure. The As of the date of this Agreement, the authorized capital stock of the Company consists solely of 300,000,000 (a) 150,000,000 shares of Company Class A Common Stock, 150,000,000 (b) 5,000,000 shares of Company Class B series common stock, par value $0.01 per share (the "Series Common Stock Stock"), of which no shares were outstanding, and 100,000,000 (c) 5,000,000 shares of preferred stock, par value $.01 par value, of the Company 0.01 per share ("Company Preferred Stock"), of which no shares were outstanding but of which 400,000 shares have been designated as Series A Junior Participating Preferred Stock and reserved for issuance upon exercise of the Rights distributed to the holders of Common Stock pursuant to the Rights Agreement. At the close of business on January 31November 30, 19972000, (i) 44,957,557 57,830,966 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 and 2,471,445 shares of Company Class B Common Stock of the Company were issued and outstandingheld in the treasury of the Company. At the close of business on November 30, 2000, no Stock Options, warrants, shares of restricted stock, or other rights to acquire capital stock from the Company were outstanding other than (a) the Rights, (iiib) no Stock Options representing in the aggregate the right to purchase up to 12,942,060 shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by (including tandem limited stock appreciation rights granted to senior executives of the Company in its treasury, (vCompany) 5,512,500 shares of Company Class A Common and 19,875 stock appreciation rights under the 1996 ACNielsen Key Employees' Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Key Employees' Stock Incentive Plan"), the 1996 ACNielsen Replacement Plan for Certain Employees Holding The Dun & Bradstreet Equity Based Awards (the "Replacement Plan"), the 1996 ACNielsen Non-Employee Directors' Stock Incentive Plan (the "Directors' Plan"), the 1996 ACNielsen Senior Executive Plan (the "Executive Plan"), the 1996 ACNielsen Management Incentive Bonus Plan (the "Management Plan") and the BBI Marketing Services Inc. Key Employee Stock Option Plan (the "Incentive Plan") (collectively, the "Company Stock Option Plans"), (c) stock units representing in the aggregate the right to receive no more than 30,000 shares of Common Stock under the 1996 ACNielsen Non-Employee Directors' Deferred Compensation Plan (the "Directors' Deferred Compensation Plan") and (vid) 51,407,868 obligations to issue shares of Company Class A Common Stock were reserved for issuance upon conversion under the ACNielsen Employee Stock Ownership Plan (the "Employee Stock Ownership Plan"). Other than (a) the shares of Company Class B Common Stock (including restricted stock), Rights, Stock Options, stock units and other rights described above), (b) Stock Options, stock units or other rights to acquire no more than 50,000 shares of Common Stock (and accompanying Rights) in accordance with the terms aggregate pursuant to the Company Stock Option Plans, and the Directors' Deferred Compensation Plan and (c) shares of Common Stock (and associated Rights) issued since November 30, 2000 upon the exercise of the Company's Restated Certificate Stock Options referred to in clauses (b) or (c) of Incorporation. Except as set forth above, at the close of business on January 31, 1997immediately preceding sentence, no shares, Stock Options or warrants or other rights to acquire capital stock from the Company remain outstanding as of the date of this Agreement. All outstanding shares of capital stock or other voting securities of the Company were and its Subsidiaries are duly authorized, validly issued, reserved for issuance fully paid and nonassessable and not subject to preemptive or outstanding. There similar rights, and, in the case of the Subsidiaries, are no outstanding stock appreciation rights owned by the Company, by one or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c) more Subsidiaries of the Company Disclosure or by the Company and one or more such Subsidiaries (except as disclosed in Schedule sets forth a complete B), free and correct listclear of all pledges, claims, liens, charges, mortgages, conditional sale or title retention agreements, hypothecations, collateral assignments, security interests, easements and other encumbrances of any kind or nature whatsoever (collectively, "Liens"), except for Liens under the Three-Year Credit Agreement, dated as of January 31April 15, 19971998, of among the holders of all Employee Stock OptionsCompany, the number of shares subject to each such option The Chase Manhattan Bank and the exercise prices thereoflenders named therein (the "Credit Agreement"). AllExcept as described above, neither the Company nor any Subsidiary of the

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 (i) 60,000,000 shares of Company Class A Common Stock, 150,000,000 of which 26,537,830 shares of Company Class B Common Stock and 100,000,000 shares of preferred stock, $.01 par value, of the Company ("Company Preferred Stock"). At were outstanding at the close of business on January December 31, 1997, (i) 44,957,557 shares of Company Class A Common Stock were issued and outstanding2001, (ii) 51,407,868 and 1,009,126 shares of Preferred Stock, par value $0.01 per share (the "Preferred Shares"), none of which were outstanding on the date hereof. All of the outstanding shares of Company Class B Common Stock were issued have been duly authorized and outstandingare validly issued, (iii) fully paid and nonassessable and not subject to preemptive rights. The Company has no shares of Company Common Stock or Preferred Shares reserved for issuance, except that, as of December 31, 2001, there were (i) 1,009,126 shares of Preferred Stock were issued reserved for issuance pursuant to the Rights Agreement, dated May 18, 1995, as amended (the "Company Rights Agreement"), between the Company and outstandingEquiServe Trust Company, N.A. (the "Company Rights Agent"), (ivii) 300,300 5,273,750 shares of Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan Plans, (the "Company Stock Plans"iii) and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31, 1997, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive 700,000 shares of Company Common Stock on a deferred basis granted under reserved for issuance pursuant to the Company's 1999 Employee Stock Purchase Plan, as effective July 1, 1999 (the "1999 Stock Purchase Plan") and (iv) 494,674 shares of Company Common Stock reserved for issuance pursuant to the Company's existing 401(k) Plan (the "401(k) Plan"). As of the date of this Agreement, except (i) 1,009,126 shares of Preferred Stock issuable pursuant to the Company Rights Agreement, (ii) 4,476,668 shares of Company Common Stock Plans issuable upon exercise of Company Options, (iii) 426,811 shares of Company Common Stock issuable pursuant to the Company's 1999 Employee Stock Purchase Plan and (iv) 95,846 shares of Company Common Stock issuable pursuant to the 401(k) Plan, and as disclosed in this Section 3.01(d), there are no options, warrants, calls, rights, commitments or otherwise. Section 4.01(c) agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company Disclosure Schedule sets forth a complete and correct listor obligating the Company to grant, as of January 31extend or enter into any such option, 1997warrant, call, right, commitment or agreement. After the Effective Time, the Surviving Corporation will have no obligation to issue, transfer or sell any securities of the holders Surviving Corporation pursuant to any. The Board of Directors of the Company has taken all Employee Stock Optionsaction to amend the Company Rights Agreement (subject only to execution of such amendment by the Company Rights Agent) to provide that, for so long as this Agreement is in full force and effect, (i) none of the number Parent and its subsidiaries (including Merger Sub) shall become an "Acquiring Person" and no "Share Acquisition Date" shall occur as a result of shares subject to each such option the execution, delivery and performance of this Agreement and the exercise prices thereof. Allconsummation of the Offer or the Merger, (ii) no "Distribution Date" shall occur as a result of the announcement of or the execution of this Agreement or any of the transactions contemplated hereby and (iii) each of Parent and Merger Sub will not be an Acquiring Person as a result of the transactions contemplated hereby (each of "Acquiring Person," "Share Acquisition Date" and "Distribution Date" as defined in the Company Rights Agreement).

Capital Structure. The authorized capital stock of the Company RECO consists of 300,000,000 306 million shares of Company Class A capital stock including (i) 270 million shares of RECO Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 (ii) 6 million shares of preferred stock, par value $.01 par value, of the Company .10 per share ("Company RECO Preferred Stock"), and (iii) 30 million shares of series common stock, par value $.10 per share ("RECO Series Stock"). The authorized capital stock of OPCO consists of 306 million shares of capital stock including (x) 270 million shares of OPCO Common Stock, (y) 6 million shares of preferred stock, par value $.10 per share ("OPCO Preferred Stock"), and (z) 30 million shares of series common stock, par value $.10 per share ("OPCO Series Stock"). At the close of business on January 31December 23, 1997, (i) 44,957,557 88,969,888 paired shares of Company Class A RECO Common Stock and OPCO Common Stock were issued and outstanding, (ii) 51,407,868 no shares of Company Class B Common RECO Preferred Stock and no shares of OPCO Preferred Stock were issued and outstanding, (iii) no shares of Company Preferred RECO Series Stock and no shares of OPCO Series Stock were issued and outstanding, (iv) 300,300 no shares of Company Class A RECO Common Stock and no shares of OPCO Common Stock were held by the Company RECO or OPCO in its treasurytheir respective treasuries; provided, however, that, OPCO currently holds approximately 1.3 million shares of RECO Common Stock, (v) 5,512,500 5% of the issued and outstanding shares of Company Class A RECO Common Stock and 5% of the issued and outstanding shares of OPCO Common Stock plus an additional 3,522,877 Paired Shares of each were reserved for issuance pursuant to equity plans filed as exhibits to or described in the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan RECO SEC Documents (collectively, the "Company RECO Stock Plans") ), and (vi) 51,407,868 3,350,746 shares of Company Class A RECO Common Stock and 3,350,746 shares of OPCO Common Stock were reserved for issuance upon the conversion of Company Class B Common Stock RECO's outstanding convertible senior notes and convertible debentures described in accordance with the terms Section 3.02(c) of the Company's Restated Certificate RECO Disclosure Schedule. At the close of Incorporation. Except business on the Representation Date, except as set forth above, at the close of business on January 31, 1997, no shares of capital stock or other voting securities of the Company there were issued, reserved for issuance or outstanding. There are no outstanding stock options, stock appreciation rights or rights (other than employee stock options or other rights ("RECO Employee Stock Options") to acquire Company Class A purchase or receive RECO and OPCO Common Stock granted under the Company RECO Stock Plans ("Employee Stock Options")Plans) to receive shares of Company RECO Common Stock on a deferred basis granted under the Company RECO Stock Plans or otherwise. Section 4.01(c3.02(c) of the Company RECO Disclosure Schedule sets forth a complete and correct list, as of January 31the Representation Date, 1997except as set forth above, of the holders number of all Paired Shares subject to RECO Employee Stock Options. All outstanding shares of capital stock of the RECO Companies are, the number of and all shares which may be issued, including shares to be issued pursuant to this Agreement, will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to each preemptive rights. As of the close of business on the Representation Date, there were no bonds, debentures, notes or other indebtedness or securities of the RECO Companies having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of RECO and OPCO may vote. Except as set forth above, as of the close of business on the Representation Date, there were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the RECO Companies or any of their respective Subsidiaries is a party or by which any of them is bound obligating the RECO Companies or any of their respective Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the RECO Companies or of any of their respective Subsidiaries or obligating the RECO Companies or any of their respective Subsidiaries to issue, grant, extend or enter into any such option security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except for agreements entered into with respect to the RECO Stock Plans and except as set forth above, as of the exercise prices thereofclose of business on the Representation Date, and except as could not reasonably be expected to be required to be disclosed pursuant to the RECO SEC Documents, there were no outstanding contractual obligations of the RECO Companies or any of their respective Subsidiaries to issue, repurchase, redeem, exchange or otherwise acquire, or to register (under the federal or any state securities laws) for resale, any shares of capital stock of the RECO Companies or any of their respective Subsidiaries. AllAs of the close of business on the Representation Date, there were no outstanding contractual obligations of the RECO Companies to vote or to dispose of any shares of the capital stock of any of their respective Subsidiaries. The Company maintains a shareholder rights plan.

Capital Structure. (a) The authorized shares of capital stock of the Company consists Seller consist of 300,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 60,000,000 shares of preferred stock, $.01 0.01 par valuevalue per share, of which 2,737,000 shares are issued and outstanding as of the Company date hereof and are designated as Series 1997-A Convertible Preferred Shares (the "Company Seller Preferred StockShares"), and 140,000,000 shares of Common Stock, $0.01 par value per share (the "Seller Common Shares"), of which 36,727,591 are issued and outstanding as of the date hereof. At As of the close of business on January 31, 1997date hereof, (i) 44,957,557 shares 3,300,000 Seller Common Shares have been reserved for issuance under the Amended and Restated Stock Option Plan of Company Class A Seller (the "Seller Plan"), under which options in respect of 1,534,300 Seller Common Stock were issued Shares have been granted and outstandingare outstanding as of the date hereof, (ii) 51,407,868 shares of Company Class B 9,982,255 Seller Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and (vi) 51,407,868 shares of Company Class A Common Stock were Shares are reserved for issuance upon conversion of Company Class B Seller OP Units, (iii) 5,680,917 Seller Common Stock in accordance with the terms Shares are reserved for issuance upon conversion of the CompanySeller Preferred Shares and (iv) no Seller Preferred Shares or Seller Common Shares are held in the Seller's Restated Certificate treasury. (b) Set forth in Section 2.3 of Incorporationthe Seller Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Seller Common Shares granted under the Seller Plan or any other formal or informal arrangement ("Seller Options"); (ii) each grant of Seller Common Shares to employees which are subject to any risk of forfeiture; and (iii) all other warrants or other rights to acquire stock, all limited stock appreciation rights, phantom stock, dividend equivalents, performance units and performance shares granted under the Seller Plan which are outstanding as of the date hereof. Except On the date of this Agreement, except as set forth above, at in this Section 2.3 or Section 2.3 of the close of business on January 31, 1997Seller Disclosure Letter, no shares of capital stock of Seller were outstanding or reserved for issuance. (c) All outstanding shares of capital stock of Seller are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of Seller having the right under applicable law or Seller's Certificate of Incorporation or By-laws to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Seller may vote. (d) There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Seller or any Seller Subsidiary is a party or by which any such entity is bound, obligating Seller or any Seller Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, voting securities or other ownership interests of the Company were issuedSeller or any Seller Subsidiary or obligating Seller or any Seller Subsidiary to issue, reserved for issuance grant, extend or outstandingenter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Seller or a Seller Subsidiary). There are no outstanding stock appreciation rights obligations of Seller or rights (other than options any Seller Subsidiary to repurchase, redeem or otherwise acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive any shares of Company Common Stock on a deferred basis granted under the Company Stock Plans stock of Seller or otherwise. Section 4.01(cshares of stock or other ownership interests of any Seller Subsidiary. (e) As of the Company Disclosure Schedule sets forth a complete date hereof, 46,376,824 Seller OP Units are validly issued and correct listoutstanding, as of January 31, 1997fully paid and nonassessable except to the extent provided by applicable law, of the holders of all Employee Stock Optionswhich 36,414,986 are owned by Seller and 312,605 are owned by Berkshire Apartments, the number of shares subject to each such option and the exercise prices thereof. AllInc.

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 1,150,000,000 shares of Company Class A Common Stock, 150,000,000 144,118,820 shares of Class B Common Stock, $.01 par value ("Company Class B Common Stock Stock") and 100,000,000 50,000,000 shares of preferred stock, par value $.01 par valueper share, of the Company ("Company Authorized Preferred Stock"), of which 734,500 shares have been designated as Company Series A Junior Participating Preferred Stock ("Company Preferred Stock"). At the close of business on January August 31, 1997, 2000: (i) 44,957,557 728,916,299 shares of Company Class A Common Stock were issued and outstanding, ; (ii) 51,407,868 1,042,648 shares of Company Common Stock were held by the Company in its treasury (such shares, "Company Class A Common Treasury Stock") and no shares of Company Common Stock were held by subsidiaries of the Company; (iii) no shares of Company Class B Common Stock were issued and outstanding; (iv) no shares of Company Class B Common Stock were held by the Company in its treasury (such shares, "Company Class B Common Treasury Stock") and no shares of Company Class B Common Stock were held by subsidiaries of the Company; (iiiv) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 outstanding and 734,500 shares of Company Class A Common Preferred Stock were reserved for issuance pursuant to the Rights Agreement; (vi) no shares of Company Preferred Stock were held by the Company in its treasury, treasury or were held by any subsidiary of the Company; (vvii) 5,512,500 100,000,000 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Company's Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Compensation Plan (the "Company Stock PlansPlan") ), of which 25,231,589 shares are subject to outstanding employee and non-employee director stock options (vi) 51,407,868 shares of "Company Class A Stock Options"), restricted Company Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31, 1997, no shares of capital stock or other voting securities of the rights to purchase or receive Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans Plan ("Employee collectively with Company Stock Options, "Company Awards"); and (viii) other than as set forth above, no other shares of Company Authorized Preferred Stock have been designated or issued. All outstanding shares of capital stock of the Company are, and all shares thereof which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to receive preemptive rights. Except as set forth in this Section 3.1(c) and except for changes since August 31, 2000 resulting from the issuance of shares of Company Common Stock on a deferred basis granted under pursuant to Company Awards and other rights referred to above in this Section 3.1(c), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or voting securities or other ownership interests of the Company Stock Plans or otherwise. Section 4.01(cCompany, (B) any securities of the Company Disclosure Schedule sets forth a complete and correct list, as or any Company subsidiary convertible into or exchangeable or exercisable for shares of January 31, 1997, capital stock or voting securities or other ownership interests of the holders Company, or (C) any warrants, calls, options or, except for commitments entered into in connection with the $515,500,000 aggregate principal amount Redeemable Hybrid Income Overnight Shares due October 16, 2002 ("RHINOs"), other rights to acquire from the Company or any Company subsidiary, or any obligation of all Employee the Company or any Company subsidiary to issue, any capital stock, voting securities or other ownership interests in, or securities convertible into or exchangeable or exercisable for, capital stock or voting securities or other ownership interests of the Company, and (y) there are no outstanding obligations of the Company or any Company subsidiary to repurchase, redeem or otherwise acquire any such securities or, except for commitments entered into in connection with the RHINOs, to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. There are no outstanding (A) securities of the Company or any Company subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests in any Company subsidiary, (B) warrants, calls, options or other rights to acquire from the Company or any Company subsidiary, or any obligation of the Company or any Company subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for, any capital stock, voting securities or other ownership interests in, any Company subsidiary or (C) obligations of the Company or any Company subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of Company subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. To the Company's knowledge, neither the Company nor any Company subsidiary is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or, except as provided by the terms of Company Stock Options, antidilutive rights with respect to, any securities of the number of shares subject type referred to each such option and in the exercise prices thereof. Alltwo preceding sentences.

Capital Structure. (a) The authorized capital stock of the Company consists of 300,000,000 80,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 100,000 shares of preferred stock, par value $.01 par value, of 0.01 per share (the Company ("“Company Preferred Stock"”), of which 30,000 shares of Company Preferred Stock were designated by the Company Board as Series A Junior Participating Preferred Stock and are issuable upon exercise of the rights (the “Company Rights”) under the Rights Agreement dated as of November 6, 2001, between the Company and American Stock Transfer & Trust Company, as amended on March 18, 2008 (the “Company Rights Agreement”). At the close of business on January 31July 9, 19972009 (the “Measurement Date”), (i) 44,957,557 25,028,987 shares of Company Class A Common Stock were issued and outstanding, of which 253,020 shares of Company Common Stock were Company Restricted Shares, (ii) 51,407,868 322,345 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (viii) 5,512,500 1,399,639 shares of Company Class A Common Stock were subject to outstanding Company Stock Options, 2,560,496 shares of Company Common Stock were subject to outstanding Company SARs, 50,000 shares of Company Common Stock were subject to outstanding Company RSUs and 2,133,093 additional shares of Company Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans", (iv) and (vi) 51,407,868 no shares of Company Class A Common Preferred Stock were issued or outstanding and (v) 30,000 shares of Company Preferred Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance connection with the terms of the Company's Restated Certificate of IncorporationCompany Rights. Except as set forth above, at the close of business on January 31, 1997the Measurement Date, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are no All outstanding options to purchase Company Common Stock, outstanding stock appreciation rights or rights (other than options linked to acquire the price of Company Class A Common Stock and outstanding restricted stock units were granted under a Company Stock Plan. (b) All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Effective Time (including pursuant to the Top-Up Option) will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Table of Contents (c) There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). Other than intercompany indebtedness owed to the Company or one of the Company Subsidiaries, none of the Company or any of the Company Subsidiaries has any indebtedness for borrowed money. (d) Except as set forth above, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, restricted stock units, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company, any Company Subsidiary or, to the knowledge of the Company, Vivelle is a party or by which any of them is bound (i) obligating the Company, any Company Subsidiary or, to the knowledge of the Company, Vivelle to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company, any Company Subsidiary or Vivelle or any Voting Company Debt or (ii) obligating the Company, any Company Subsidiary or, to the knowledge of the Company, Vivelle to issue, grant or enter into any such option, warrant, right, security, commitment, Contract, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company, any Company Subsidiary or, to the knowledge of the Company, Vivelle to repurchase, redeem or otherwise acquire any shares of capital stock of the Company, any Company Subsidiary or Vivelle. The Company has made available to Parent a true and complete copy of the Company Rights Agreement, as amended to the date of this Agreement. (e) All outstanding Company Stock Options, Company SARs, Company RSUs and Company Restricted Shares have been granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwisePlans. Section 4.01(c3.03(e) of the Company Disclosure Schedule Letter sets forth a true and complete and correct list, as of January 31, 1997the Measurement Date, of the holders of (i) all Employee outstanding Company Stock Options, the number of shares of Company Common Stock subject to each such option Company Stock Option, the exercise price per share and the name of the holder thereof, (ii) all outstanding Company SARs, the number of shares of Company Common Stock subject to each such Company SAR, the exercise prices price per share and the name of the holder thereof, (iii) all Company Restricted Shares and the name of the holder thereof and (iv) all outstanding Company RSUs and the name of the holder thereof. AllAll Company Stock Options, Company SARs, Company Restricted Shares and Company RSUs are evidenced by written award agreements, in each case substantially in the forms that have been provided to Parent, except that such agreements differ from such forms with respect to the number of Company Stock Options, Company SARs, Company Restricted Shares, Company RSUs or shares of Company Common Stock covered thereby, the exercise price (if applicable), vesting schedule and expiration date applicable thereto and other similar terms. (f) With respect to outstanding Company Stock Options and outstanding Company SARs, (i) each grant of a Company Stock Option or Company SAR was duly authorized no later than the time and date the grant of such Company Stock Option or Company SAR was made and effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, (ii) each such grant was made in accordance with the terms of the applicable Company Stock Plan, the Exchange Act and all other applicable Laws, including the rules and regulations of Nasdaq and any other exchange on which securities of the Company are traded, (iii) the per share exercise price of each Company Stock Option or Company SAR was equal to or greater than the fair market value (within the meaning of Section 409A of the Code) of a share of Company Common Stock on the applicable Grant Date and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the notes thereto) of the Company and disclosed in the Company SEC Documents in accordance with the Exchange Act and all other applicable Laws. 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Capital Structure. The authorized capital stock of the Company consists of 300,000,000 80,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 5,000,000 shares of preferred stock, par value $.01 par value, of the Company 0.01 per share ("“Company Preferred Stock"”). At the close of business on January 31June 30 , 19972006, (i) 44,957,557 31,754,678 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 285,015 shares of Company Class B Common Stock were issued and outstandingbut not outstanding (i.e., held as treasury stock), (iii) 4,161,850 shares of Company Common Stock were reserved and available for issuance pursuant to the Company’s 2006 Incentive Compensation Plan (the “Incentive Plan”), (iv) 8,250 shares of Company Common Stock were reserved and available for issuance pursuant to the Company’s Non-Employee Directors Restricted Stock Plan (the “Director’s Plan”), (v) no shares of Company Preferred Stock were issued or outstanding (including, without limitation, as treasury shares), and outstanding, (ivvi) 300,300 500,000 shares of Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Preferred Stock were reserved and available for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation’s Rights Plan. Except as set forth aboveabove in this Section 3.01(c) , at the close of business on January 31June 30, 19972006, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights, “phantom” stock rights, restricted stock units, performance units, rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted or other rights (other than Company Stock Options or rights under the Company’s Rights Plan) that are linked to the value of Company Common Stock (collectively, “Company Stock-Based Awards”). All Company Stock Options and awards of restricted stock under the Incentive Plan and the Director’s Plan are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock Plans Options will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or otherwise. Section 4.01(c) other indebtedness of the Company Disclosure Schedule sets forth a complete and correct listhaving the right to vote (or convertible into, as of January 31or exchangeable for, 1997, securities having the right to vote) on any matters on which shareholders of the holders of all Employee Stock OptionsCompany may vote. Except as set forth above in this Section 3.01(c), the number rights under the Company’s Rights Plan, and for issuances of shares of Company Common Stock pursuant to the Company Stock Options set forth above in this Section 3.01(c) and subject to each Section 4.01(a) , (A) there are not issued, reserved for issuance or outstanding (1) any shares of capital stock or other voting securities or equity interests of the Company, (2) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company, (3) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or (4) any Company Stock-Based Awards and (B) there are not any outstanding obligations to repurchase, redeem or otherwise acquire any such option and securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the exercise prices thereof. AllCompany nor any of its Subsidiaries is a party to any voting Contract with respect to the voting of any such securities.

Capital Structure. The authorized capital stock of the Company consists of 300,000,000 shares of Company Class A Common Stock, 150,000,000 shares of Company Class B Common Stock and 100,000,000 10,000,000 shares of preferred stock, par value $.01 par value, of 0.01 per share (the Company ("Company Preferred Stock"). At the close of business on January 31October 23, 19972001, (i) 44,957,557 35,666,590 shares of Company Class A Common Stock were issued and outstanding, ; (ii) 51,407,868 no shares of Company Class B Common Stock were issued and outstanding, held by the Company in its treasury; (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock or outstanding or were held by the Company in its treasury; (iv) 150,000 shares of Company Preferred Stock, designated Series A Participating Preferred Stock, are reserved for future issuance upon exercise of the rights issued pursuant to the Rights Agreement, dated May 17, 2001, by and between the Company and American Stock Transfer & Trust Company, as Rights Agent (the "Company Rights Agreement"); (v) 5,512,500 2,601,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Jupiter Communications, LLC 1997 Employee Stock Option Plan; 4,730,000 shares were reserved for issuance under the Jupiter Communications, Inc. 1999 Stock Incentive Plan; 12,000,000 shares were reserved for issuance under the Jupiter Media Metrix, Inc. Amended and Restated 1991 2000 Equity Incentive Plan; 760,556 shares were reserved for issuance under the Jupiter Media Metrix, Inc. Stock Option and Incentive Plan and Plan; 80,970 shares were reserved for issuance under the Company s Amended and Restated 1993 AdRelevance, Inc. 1998 Stock Option Plan; 187,130 shares were reserved for issuance under the AdRelevance, Inc. 1999 Stock Option Plan; and 1,931,073 shares were reserved for issuance under the Jupiter Media Metrix, Inc./Relevant Knowledge, Inc. 1998 Equity Incentive Plan (such plans, collectively, the "Company Stock Plans") ), of which 6,661,037 shares were subject to outstanding Stock Options and 2,392,222 shares were currently exercisable; (vi) 51,407,868 2,000,000 shares of Company Class A Common Stock were reserved for issuance pursuant to the Jupiter Media Metrix, Inc. Amended and Restated 2000 Employee Stock Purchase Plan (the "ESPP"), of which 49,954 shares of Company Common Stock have been issued; (vii) 125,000 shares of Company Common Stock were reserved for issuance upon conversion the exercise of the warrants (the "Warrants") subject to the warrant agreements listed and described in Section 3.03 of the Company Disclosure Schedule and (viii) 1,750,000 shares of Company Class B Common Stock in accordance with were reserved for issuance upon the terms exercise of options granted to persons who were neither employees, officers, directors or consultants of the Company (excluding those reserved for issuance to the Company's joint venture partners) and sufficient number of shares were reserved for issuance upon the exercise of options granted the Company's joint venture partners assuming such options were exercised as of October 23, 2001 (the "Non-Employee Options") pursuant to option agreements listed and described Section 3.03 of the Company Disclosure Schedule. The Company has made available to Parent accurate and complete copies of the Company Stock Plans, the forms of stock option agreements evidencing the Stock Options, the ESPP, the Warrants and the agreements evidencing the Non-Employee Options. No shares of Company Common Stock are owned by any subsidiary of the Company's Restated Certificate of Incorporation. Except as set forth above, at above and except for shares of Company Common Stock issued upon the exercise of Stock Options or Warrants referenced above subsequent to the close of business on January 31October 23, 19972001 and prior to the date of this Agreement, as of the date of this Agreement no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights ("SARs") or rights (other than options to acquire Company Class A Common the Stock granted Options and purchase rights under the Company Stock Plans ("Employee Stock Options")ESPP) to receive shares of Company Common Stock on a deferred basis or other rights that are linked to the value of shares of Company Common Stock granted under the Company Stock Plans or otherwise. Section 4.01(c) 3.03 of the Company Disclosure Schedule sets forth a complete and correct list, as of January 31October 23, 19972001, of each holder of outstanding stock options or other rights to purchase or receive Company Common Stock granted under the holders of all Employee Company Stock Plans or otherwise (collectively, the "Stock Options") and the Warrants, the number of shares of Company Common Stock subject to each such option Stock Option and Warrant, the name of the optionee or warrantholder, the name of the Company Stock Plan pursuant to which such Stock Options were granted, the grant dates, expiration dates and exercise prices of such Stock Options and Warrants, the vesting schedules and the extent vested and exercisable as of the date of this Agreement. All (i) rights of repurchase pertaining to outstanding shares of Company Common Stock in respect of which the Company has a right under specified circumstances to repurchase such shares at a fixed purchase price and (ii) grants of outstanding Stock Options, are evidenced by stock option agreements and restricted stock purchase agreements, as the case may be, in the forms attached as Exhibit A to Section 3.03 of the Company Disclosure Schedule, and no stock option agreement or restricted stock purchase agreement contains terms that are inconsistent with such forms. No bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or any of its subsidiaries may vote are issued or outstanding or subject to issuance. All outstanding shares of capital stock of the Company are, and all shares which may be issued prior to the Closing will be, when issued, duly authorized, validly issued, fully paid and nonassessable and will be delivered free and clear of all Liens (other than Liens created by or imposed upon the holders thereof) and not subject to preemptive rights or similar rights. Except as set forth in this Section 3.03 (including pursuant to the conversion or exercise prices thereofof the securities referred to above), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of the Company or any of its subsidiaries (other than shares of capital stock or other voting securities of such subsidiaries that are directly or indirectly owned by the Company), (B) any securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other ownership interests in, the Company or any of its subsidiaries or (C) any warrants, calls, options or other rights to acquire from the Company or any of its subsidiaries, and no obligation of the Company or any of its subsidiaries to issue, any capital stock or other voting securities of, or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of, or other ownership interests in, the Company or any of its subsidiaries and (y) there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. AllThere is no condition or circumstances that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any person to the effect that such person is entitled to acquire or receive any shares of capital stock or other securities of the Company. The Company is not a party to any voting agreement with respect to the voting of any such securities. As of the date of this Agreement, the aggregate number of "Shares" (as such term is defined in the Stockholder Agreement) held by Signatory Stockholders collectively represent approximately 22% of the shares of Company Common Stock outstanding. Section 3.03 of the Company Disclosure Schedule sets forth a complete and accurate list of all securities or other beneficial ownership interests in any other entity beneficially owned, directly or indirectly, by the Company, other than the capital stock of, or other equity interests in, its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Stock Options, Warrants and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable laws and (ii) all requirements set forth in applicable Contracts, except in each case where the failure to comply would not subject the Company to material liability.

Capital Structure. (a) The Company is authorized to issue 270,000,000 shares of capital stock stock, consisting of the Company consists of 300,000,000 250,000,000 shares of Company Class A Common Stock, 150,000,000 15,000,000 Excess Shares, par value of $.01 per share (the "EXCESS STOCK"), and 5,000,000 shares of Company Class B Common Preferred Stock, par value of $.01 per share (the "COMPANY PREFERRED STOCK"), of which 1,000,000 shares have been designated 8-3/8% Series A Cumulative Redeemable Preferred Stock and 100,000,000 1,300,000 shares of preferred stock, $.01 par value, have been designated 9% Series B Cumulative Redeemable Preferred Stock. As of the Company ("Company Preferred Stock"). At the close of business on January 31, 1997date hereof, (i) 44,957,557 44,153,452 shares of Company Class A Common Stock (excluding treasury shares) were issued and outstanding, (ii) 51,407,868 796,948 shares of Company Class 8.375% Series A Cumulative Redeemable Preferred were issued and outstanding and no shares of 9% Series B Common Stock Cumulative Redeemable Preferred were issued and outstanding, (iii) no shares of Company Preferred Common Stock were issued and outstandingheld in the treasury of the Company, (iv) 300,300 3,102,436 shares of Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion exercise of Company Class B Options issued and outstanding pursuant to Company Option Plans, (v) 2,080,000 shares of Company Common Stock were reserved for issuance upon exercise of Company Options available for future grant pursuant to Company Option Plans, and (vi) no shares of Company Common Stock were reserved for issuance upon exercise of options otherwise issued and outstanding. (b) The issuance and sale of all the shares of capital stock described in accordance this Section 3.04 have been made in compliance in all material respects with United States federal and state securities Laws. Section 3.04(b) of the terms Company Disclosure Schedule accurately sets forth as of the date hereof the names of all holders of options to purchase the Company's Restated Certificate capital stock (including but not limited to Company Options) and the number and type of Incorporationshares issuable upon exercise of such options, the exercise price and vesting schedule with respect thereto. Except as set forth abovein Section 3.04(b) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person, and complete and correct copies of any such agreements have previously been made available to Parent. Except as set forth in Section 3.04(b) of the Company Disclosure Schedule, there are no outstanding stock-appreciation rights, security-based performance units, "phantom" stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company). (i) As of the date hereof, the issued and outstanding partnership interests of Company L.P. consist of (A) 44,153,452 common units of general partner interest in Company L.P. (the "COMPANY GP UNITS"), (B) 7,202,746 Company Common Units ("COMPANY COMMON UNITS"), (C) 796,948 8.375% Series A Cumulative Redeemable Preferred Units (the "COMPANY L.P. SERIES A PREFERRED UNITS"), all of which are owned by the Company, and (D) 1,300,000 9.00% Series B Cumulative Redeemable Preferred Units (the "COMPANY L.P. SERIES B PREFERRED UNITS"), all of which are validly issued and outstanding, and not subject to or issued in violation of, any preemptive right, purchase option, call option, right of first refusal, subscription or any other similar right or Encumbrance, and any capital contributions required to be made by the holders thereof have been made. (ii) The Company is the sole general partner of Company L.P. and as of the date hereof holds GP Units representing 100% of the outstanding Company GP Units in Company L.P. Section 3.04(c) of the Company Disclosure Letter sets forth the name of each partner and the number and class of Company Common Units and Company L.P. Series B Preferred Units held by such partner in Company L.P. (iii) Each Company Common Unit may, under certain circumstances and subject to certain conditions set forth in the Company L.P. Partnership Agreement, be converted into Company Common Stock on a one-for-one basis. The holders of Company L.P. Series B Preferred Units have the right, under certain circumstances, to exchange such Units for Preferred Shares on a one-for-one basis pursuant to the terms of the Company L.P. Series B Preferred Units. As of the date hereof, no notice has been received by the Company or Company L.P. of the exercise of any of the rights set forth in this Section 3.04(c)(iii), which are not reflected in this Section. Notwithstanding anything to the contrary contained herein, except as otherwise restricted pursuant to the Voting Agreements for certain holders, the holders of Company Common Units may at any time and from time to time prior to the close REIT Effective Time convert such interests into Company Common Stock. (d) Except as set forth in Sections 3.04(a) or (c) hereof or in Section 3.04(d) of business on January 31the Company Disclosure Letter, 1997, as of the date hereof there are issued and outstanding or reserved for issuance: (i) no shares of capital stock, Voting Debt or other voting securities of the Company; (ii) no restricted shares of capital stock or equity interests of the Company or any Company Subsidiary, performance share awards or dividend equivalent rights relating to the equity interests of the Company or any Company Subsidiary, (iii) no securities of the Company or any Company Subsidiary or securities or assets of any other entity convertible into or exchangeable for Company Common Stock, shares of stock, Voting Debt or other voting securities of the Company were or any Company Subsidiary; and (iv) no subscriptions, options, warrants, conversion rights, stock appreciation rights, calls, claims, rights of first refusal, rights (including preemptive rights), commitments, arrangements or agreements to which the Company or any Company Subsidiary is a party or by which it is bound in any case obligating the Company or any Company Subsidiary to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional Company Common Stock, shares of stock, Voting Debt or other voting securities of the Company or of any Company Subsidiary, or obligating the Company or any Company Subsidiary to grant, extend or enter into any such subscription, option, warrant, conversion right, stock appreciation right, call, right, commitment, arrangement or agreement. All outstanding shares of capital stock of the Company and each Company Subsidiary are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or outstanding. There agreements pursuant to which they are no outstanding stock appreciation rights issuable, duly authorized, validly issued, fully paid and nonassessable and not subject to or rights issued in violation of, any preemptive right, purchase option, call option, right of first refusal, subscription or any other similar right or Encumbrance. (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")e) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Except as set forth in Section 4.01(c3.04(e) of the Company Disclosure Schedule sets forth a complete and correct listLetter, as of January 31, 1997, all dividends or distributions on securities of the holders Company or any Company Subsidiary that have been declared or authorized prior to the date of all Employee this Agreement have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Except for the Transaction Documents and except as set forth in Section 3.04(f) of the Company Disclosure Letter, there are not any (i) stockholder agreements, voting trusts, proxies or other agreements or understandings relating to the voting of any shares of stock of the Company or any Company Subsidiary or (ii) agreements or understandings relating to the sale or transfer (including agreements imposing transfer restrictions) of any Company Common Stock Optionsor Company Preferred Stock or any ownership interests in any Company Subsidiary, to which the Company or any Company Subsidiary is a party or by which it is bound. Except as set forth in Section 3.04(f) of the Company Disclosure Letter, there are no restrictions on the Company's ability to vote the equity interests of any of the Company Subsidiaries. (g) Except as set forth in Section 3.04(g) of the Company Disclosure Letter, there are not any Company Subsidiaries (other than Company L.P.) in which any officer or director of the Company or any Company Subsidiary owns any stock or other securities. There are no agreements or understandings between the Company or any Company Subsidiary and any Person that could cause such Person to be treated as holding any stock or security in the Company or any Company Subsidiary as an agent for, or nominee of, the number of shares subject to each such option and the exercise prices thereof. AllCompany or any Company Subsidiary.